UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


_________________________




FORM
10-Q


_________________________


(Mark
One)


x
            Quarterly
      report under Section 13 or 15(d) of the Securities Exchange Act of
      1934




For
the quarterly period ended March 31, 2009




 ̈
            Transition
      report under Section 13 or 15(d) of the Securities Exchange Act of
      1934




For
the transition period from  to




Commission
File No. 001-32569


_________________________




AMERICAN
ORIENTAL BIOENGINEERING, INC.


(Exact
Name of Registrant as Specified in Its Charter)


_________________________




NEVADA
              84-0605867(State
      or other jurisdiction of
                incorporation
      or organization)
              (I.R.S.
      Employer
                Identification
      No.)




25th
Floor, Great China International Exchange Square, No.1 Fuhua 1 Rd, Futian
District,


Shenzhen,
518034, People’s Republic of China


(Address
of principal executive offices) (Zip Code)




86-451-8666-6601


(Registrant’s
telephone number, including area code)





(Former
name, former address and former fiscal year, if changed since last
report)


_________________________




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




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




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


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




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




The
number of shares outstanding of each class the issuer’s common stock as of the
latest practicable date is stated below


Title
      of each class of common stock
                      
                      Outstanding
      as of May 8, 2009Preferred
      Stock, $0.001 par value
                      
                      1,000,000Common
      Stock, $0.001 par value
                      
                      78,291,735





Table
of Contents





PART
      I – FINANCIAL INFORMATION
            3ITEM 1
      – FINANCIAL STATEMENTS
            3ITEM 2
      – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF OPERATIONS
            22ITEM 3
      – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
    RISK
            28ITEM 4
      – CONTROLS AND PROCEDURES
            28PART
      II – OTHER INFORMATION
            29ITEM 1
      – LEGAL PROCEEDINGS
            29ITEM 1A
      – RISK FACTORS
            29ITEM 2
      – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
    PROCEEDS
            29ITEM 3
      – DEFAULTS UPON SENIOR SECURITIES
            29ITEM 4
      – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            29ITEM 5
      – OTHER INFORMATION
            29ITEM 6
      – EXHIBITS
            29





2




PART
I – FINANCIAL INFORMATION




ITEM
1 – FINANCIAL STATEMENTS




AMERICAN
ORIENTAL BIOENGINEERING, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS





ASSETS





March
      31, 2009
                          
                          
                          December
      31, 2008UnauditedCURRENT
      ASSETSCash
      and cash equivalents
                          
                          $
                          73,899,602
                          
                          
                          $
                          70,636,510Accounts
      receivable, net of reserve of $130,631 and $226,330at
      March  31, 2009 and December 31, 2008,
    respectively
                          
                          
                          31,812,778
                          
                          
                          
                          36,982,167Inventories,
      net of provision for slow moving inventories
                          
                          
                          17,954,075
                          
                          
                          
                          13,042,123Advances
      to suppliers
                          
                          
                          2,241,176
                          
                          
                          
                          3,593,979Notes
      receivable
                          
                          
                          1,039,914
                          
                          
                          
                          708,076Refundable
      deposit
                          
                          
                          6,397,106
                          
                          
                          
                          6,396,996Taxes
      receivable
                          
                          
                          823,737
                          
                          
                          
                          -Deferred
      tax assets
                          
                          
                          456,444
                          
                          
                          
                          347,216Other
      current assets
                          
                          
                          863,554
                          
                          
                          
                          744,903Total
      Current Assets
                          
                          
                          135,488,386
                          
                          
                          
                          132,451,970LONG-TERM
      ASSETSProperty,
      plant and equipment, net
                          
                          
                          97,192,300
                          
                          
                          
                          98,154,443Land
      use rights, net
                          
                          
                          148,319,092
                          
                          
                          
                          148,988,870Deposit
      for long-term assets
                          
                          
                          6,355,148
                          
                          
                          
                          6,347,174Construction
      in progress
                          
                          
                          25,675,899
                          
                          
                          
                          25,385,835Deferred
      tax assets
                          
                          
                          1,322,194
                          
                          
                          
                          1,313,832Other
      intangible assets, net
                          
                          
                          22,426,393
                          
                          
                          
                          23,690,440Goodwill
                          
                          
                          28,543,226
                          
                          
                          
                          28,543,226Long-term
      investment and advance
                          
                          
                          55,554,438
                          
                          
                          
                          54,963,064Unamortized
      financing cost
                          
                          
                          3,983,911
                          
                          
                          
                          4,215,983Total
      Long-Term Assets
                          
                          
                          389,372,601
                          
                          
                          
                          391,602,867TOTAL
      ASSETS
                          
                          $
                          524,860,987
                          
                          
                          $
                          524,054,837








See
accompanying notes to the condensed consolidated financial
statements


3


AMERICAN
ORIENTAL BIOENGINEERING, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS





LIABILITIES AND
EQUITY





March
      31, 2009
                      
                      
                      December
      31, 2008UnauditedCURRENT
      LIABILITIESAccounts
      payable
                      
                      $
                      10,355,431
                      
                      
                      $
                      12,287,887Notes
      payables
                      
                      
                      3,277,285
                      
                      
                      
                      3,262,877Other
      payables and accrued expenses
                      
                      
                      13,578,351
                      
                      
                      
                      19,766,652Taxes
      payable
                      
                      
                      -
                      
                      
                      
                      420,671Short-term
      bank loans
                      
                      
                      7,441,276
                      
                      
                      
                      7,140,148Current
      portion of long-term bank loans
                      
                      
                      59,022
                      
                      
                      
                      58,659Other
      liabilities
                      
                      
                      2,738,113
                      
                      
                      
                      2,253,440Deferred
      tax liability
                      
                      
                      999,454
                      
                      
                      
                      846,026Total
      Current Liabilities
                      
                      
                      38,448,932
                      
                      
                      
                      46,036,360LONG-TERM
      LIABILITIESLong-term
      bank loans, net of current portion
                      
                      
                      789,579
                      
                      
                      
                      804,521Long-term
      notes payable
                      
                      
                      -
                      
                      
                      
                      269,908Deferred
      tax liabilities
                      
                      
                      16,102,048
                      
                      
                      
                      16,083,768Convertible
      notes
                      
                      
                      115,000,000
                      
                      
                      
                      115,000,000Total
      Long-Term Liabilities
                      
                      
                      131,891,627
                      
                      
                      
                      132,158,197TOTAL
      LIABILITIES
                      
                      
                      170,340,559
                      
                      
                      
                      178,194,557COMMITMENTSEQUITYSHAREHOLDERS’
      EQUITYPreferred
      stock, $0.001 par value; 2,000,000 shares authorized;1,000,000
      shares issued and outstanding at March  31, 2009 and December
      31, 2008, respectively
                      
                      
                      1,000
                      
                      
                      
                      1,000Common
      stock, $0.001 par value; 150,000,000 shares authorized;78,291,735
      and 78,249,264 shares issued and outstanding at March 31, 2009 and
      December 31, 2008, respectively.
                      
                      
                      78,292
                      
                      
                      
                      78,249Common
      stock to be issued
                      
                      
                      177,000
                      
                      
                      
                      376,335Prepaid
      forward repurchase contract
                      
                      
                      (29,998,616
                      )
                      
                      
                      (29,998,616
                      )Additional
      paid-in capital
                      
                      
                      196,352,466
                      
                      
                      
                      195,741,544Retained
      earnings (the restricted portion of retained earnings is$29,532,699
      at March  31, 2009 and December 31, 2008,
      respectively)
                      
                      
                      157,790,182
                      
                      
                      
                      149,923,681Accumulated
      other comprehensive income
                      
                      
                      29,464,472
                      
                      
                      
                      29,086,006Total
      Shareholders’ Equity
                      
                      
                      353,864,796
                      
                      
                      
                      345,208,199NON-CONTROLLING
      INTEREST
                      
                      
                      655,632
                      
                      
                      
                      652,081TOTAL
      EQUITY
                      
                      
                      354,520,428
                      
                      
                      
                      345,860,280TOTAL
      LIABILITIES AND EQUITY
                      
                      $
                      524,860,987
                      
                      
                      $
                      524,054,837








See
accompanying notes to the condensed consolidated financial
statements


4


AMERICAN
ORIENTAL BIOENGINEERING, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)







Three
      Months Ended March 31,2009
                                
                                
                                2008REVENUES
                                
                                $
                                46,077,190
                                
                                
                                $
                                38,768,598COST
      OF GOODS SOLD
                                
                                
                                17,660,338
                                
                                
                                
                                12,477,636GROSS
      PROFIT
                                
                                
                                28,416,852
                                
                                
                                
                                26,290,962Selling
      and marketing
                                
                                
                                5,211,502
                                
                                
                                
                                5,029,708Advertising
                                
                                
                                5,567,357
                                
                                
                                
                                4,394,341General
      and administrative
                                
                                
                                4,565,643
                                
                                
                                
                                3,912,683Depreciation
      and amortization
                                
                                
                                1,858,915
                                
                                
                                
                                977,210Total
      operating expenses
                                
                                
                                17,203,417
                                
                                
                                
                                14,313,942INCOME
      FROM OPERATIONS
                                
                                
                                11,213,435
                                
                                
                                
                                11,977,020EQUITY
      IN EARNINGS FROM UNCONSOLIDATED ENTITIES
                                
                                
                                437,794
                                
                                
                                
                                -INTEREST
      INCOME (EXPENSE), NET
                                
                                
                                (1,579,269
                                )
                                
                                
                                16,847OTHER
      EXPENSE, NET
                                
                                
                                (98,609
                                )
                                
                                
                                (101,790
                                )INCOME
      BEFORE INCOME TAXES
                                
                                
                                9,973,351
                                
                                
                                
                                11,892,077INCOME
      TAXES
                                
                                
                                2,103,299
                                
                                
                                
                                2,469,948NET
      INCOME
                                
                                
                                7,870,052
                                
                                
                                
                                9,422,129NET
      INCOME ATTRIBUTABLE TO NON-CONTROLLING  INTEREST
                                
                                
                                (3,551
                                )
                                
                                
                                -NET
      INCOME ATTRIBUTABLE TO CONTROLLING  INTEREST
                                
                                
                                7,866,501
                                
                                
                                
                                9,422,129OTHER
      COMPREHENSIVE INCOMEForeign
      currency translation gain, net of tax
                                
                                
                                378,466
                                
                                
                                
                                6,934,434TOTAL
      OTHER COMPREHENSIVE INCOME, NET OF TAX
                                
                                
                                378,466
                                
                                
                                
                                6,934,434COMPREHENSIVE
      INCOME
                                
                                $
                                8,244,967
                                
                                
                                $
                                16,356,563NET
      INCOME PER SHAREBASIC
                                
                                $
                                0.11
                                
                                
                                $
                                0.12DILUTED
                                
                                $
                                0.11
                                
                                
                                $
                                0.12WEIGHTED
      AVERAGE NUMBER OF SHARES OUTSTANDINGBASIC
                                
                                
                                74,538,593
                                
                                
                                
                                78,191,242DILUTED
                                
                                
                                86,917,603
                                
                                
                                
                                78,192,795








See
accompanying notes to the condensed consolidated financial
statements


5


AMERICAN
ORIENTAL BIOENGINEERING, INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOW


(UNAUDITED)







Three
      Months Ended March 31,2009
                              
                              
                              2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      income
                              
                              $
                              7,870,052
                              
                              
                              $
                              9,422,129Adjustments
      to reconcile net income to net cash provided by operating
      activities:Depreciation
      and amortization
                              
                              
                              3,235,405
                              
                              
                              
                              2,283,473Amortization
      of financing cost
                              
                              
                              232,072
                              
                              
                              
                              -Amortization
      of deferred consulting expenses
                              
                              
                              24,000
                              
                              
                              
                              56,500Reversal
      of doubtful accounts
                              
                              
                              (95,923
                              )
                              
                              
                              (2,764
                              )Changes
      in provision for slow moving inventories
                              
                              
                              (54,055
                              )
                              
                              
                              (4,401
                              )Deferred
      taxes
                              
                              
                              54,118
                              
                              
                              
                              2,744,506Common
      stock to be issued for services
                              
                              
                              80,000
                              
                              
                              
                              -Stock
      option compensation expense
                              
                              
                              234,631
                              
                              
                              
                              135,121Independent
      director stock compensation
                              
                              
                              97,000
                              
                              
                              
                              88,250Loss
      on disposal of assets
                              
                              
                              1,993
                              
                              
                              
                              -Equity
      in  (income) loss from unconsolidated entities
                              
                              
                              (437,794
                              )
                              
                              
                              1,061Changes
      in operating assets and liabilities:(Increase)
      Decrease In:Accounts
      receivable
                              
                              
                              5,265,088
                              
                              
                              
                              2,149,762Notes
      receivable
                              
                              
                              (331,838
                              )
                              
                              
                              1,238,672Inventories
                              
                              
                              (4,862,536
                              )
                              
                              
                              (7,751,721
                              )Advances
      to suppliers and prepaid expenses
                              
                              
                              1,352,803
                              
                              
                              
                              2,867,037Other
      current asset
                              
                              
                              (142,651
                              )
                              
                              
                              575,944Increase
      (Decrease) In:Accounts
      payable
                              
                              
                              (1,932,456
                              )
                              
                              
                              606,495Other
      payables and accrued expenses
                              
                              
                              (6,188,301
                              )
                              
                              
                              (2,418,510
                              )Taxes
      payable
                              
                              
                              (1,244,408
                              )
                              
                              
                              (639,865
                              )Customer
      deposits
                              
                              
                              -
                              
                              
                              
                              (687,986
                              )Other
      liabilities
                              
                              
                              484,673
                              
                              
                              
                              12,584Net
      cash provided by operating activities
                              
                              
                              3,641,873
                              
                              
                              
                              10,676,287CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchases
      of construction in progress
                              
                              
                              (343,238
                              )
                              
                              
                              (77,491
                              )Purchases
      of property, plant and equipment
                              
                              
                              (51,512
                              )
                              
                              
                              (99,812
                              )Refundable
      deposit
                              
                              
                              -
                              
                              
                              
                              (16,447,719
                              )Investments
      in and advances to equity investments
                              
                              
                              (105,326
                              )
                              
                              
                              (3,728,000
                              )Cash
      proceeds from disposal of property, plant and equipment
                              
                              
                              620
                              
                              
                              
                              -Net
      cash used in investing activities
                              
                              
                              (499,456
                              )
                              
                              
                              (20,353,022
                              )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from bank loans
                              
                              
                              1,021,913
                              
                              
                              
                              697,530Repayments
      of bank loans
                              
                              
                              (744,538
                              )
                              
                              
                              (710,135
                              )Repayment
      of capital lease
                              
                              
                              -
                              
                              
                              
                              (4,075
                              )Proceeds
      from notes payable
                              
                              
                              1,145,721
                              
                              
                              
                              -Repayment
      of notes payable
                              
                              
                              (1,405,494
                              )
                              
                              
                              -Net
      cash provided (used in) by financing activities
                              
                              
                              17,602
                              
                              
                              
                              (16,680
                              )NET
      INCREASE  (DECREASE) IN CASH AND CASH
EQUIVALENTS
                              
                              
                              3,160,019
                              
                              
                              
                              (9,693,415
                              )Effect
      of exchange rate changes on cash
                              
                              
                              103,073
                              
                              
                              
                              2,314,557Cash
      and cash equivalents, beginning of year
                              
                              
                              70,636,510
                              
                              
                              
                              166,410,075CASH AND CASH EQUIVALENTS, END OF
      PERIOD
                              
                              $
                              73,899,602
                              
                              
                              $
                              159,031,217







See
accompanying notes to the condensed consolidated financial
statements


6
 AMERICAN
ORIENTAL BIOENGINEERING, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 As
of March 31, 2009
 (UNAUDITED)


NOTE
1 – BASIS OF PRESENTATION





The
unaudited condensed consolidated financial statements of American Oriental
Bioengineering, Inc. and subsidiaries (the “Company”) have been prepared in
accordance with U.S. generally accepted accounting principles for interim
financial information and pursuant to the requirements for reporting on Form
10-Q. Accordingly, they do not include all the information and footnotes
required by accounting principles generally accepted in the United States of
America for annual financial statements. However, the information included in
these interim financial statements reflects all adjustments (consisting solely
of normal recurring adjustments) which are, in the opinion of management,
necessary for the fair presentation of the consolidated financial position and
the consolidated results of operations. Results shown for interim periods are
not necessarily indicative of the results to be obtained for a full year. The
condensed consolidated balance sheet information as of December 31, 2008 was
derived from the audited consolidated financial statements included in the
Company’s Annual Report on Form 10-K. These interim financial statements should
be read in conjunction with that report.





The
Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 160, Accounting for
Non-controlling Interests, an amendment of Accounting Research Bulletin ("ARB")
No.51, “Consolidated Financial Statement”, and has reclassified the
December 31, 2008 minority interests balance to equity as a non-controlling
interests. The change in presentation was not significant.





Basis of Consolidation -The
condensed consolidated financial statements include the accounts of American
Oriental Bioengineering, Inc. and its wholly owned subsidiaries. All of the
Company’s subsidiaries are included in the consolidated financial statements.
Inter-company accounts and transactions have been eliminated in
consolidation.




Use of Estimates -The
preparation of financial statements in conformity with generally accepted
accounting principles in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the consolidated financial statements, and the reported amounts of revenue and
expenses during the reporting period. Management makes these estimates using the
best information available at the time the estimates are made; however, actual
results when ultimately realized could differ from those estimates. See
“Critical Accounting Policies and Estimates” in the Management’s Discussion and
Analysis of Financial Condition and Results of Operations” section
below.





NOTE
2 – SIGNIFICANT ACCOUNTING POLICIES AND NEW ACCOUNTING STANDARDS





Revenue Recognition –
Revenues represent the invoiced value of goods sold, recognized upon the
shipment of goods to customers. Revenues are recognized when all of the
following criteria are met:





●
            Persuasive
      evidence of an arrangement exists,


●
            Delivery
      has occurred or services have been
rendered,


●
            The
      seller's price to the buyer is fixed or determinable,
  and


●
            Collectability
      is reasonably assured.





Selling and Marketing Expenses
– Selling and marketing expenses include the costs of selling
merchandise, including preparing the merchandise for sale, such as picking,
packing, warehousing and order charges. All shipping and handling are expensed
as incurred and outbound freight is not billed to customers.





Advertising Costs – The
Company expenses advertising costs as incurred or the first time advertising
takes place. Point of sale materials are accounted for as inventory and charged
to expense as utilized.





Research and Development –
Research and development costs are expensed as incurred. Engineers and technical
staff are involved in the production of our products as well as on-going
research, with no segregation of the portion of their salaries relating to
research and development from the portion of their salaries relating to
production. The total salaries are included in cost of goods sold. Research and
development expense for the period ended March 31, 2009 and 2008 is $277,345 and
$215,434, respectively and is included in general and administrative
expenses.


7
 AMERICAN
ORIENTAL BIOENGINEERING, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 As
of March 31, 2009
 (UNAUDITED)


Foreign Currency Translation
– The accompanying condensed consolidated financial statements are
presented in United States dollars (USD). The functional currency of the Company
is the Chinese Renminbi (RMB). Capital accounts of the condensed consolidated
financial statements are translated into United States dollars from RMB at their
historical exchange rates when the capital transactions occurred. Assets and
liabilities are translated at the exchange rates as of balance sheet date.
Income and expenditures are translated at the average exchange rate for the
quarter.




2009
                        
                        2008Quarter
      end RMB : US$ exchange rate
                        6.8456
                        
                        7.0222Average
      quarterly RMB : US$ exchange rate
                        6.8499
                        
                        7.1682





The RMB
is not freely convertible into foreign currency and all foreign exchange
transactions must take place through authorized institutions. No representation
is made that the RMB amounts could have been, or could be, converted into USD at
the rates used in translation.





Comprehensive Income –
Comprehensive income is defined to include changes in equity except those
resulting from investments by owners and distributions to owners. Among other
disclosures, items that are required to be recognized under current accounting
standards as components of comprehensive income are required to be reported in a
financial statement that is presented with the same prominence as other
financial statements. Comprehensive income includes net income and the foreign
currency translation gain, net of tax.





Stock Based Compensation –
The Company adopted SFAS No. 123R in the first quarter of 2006, at which
time the Company began recognizing an expense for unvested share-based
compensation that has been issued or will be issued after that date. The Company
adopted SFAS No. 123R on a prospective basis.





The
Company estimates fair value of restricted stock based on the number of shares
granted and the quoted price of the Company’s common stock on the date of grant.
The fair value of stock options is estimated using the Black-Scholes model. The
Company’s expected volatility assumption is based on the historical volatility
of Company’s stock. The expected life assumption is primarily based on
historical exercise patterns and post-vesting termination behavior. The
risk-free interest rate for the expected term of the option is based on the U.S.
Treasury yield curve in effect at the time of grant.





Stock
compensation expense recognized is based on awards expected to vest, and there
were no estimated forfeitures as the current options outstanding were only
issued to founders and senior executives of the Company, which have very low
turnover. SFAS No. 123R requires forfeitures to be estimated at the time of
grant and revised in subsequent periods, if necessary, if actual forfeitures
differ from those estimates.





The fair
value of the stock based compensation expense for quarter ended March 31, 2009
and 2008 was $234,631 and $135,121, respectively.





Income Taxes – The Company
accounts for income tax using an asset and liability approach and allows for
recognition of deferred tax benefits in future years. Under the asset and
liability approach, deferred taxes are provided for the net tax effects of
temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes. A
valuation allowance is provided for deferred tax assets if it is more likely
than not these items will expire before either the Company is able to realize
their benefits, or that future realization is uncertain. The Company had adopted
FIN 48 January 1, 2007. See Note 18.





Segmental Reporting – The Company has two
operating segments based on its major lines of businesses: manufacturing and
distribution. Each operating segment derives its revenues from the sale of
products or services, respectively and each is the responsibility of a group of
senior management of the Company who has knowledge of product and service
specific operational risks and opportunities. The Company’s chief operating
decision maker reviews and evaluates two sets of financial information deciding
how to allocate resources and in assessing performance.


8
 AMERICAN
ORIENTAL BIOENGINEERING, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 As
of March 31, 2009
 (UNAUDITED)


For the
three months ended March 31, 2009 and 2008 the Company’s manufacturing and
distribution revenue are as follows:


Three
      Months Ended March 31,
                                    Unaudited2009
                                  
                                  
                                  2008Revenue
      from pharmaceutical products
                                  
                                  $
                                  34,679,469
                                  
                                  
                                  $
                                  31,859,382Revenue
      from nutraceutical products
                                  
                                  
                                  8,912,393
                                  
                                  
                                  
                                  6,909,216Total
      manufacturing revenue
                                  
                                  
                                  43,591,862
                                  
                                  
                                  
                                  38,768,598Distribution
      revenue
                                  
                                  
                                  2,485,328
                                  
                                  
                                  
                                  —Total
      revenue
                                  
                                  $
                                  46,077,190
                                  
                                  
                                  $
                                  38,768,598





For the
three months ended March 31, 2009 and 2008 the Company’s operating income are as
follows:




Three
      Months Ended March 31,
                                    Unaudited2009
                                  
                                  
                                  2008Operating
      income from pharmaceutical products
                                  
                                  $
                                  7,763,006
                                  
                                  
                                  $
                                  9,232,216Operating
      income from nutraceutical products
                                  
                                  
                                  3,440,899
                                  
                                  
                                  
                                  2,744,804Total
      manufacturing operating income
                                  
                                  
                                  11,203,905
                                  
                                  
                                  
                                  11,977,020Distribution
      operating income
                                  
                                  
                                  9,530
                                  
                                  
                                  
                                  —Total
      operating income
                                  
                                  $
                                  11,213,435
                                  
                                  
                                  $
                                  11,977,020





At March
31, 2009 and December 31, 2008, the total assets for the manufacturing and
distribution segments are as follows:




March
      31,2009
                            
                            
                            December
      31,2008UnauditedManufacturing
                            
                            $
                            462,790,565
                            
                            
                            $
                            454,418,832Distribution
                            
                            
                            50,228,388
                            
                            
                            
                            52,466,119Corporate
                            
                            
                            11,842,034
                            
                            
                            
                            17,169,886Total
      assets
                            
                            $
                            524,860,987
                            
                            
                            $
                            524,054,837





Cash and Cash Equivalents –
The Company considers all highly liquid investments purchased with original
maturities of three months or less to be cash equivalents. The majority of the
Company’s cash as of March 31, 2009 is in our current working capital account,
among which, $53,937,899 was the USD equivalent in RMB and Hong Kong Dollars
held in China, and $19,961,703 was outside China in USD and Hong Kong Dollars.
Included in the cash balance as of March 31, 2009 was $2,441,918 restricted cash
for the issuance of bank acceptance notes.




Fair Value of Financial
Instruments – SFAS 157 establishes a three-tier fair value hierarchy,
which prioritizes the inputs used in measuring fair value. The hierarchy
prioritizes the inputs into three levels based on the extent to which inputs
used in measuring fair value are observable in the market.




These
tiers include:




•  
Level 1—defined as observable inputs such as quoted prices in active
markets;


•   Level 2—defined as inputs other
than quoted prices in active markets that are either directly or indirectly
observable; and


•   Level 3—defined as unobservable
inputs in which little or no market data exists, therefore requiring an entity
to develop its own assumptions.


9
 AMERICAN
ORIENTAL BIOENGINEERING, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 As
of March 31, 2009
 (UNAUDITED)


The
assets measured at fair value on a recurring basis subject to the disclosure
requirements of SFAS 157 as of March 31, 2009 are as follows:





Fair
      Value Measurements at Reporting Date UsingCarrying
      value as of
                      March 31,
      2009
                    Quoted
      Prices in
                      Active
      Markets
                      for
      Identical
                      Assets
                      (Level 1)
                    Significant
      Other
                      Observable
                      Inputs
                      (Level 2)
                    Significant
                      Unobservable
      Inputs
                      (Level 3)Cash
      and cash equivalents
                    73,899,602
                    73,899,602
                    -
                    -





Cash and
cash equivalents consist primarily of highly rated money market funds at a
variety of well-known institutions with original maturities of three months or
less. The original cost of these assets approximates fair value due to their
short term maturity.





New
Accounting Standards –




Recently
Adopted Accounting Standards





In June
2008, the FASB issued FASB Staff Position (FSP) Emerging Issues Task Force
(“EITF”) 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment
Transactions Are Participating Securities”. Under this FSP, if our instruments
granted in share-based payment transactions are determined to be participating
securities prior to vesting, we are required to use the two-class method of
calculating earnings per share as described in SFAS No. 128, Earnings per
Share, and to adjust our prior period earnings per share calculations. We
adopted this FSP in 2009 and determined there was no material impact on our
consolidated financial statements.





In April
2008 the FASB approved FSP FAS 142-3, Determination of the Useful Life of
Intangible Assets. FSP FAS 142-3 amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible
Assets. It is effective for financial statements issued for fiscal years
beginning after December 15, 2008 and interim periods within those fiscal
years and should be applied prospectively to intangible assets acquired after
the effective date. The FSP also requires expanded disclosure related to the
determination of useful lives for intangible assets and should be applied to all
intangible assets recognized as of, and subsequent to the effective date. The
adoption of FSP FAS 142-3 did not have a material impact to our consolidated
financial statements.




In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities.The statement amends and expands the
disclosure requirements of FASB Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities.SFAS No. 161 is effective for
our fiscal and interim period financial statements beginning 2009. The adoption
of SFAS 161 did not have a material impact to our consolidated financial
statements.


In
December 2007, the FASB issued SFAS No. 141(R), Business Combinations. The
statement, which replaces Statement 141, Business Combinations,
substantially changes the accounting for and reporting of business combinations
including (i) expanding the definition of a business and a business
combination; (ii) requiring all assets and liabilities of the acquired
business, including goodwill, contingent assets and liabilities, and contingent
consideration to be recorded at fair value on the acquisition date;
(iii) requiring acquisition-related transaction and restructuring costs to
be expensed rather than accounted for as acquisition costs; and
(iv) requiring reversal of valuation allowances related to deferred tax
assets and changes to acquired income tax uncertainties to be recognized in
earnings. We will apply this statement prospectively to business combinations
for which the acquisition date is after January 1, 2009.




As of
January 1, 2008, we adopted SFAS No. 157, Fair Value Measurements.This
statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles, and expands disclosures about fair
value measurements. In February 2008, the FASB approved FSP FAS 157-2, Effective Date of FASB Statement
No. 157, which permitted companies to partially defer the effective
date of SFAS No. 157, until fiscal years beginning after November 15,
2008, for nonfinancial assets and nonfinancial liabilities that are recognized
or disclosed at fair value in the financial statements on a nonrecurring basis.
FSP FAS 157-2 did not permit companies to defer recognition and disclosure
requirements for financial assets and financial liabilities or for nonfinancial
assets and nonfinancial liabilities that are remeasured at least annually. We
applied the provisions of Statement 157 to our nonfinancial assets and
nonfinancial liabilities on January 1, 2009. The adoption did not have a
material impact on our consolidated financial statements.


10
 AMERICAN
ORIENTAL BIOENGINEERING, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 As
of March 31, 2009
 (UNAUDITED)


Recently
Issued Accounting Standards




In
December 2008, the FASB approved FSP No. FAS 132(R)-1, Employers’ Disclosures about
Postretirement Benefit Plan Assets, which provides guidance on an
employer’s disclosures about plan assets of a defined benefit pension or other
postretirement plan. These disclosures include how investment allocation
decisions are made, information about major categories of plan assets,
significant concentrations of risks within plan assets, and fair value
measurements of plan assets. Our effective date is December 31, 2009. We
are not required to present the disclosures for prior periods.




On
April 1, 2009, the FASB approved FSP FAS 141(R)-1, Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies,which amends Statement 141(R) and eliminates the distinction between
contractual and non-contractual contingencies. Under FSP FAS 141(R), an acquirer
is required to recognize at fair value an asset acquired or liability assumed in
a business combination that arises from a contingency if the acquisition-date
fair value of that asset or liability can be determined during the measurement
period. If the acquisition-date fair value cannot be determined, the acquirer
applies the recognition criteria in SFAS No. 5, Accounting for Contingencies
and Interpretation 14, “Reasonable Estimation of the Amount of a Loss – and
interpretation of FASB Statement No. 5,” to determine whether the
contingency should be recognized as of the acquisition date or after
it.




FSP FAS
115-2 and FAS 124-2 amends the other-than-temporary impairment guidance in U.S.
GAAP for debt securities to make the guidance more operational and to improve
the presentation and disclosure of other-than-temporary impairments on debt and
equity securities in the financial statements. It did not amend existing
recognition and measurement guidance related to other-than-temporary impairments
of equity securities. We are required to adopt this FSP for our interim and
annual reporting periods ending after June 15, 2009. This FSP does not
require disclosures for periods presented for comparative purposes at initial
adoption. This FSP requires comparative disclosures only for periods ending
after initial adoption.





On
April 9, 2009, the FASB also approved FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value
of Financial Instrumentsto require disclosures about fair value of
financial instruments in interim period financial statements of publicly traded
companies and in summarized financial information required by APB Opinion
No. 28, Interim Financial
Reporting. We are required to adopt this FSP for our interim and annual
reporting periods ending after June 15, 2009. This FSP does not require
disclosures for periods presented for comparative purposes at initial adoption.
This FSP requires comparative disclosures only for periods ending after initial
adoption.


11
 AMERICAN
ORIENTAL BIOENGINEERING, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 As
of March 31, 2009
 (UNAUDITED)


NOTE
3 – EARNINGS PER SHARE





Basic
earnings per share are computed by dividing income available to common
shareholders by the weighted-average number of common shares outstanding,
excluding common shares to be delivered under a prepaid forward repurchase
contract (3,712,700 shares), during the period. Diluted earnings per share is
computed similar to basic earnings per share except that the denominator is
increased to include the number of additional common shares that would have been
outstanding if the potential common shares had been issued and if the additional
common shares were dilutive.





The
following is a reconciliation of the numerator and denominator used in the
calculation of basic and diluted earnings per share available to common
shareholders.





Three
      Months Ended March 31,2009
                      
                      
                      2008UnauditedNumerator:Net
      income
                      
                      $
                      7,866,501
                      
                      
                      $
                      9,422,129Interest
      expense on convertible securities, net of taxes
                      
                      
                      1,437,500
                      
                      
                      
                      -Amortization
      of  financing costs, net of taxes
                      
                      
                      232,072
                      
                      
                      
                      -Net
      income, as adjusted
                      
                      $
                      9,536,073
                      
                      
                      $
                      9,422,129Denominator:Weighted
      average shares outstanding – Basic
                      
                      
                      74,538,593
                      
                      
                      
                      78,191,242Effect
      of dilutive instruments:Stock
      options
                      
                      
                      -
                      
                      
                      
                      -Convertible
      notes
                      
                      
                      12,379,010
                      
                      
                      
                      -Warrants
                      
                      
                      -
                      
                      
                      
                      1,553Weighted
      average shares outstanding - Diluted
                      
                      
                      86,917,603
                      
                      
                      
                      78,192,795





The
calculation of weighted average common shares outstanding for the diluted
calculation excludes consideration of stock options covering 193,900 and 0
shares for the three months ended March 31, 2009 and 2008, respectively,
because the exercise of these options would not have been dilutive for those
periods due to the fact that the exercise prices were greater than the weighted
average market price of our common stock for each of those periods.





As more
fully discussed in Notes 13, the Company had certain convertible notes
outstanding during the periods presented. The aggregate number of shares of
common stock that could be issued in the future to settle these notes is deemed
outstanding for the purposes of the calculation of diluted earnings per share.
This approach, referred to as the if-converted method, requires that such shares
be deemed outstanding regardless of whether the notes are then contractually
convertible into the Company’s common stock. For this if-converted calculation,
the interest expense and issuance costs (net of tax) attributable to these notes
are added back to Net Income, reflecting the assumption that the notes have been
converted.





NOTE
4 – INVENTORIES





Inventories
are summarized as follows:


March
      31, 2009
                  
                  
                  December
      31, 2008UnauditedRaw
      materials
                  
                  $
                  6,217,071
                  
                  
                  $
                  5,569,981Work
      in progress
                  
                  
                  3,340,637
                  
                  
                  
                  2,350,291Finished
      goods
                  
                  
                  8,514,381
                  
                  
                  
                  5,289,28018,072,089
                  
                  
                  
                  13,209,552Less:
      provision for slow moving inventories
                  
                  
                  (118,014
                  )
                  
                  
                  (167,429
                  )Inventories,
      net
                  
                  $
                  17,954,075
                  
                  
                  $
                  13,042,123





12
 AMERICAN
ORIENTAL BIOENGINEERING, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 As
of March 31, 2009
 (UNAUDITED)


NOTE
5 – NOTES RECEIVABLE





Notes
receivable are bank acceptance notes collected from customers. All the notes do
not bear interest and are to be received within one year.





NOTE
6 – LAND USE RIGHTS





Land use
rights consist of the following:





March
      31, 2009
                      
                      
                      December
      31, 2008UnauditedCost
      of land use rights
                      
                      $
                      152,416,921
                      
                      
                      $
                      152,297,695Less:
      Accumulated amortization
                      
                      
                      (4,097,829
                      )
                      
                      
                      (3,308,825
                      )Land
      use rights, net
                      
                      $
                      148,319,092
                      
                      
                      $
                      148,988,870





Amortization
expense for the three months ended March 31, 2009 and 2008 was $784,630 and
$267,623, respectively.





As of
March 31, 2009, the net book value of land use rights pledged as collateral was
$13,466,855. See Note 13.





NOTE
7 – CONSTRUCTION IN PROGRESS





Construction
in progress as of March 31, 2009 and December 31, 2008 was $25,675,899 and
$25,385,835, respectively. During 2008, the Company acquired land use rights
located close to its operating subsidiaries and started construction projects
for the expansion of manufacturing facilities. These construction projects were
in progress as of March 31, 2009.





NOTE
8 – PROPERTY, PLANT AND EQUIPMENT





Property,
plant and equipment consist of the following:





March
      31, 2009
                  
                  
                  December
      31, 2008UnauditedAt
      cost:Buildings
                  
                  $
                  91,314,702
                  
                  
                  $
                  91,261,579Machinery
      and equipment
                  
                  
                  20,807,188
                  
                  
                  
                  20,665,315Motor
      vehicles
                  
                  
                  1,564,119
                  
                  
                  
                  1,568,059Office
      equipment
                  
                  
                  1,558,218
                  
                  
                  
                  1,543,300Other
      equipment
                  
                  
                  482,631
                  
                  
                  
                  482,097Leasehold
      improvement
                  
                  
                  29,187
                  
                  
                  
                  29,150115,756,045
                  
                  
                  
                  115,549,500Less
      : Accumulated depreciationBuildings
                  
                  
                  (5,315,359
                  )
                  
                  
                  (4,732,906
                  )Machinery
      and equipment
                  
                  
                  (11,228,295
                  )
                  
                  
                  (10,782,285
                  )Motor
      vehicles
                  
                  
                  (1,053,744
                  )
                  
                  
                  (998,535
                  )Office
      equipment
                  
                  
                  (836,069
                  )
                  
                  
                  (771,630
                  )Other
      equipment
                  
                  
                  (109,198
                  )
                  
                  
                  (91,078
                  )Leasehold
      improvement
                  
                  
                  (21,080
                  )
                  
                  
                  (18,623
                  )(18,563,745
                  )
                  
                  
                  (17,395,057
                  )Property,
      plant and equipment, net
                  
                  $
                  97,192,300
                  
                  
                  $
                  98,154,443





Depreciation
expense for the three months ended March 31, 2009 and 2008 was $1,157,778 and
$782,020, respectively.





As of
March 31, 2009, the net book value of property, plant and equipment pledged as
collateral for a bank loan was $7,070,888. See Note 13.


13
 AMERICAN
ORIENTAL BIOENGINEERING, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 As
of March 31, 2009
 (UNAUDITED)


NOTE
9 – OTHER INTANGIBLE ASSETS, NET





Other
intangible assets are summarized as follows:





March
      31, 2009
                            
                            
                            December
      31, 2008UnauditedAt
      cost:Product
      licenses
                            
                            $
                            15,505,393
                            
                            
                            
                            15,485,939Trademarks
                            
                            
                            10,571,925
                            
                            
                            
                            10,558,660Patents
                            
                            
                            4,802,204
                            
                            
                            
                            4,796,179Proprietary
      technology
                            
                            
                            282,018
                            
                            
                            
                            281,664Software
                            
                            
                            73,734
                            
                            
                            
                            73,64031,235,274
                            
                            
                            
                            31,196,082Less:
      Accumulated amortization
                            
                            
                            (8,808,881
                            )
                            
                            
                            (7,505,642
                            )Other
      intangible assets, net
                            
                            $
                            22,426,393
                            
                            
                            
                            23,690,440





Amortization
expense for the three months ended March 31, 2009 and 2008 was $1,292,997 and
$1,233,830 respectively.





NOTE
10 –ACQUISITIONS





On
October 18, 2008, the Company acquired from the Nuo Hua Investment Company
Limited (“Nuo Hua”) shareholders all of the issued and outstanding shares of
capital stock of Nuo Hua. Nuo Hua owns 55% equity of Yushuntang Pharmaceutical
Co., Ltd. in Jilin province, and 30% equity of a wholesale and a distribution
company in Shandong province, (“Nuo Hua Affiliate”). Nuo Hua, through its
subsidiary and affiliated company, distributes pharmaceutical products through
sales network covering major urban and rural areas in China.





On
October 20, 2008, the Company acquired from the GuangXi HuiKe
Pharmaceutical Research and Development Co., Ltd. (“GHK”) shareholders all of
the issued and outstanding shares of capital stock of GHK. GHK is engaged in
pharmaceutical research and product development leading to SFDA approval and
expedient product launches in China. The Company provides research and
development through innovative technology, raw material selection, extraction
and production of pharmaceutical products.





The
results of operations for Nuo Hua and GHK are included in the consolidated
results of operations for the three months ended March 31, 2009.





The
following unaudited pro forma combined condensed statements of income for the
three months ended March 31, 2008 have been prepared as if the acquisitions of
Nuo Hua and GHK occurred on January 1, 2008. The statements are based on
accounting for the business acquisitions under purchase accounting. The pro
forma information may not be indicative of the results that actually would have
occurred if the acquisition had been in effect from and on the dates indicated
or which may be obtained in the future.




Three
      Months Ended March 31,
                          Unaudited2009
                        
                        
                        2008
      Pro Forma CombinedRevenues
                        
                        $
                        46,077,190
                        
                        
                        $
                        45,059,619Income
      from Operations
                        
                        
                        11,213,435
                        
                        
                        
                        11,990,107Net
      Income attribute to controlling interest
                        
                        
                        7,866,501
                        
                        
                        
                        9,646,244Net
      Income Per ShareBasic
                        
                        $
                        0.11
                        
                        
                        $
                        0.12Diluted
                        
                        $
                        0.11
                        
                        
                        $
                        0.12Weighted
      Average number of shares outstandingBasic
                        
                        
                        74,538,593
                        
                        
                        
                        78,191,242Diluted
                        
                        
                        86,917,603
                        
                        
                        
                        78,192,795


14
 AMERICAN
ORIENTAL BIOENGINEERING, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 As
of March 31, 2009
 (UNAUDITED)


NOTE
11 – INVESTMENTS AND ADVANCES IN UNCONSOLIDATED ENTITIES





Long-term
investments and advances include our equity investment in China Aoxing
Pharmaceutical Company, Inc. (“CAXG”), equity investments in a wholesale and
distribution company in Shandong province, (“Nuo Hua Affiliate”) and Hezhou
Jinji Color Printing Co Ltd. (“Jinji Printing”). CAXG is a China-based
pharmaceutical company specializing in research, development, manufacturing and
distribution of narcotic and pain-management products in China. Nuo Hua
Affiliate maintains a significant presence in pharmaceutical wholesale and
retail distribution in China. Jinji Printing is a color printing company
focusing on the printing of external packaging materials.





The
Company owns 36% equity interest in CAXG through an $18 million direct
investment of its common stock in April 2008. The cost of investment in excess
of our estimate of the underlying equity in net assets at the time of the
investments was estimated to be around $1,369,799. The Company also owns 30%
equity interest in Nuo Hua Affiliate through the acquisition of Nuo Hua
Investment Company Ltd. in October 2008 and the Company owns 40% equity interest
in Jinji Printing through the acquisition of Guangxi Lingfeng Pharmaceutical Co.
in April 2006. Long-term investments are accounted for using the equity
accounting method.





The
following table summarizes the long-term investments and advances as of March
31, 2009 and December 31, 2008:





March 31, 2009
                            
                            
                            December 31, 2008UnauditedCost
      of investments:CAXG
                            
                            $
                            18,000,000
                            
                            
                            $
                            18,000,000Nuo
      Hua Affiliate
                            
                            
                            32,999,023
                            
                            
                            
                            32,999,023Jinji
      Printing printing
                            
                            
                            86,067
                            
                            
                            
                            86,067Share
      of equity income (loss):CAXG
                            
                            
                            (1,637,869
                            )
                            
                            
                            (1,580,344
                            )Nuo
      Hua Affiliate
                            
                            
                            1,310,055
                            
                            
                            
                            773,415Jinji
      Printing
                            
                            
                            43,881
                            
                            
                            
                            42,303Advances:CAXG
                            
                            
                            4,613,001
                            
                            
                            
                            4,520,209Jinji
      Printing
                            
                            
                            140,280
                            
                            
                            
                            122,391Long-term
      investment and advances
                            
                            $
                            55,554,438
                            
                            
                            $
                            54,963,064





For the
three months ended March 31, 2009 the Company’s equity in earnings from
unconsolidated entities are as follows:




Three
      Months Ended March 31, 2009
                                  UnauditedEquity
      in income from Nuo Hua Affiliate
                                
                                $
                                493,903Equity
      in loss from CAXG
                                
                                
                                (57,525
                                )Equity
      in income (loss) from Jinji Printing
                                
                                
                                1,416Total
      equity in earnings from unconsolidated entities
                                
                                $
                                437,794
 Included
in the advance to CAXG is a RMB30 million, or approximately $4.3 million,
convertible promissory note principal the accrued interest. The note bears
interest at a rate of 8% payable quarterly in arrears and matures in one year.
CAXG may elect to make the quarterly loan payments in cash or to convert the
payments into shares of its common stock. The Company also has the option to
receive payment in shares of CAXG’s common stock if CAXG is either unable to
repay the loan in cash or consents to the conversion of its payment obligations
into shares of its common stock.


15
 AMERICAN
ORIENTAL BIOENGINEERING, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 As
of March 31, 2009
 (UNAUDITED)


NOTE
12 – DEPOSIT FOR LONG-TERM ASSETS





Deposits
for long term assets are refundable deposits to acquire land use rights located
in the PRC. The long-lived assets to be acquired will be for use in the
expansion of some of the Company's current manufacturing facilities and are not
intended for resale by the Company. The deposits will be reclassified to the
respective accounts under the long lived assets upon the transfers of legal
title.





NOTE
13 – DEBT





Short-term
bank loans are obtained from local banks with interest rate from 5.31% to
7.47% per annum. All the short-term bank loans are repayable within one
year and are secured by plant and equipment and land use rights owned by the
Company. See Notes 7 and 9.





Long-term
loan includes
a mortgage loan that bears 4.25% interest per annum and is repayable over 15
years.





Current
notes payable was $3,277,285 as of March 31, 2009 with interest rate from
1.98% to 7.06% per annum and is repayable on demand.





Interest
expense for all outstanding debt was $114,984 and $201,249 for the three months
ended March 31, 2009 and 2008, respectively.





NOTE
14 – CONVERTIBLE NOTES AND PREPAID FORWARD CONTRACT




On
July 15, 2008, the Company closed a private offering and issued $115
million aggregate principal amount of 5.00% Convertible Senior Notes due 2015
(the “Notes”). The Notes were sold to qualified institutional buyers in a
private placement exempt from the registration requirements of the Securities
Act of 1933, as amended. The net proceeds from the sale of the Notes was
approximately $110 million, after deducting the placement agents’ commission and
estimated offering expenses payable by the Company. The following is a brief
summary of certain terms of this offering.




•
            Total
      offering is $115,000,000 aggregate principal amount of 5.00% Convertible
      Senior Notes due on July 15,
2015.




•
            Interest
      at 5.00% per year, payable semiannually in arrears in
      cash.




•
            The
      Notes are convertible, at the option of the holder, at any time prior to
      the close of business on the second business day preceding the maturity
      date based on an initial conversion rate of 107.6195 shares per $1,000
      principal amount of Notes, which represents an initial conversion price of
      approximately $9.29 per share. (See
below)




•
            The
      conversion rate is subject to certain adjustments. In particular, holders
      who convert their Notes in connection with certain fundamental changes may
      be entitled to a make whole premium in the form of additional shares of
      our common stock.




•
            The
      initial conversion rate may be adjusted on January 15, 2009 if the
      volume weighted average price (“VWAP”) of our common stock for each of the
      30 consecutive trading days ending on January 15, 2009 is less than
      $8.08 per share, then the conversion rate will be increased as a one-time
      purchase price adjustment such that the conversion price as adjusted would
      represent the greater of (1) 115.0% of such arithmetic average of the
      daily VWAP and (2) $8.08. (See
below)




•
            Holders
      may require the Company to purchase all or a portion of their Notes on
      July 15, 2013 for cash at a price equal to 100% of the principal
      amount of the Notes to be purchased, plus accrued and unpaid interest, if
      any, to, but excluding, the purchase
date.




•
            If
      a fundamental change occurs, holders will have the right to require the
      Company to purchase for cash all or any portion of their Notes. The
      fundamental change purchase price will be 100% of the principal amount of
      the Notes to be purchased plus accrued and unpaid interest, if any, to,
      but excluding, the fundamental change purchase
  date.




•
            The
      Notes will be direct unsecured, unsubordinated obligations and will rank
      equal in right of payment to all of the Company’s existing and future
      unsecured and unsubordinated indebtedness. The Notes will be effectively
      subordinated to all of the Company’s existing and future secured
      indebtedness.


16
 AMERICAN
ORIENTAL BIOENGINEERING, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 As
of March 31, 2009
 (UNAUDITED)




Convertible
notes issuance costs incurred by the Company that were directly attributable to
the issuance of the  Notes were deferred and are charged to the
consolidated statements of income using the straight-line method over the term
of the convertible notes, the results of which approximate the effective
interest rate method.




The
Company has determined that the conversion feature embedded in the Notes is not
required to be bifurcated and accounted for as a derivative pursuant to SFAS
No. 133 “Accounting for Derivative Instruments and Hedging Activities”,
since the embedded conversion feature is indexed to the Company’s own stock,
after considering EITF 07-5, “Determining Whether an Instrument (or Embedded
Feature) Is Indexed to an Entity's Own Stock”, and would be classified in
shareholders’ equity if it was a free-standing instrument pursuant to guidance
in EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Company’s Own Stock”. Further, since the conversion
price of the Notes exceeded the market price of the Company’s ordinary shares on
the date of issuance of the Notes, no portion of the proceeds from the issuance
was accounted for as attributable to the conversion feature.




As of
March 31, 2009, the conversion price was set at $8.08 per share.





NOTE
15 – PREPAID FORWARD SHARES REPURCHASE TRANSACTION




In
connection with the offering of the Notes, the Company entered into a prepaid
forward shares repurchase contract with an affiliate of the lead placement agent
(“Merrill affiliate”). Pursuant to the prepaid forward shares repurchase
contract, the Company paid approximately $30 million to the Merrill affiliate to
fund the purchase of 3.7 million shares of common stock for settlement at
or about maturity of the notes. The forward shares purchase transaction was also
intended to reduce the potential dilution of our common stock that would result
from the conversion of the Notes into shares of our common stock.




The
Company accounted for the forward shares purchase transaction pursuant to
guidance in EITF 00-19. Accordingly, the $30 million cost of the forward stock
purchase transaction was recorded as a reduction to additional paid in capital
in the Balance Sheet as of December 31, 2008 and will not recognize
subsequent changes in fair value.




The
Company is potentially subject to significant concentration of credit risk with
respect to the prepaid forward repurchase contract. The fact that the Merrill
affiliate has merged with Bank of America reduced the bankruptcy and default
risk. We will closely monitor the third depositary and may request early
settlement of the contract prior to the maturity of the convertible
notes.





NOTE
16 – SHAREHOLDERS’ EQUITY




Preferred
Stock




The
Company has 1,000,000 shares of Series A preferred stock (“Series A”) issued and
outstanding. Pursuant to the terms of the Series A, the holder holds aggregate
voting power equal to 25% of the combined voting power of our common stock and
preferred stock. The percentage of voting power represented by the Series A
cannot be diluted by the issuance of additional shares of common stock. The
Series A has a liquidation preference equal to its initial issue price that will
be paid to the holders of the Series A upon liquidation, dissolution or winding
up and prior to any distributions being made to holders of our common
stock.




Common
Stock




A. Issuance of Common
Stock




During
the three months ended March 31, 2009, the Company issued 42,471 restricted
common stocks as stock compensation in connection with the services rendered by
the Company’s independent directors in 2008.




B. Stock
Options




The
Company recorded total stock option compensation expenses of $234,631 for the
three months ended March 31, 2009. Of the total value of the option grants,
$3,652,310 has not yet been recognized and will be amortized over the requisite
service periods.


17
 AMERICAN
ORIENTAL BIOENGINEERING, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 As
of March 31, 2009
 (UNAUDITED)




The
following table summarizes the stock option activities of the Company:


Activity
                        
                        
                        Weighted Average
                          Exercise PriceOutstanding
      as of January 1, 2009
                        
                        
                        2,421,257
                        
                        
                        $
                        8.58Granted
                        
                        
                        —
                        
                        
                        
                        —Exercised
                        
                        
                        —
                        
                        
                        
                        —Cancelled
                        
                        
                        —
                        
                        
                        
                        —Outstanding
      as of March 31, 2009
                        
                        
                        2,421,257
                        
                        
                        $
                        8.58




The
following table summarizes information about stock options outstanding as of
March 31, 2009:




Options
      Outstanding
                            
                            Options
      ExercisableRange of Exercise Prices
                            Number of
                              Shares
                            Weighted
                              Average
                              Exercise
                              Price
                            Weighted Average
                              Remaining
                              Contractual Life
                              (in years)
                            
                            Number of
                              Shares
                            Weighted
                              Average
                              Exercise
                              Price$8.54
      - $10.74
                            969,500
                            $         10.04
                            4
                            
                            193,900
                            $        10.04$4.95
      - $8.35
                            1,451,757
                            $           7.61
                            5
                            
                            —
                            —2,421,257
                            
                            
                            
                            193,900




All
options granted have no intrinsic value at grant date and at the date of this
financial statements as exercise price of all vested or unvested options was
higher than the market price. The weighted average fair value per share of the
2,421,257 options issued under the Company’s 2006 Equity Incentive Plan is $2.08
per share. As of March 31, 2009, the Company has 193,900 outstanding vested
stock options, with an exercise price above the average market price, are
excluded from the Company’s diluted computation.




C. Common Stock to be
Issued




For the
three months ended March 31, 2009, the Company recorded general and
administrative expenses of $97,000 for the stock compensation in connection with
the services rendered by the Company’s independent directors and $80,000 for a
consultant. A total of 22,425 shares of common stock are issuable as of
March 31, 2009.





NOTE
17 – COMMITMENTS




As of
March 31, 2009, the Company entered into unconditional capital commitments
for the purchase of land use rights and construction of manufacturing facilities
in the People’s Republic of China for $5,933,820 within one year and $13,584,127
after one year. In addition, the Company had an advertisement contract
commitment for $7,078,116.




As of
March 31, 2009, the Company has no material unconditional purchase
commitments for raw materials, packing materials.


18
 AMERICAN
ORIENTAL BIOENGINEERING, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 As
of March 31, 2009
 (UNAUDITED)


NOTE
18 – TAXES





(a)
            Corporate
      Income Tax (“CIT”)





The
Company has not recorded a provision for U.S. federal income tax for the quarter
ended March 31, 2009 due to the net operating loss carry forward in the
United States.





On
March 16, 2007, the National People’s Congress of China approved the new
Corporate Income Tax Law of the People’s Republic of China (the “New CIT Law”),
which is effective from January 1, 2008. Under the new CIT Law, the
corporate income tax rate applicable to most companies is 25% instead of the old
tax rate of 33%. The new CIT Law also provides certain tax concession to
selective eligible companies. All our manufacturing subsidiaries, including GLP,
Boke, Three Happiness, HSPL and CCXA were granted high-tech enterprise status
and enjoy a favorable tax rate of 15% from 2008 to 2010. High-tech enterprise
status is renewable and re-application should be done prior to the tax
preferences expire. HQPL, Nuo Hua and GHK do not qualify for any tax concession
and they have a 25% tax rate.




The
Company’s tax expense differs from the “expected” tax expense as
follows:





Three
      Months Ended March 31,
                      (Unaudited)2009
                    
                    
                    2008Computed
      "expected" expense
                    
                    $
                    2,492,450
                    
                    
                    $
                    3,371,119Favorable
      tax rate effect
                    
                    
                    (1,390,303
                    )
                    
                    
                    (868,678
                    )Permanent
      difference
                    
                    
                    1,001,152
                    
                    
                    
                    (32,493
                    )Income
      tax expense
                    
                    $
                    2,103,299
                    
                    
                    $
                    2,469,948





The
provisions for income taxes are summarized as follows:





Three
      Months Ended March 31,
                      (Unaudited)2009
                    
                    
                    2008Current
                    
                    $
                    2,182,283
                    
                    
                    $
                    2,549,139Deferred
                    
                    
                    (78,984
                    )
                    
                    
                    (79,191
                    )Total
                    
                    $
                    2,103,299
                    
                    
                    $
                    2,469,948




19
 AMERICAN
ORIENTAL BIOENGINEERING, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 As
of March 31, 2009
 (UNAUDITED)


The tax
effects of temporary differences that give rise to the Company’s net deferred
tax liabilities as of March 31, 2009 and December 31, 2008 are as
follows:





March
      31, 2009
                  
                  
                  December
      31, 2008UnauditedDeferred
      tax assetsCurrentBad
      debts
                  
                  $
                  9,663
                  
                  
                  $
                  9,651Other
      costs
                  
                  
                  446,781
                  
                  
                  
                  337,565Total
      current deferred tax assets
                  
                  
                  456,444
                  
                  
                  
                  347,216Non-currentBad
      debts
                  
                  
                  216,366
                  
                  
                  
                  216,094Amortization
                  
                  
                  171,231
                  
                  
                  
                  164,313Other
      costs
                  
                  
                  859,714
                  
                  
                  
                  858,636Stock
      provision
                  
                  
                  32,124
                  
                  
                  
                  32,083Depreciation
                  
                  
                  42,759
                  
                  
                  
                  42,706Total
      non-current deferred tax assets
                  
                  
                  1,322,194
                  
                  
                  
                  1,313,832Total
      deferred tax assets
                  
                  $
                  1,778,638
                  
                  
                  $
                  1,661,048Deferred
      tax liabilitiesCurrentOver
      accrual of welfare
                  
                  $
                  (114,984
                  )
                  
                  $
                  (114,840
                  )Boke
      acquisition
                  
                  
                  (805,826
                  )
                  
                  
                  (667,096
                  )CCXA
      acquisition
                  
                  
                  25,852
                  
                  
                  
                  45,704Other
                  
                  
                  (104,496
                  )
                  
                  
                  (109,794
                  )Total
      current deferred tax liabilities
                  
                  
                  (999,454
                  )
                  
                  
                  (846,026
                  )Non-currentOver
      accrual of welfare
                  
                  
                  (18,307
                  )
                  
                  
                  (18,283
                  )Amortization
                  
                  
                  (308,552
                  )
                  
                  
                  (291,034
                  )Depreciation
                  
                  
                  (155,722
                  )
                  
                  
                  (130,803
                  )Government
      grant
                  
                  
                  (948,381
                  )
                  
                  
                  (1,019,319
                  )GLP
      acquisition
                  
                  
                  (3,836,103
                  )
                  
                  
                  (3,831,290
                  )CCXA
      acquisition
                  
                  
                  (4,415,499
                  )
                  
                  
                  (4,429,843
                  )Boke
      acquisition
                  
                  
                  (2,851,834
                  )
                  
                  
                  (2,985,975
                  )Others
                  
                  
                  (238,778
                  )
                  
                  
                  (166,351
                  )Other
      comprehensive income
                  
                  
                  (3,328,872
                  )
                  
                  
                  (3,210,870
                  )Total
      non-current deferred tax liabilities
                  
                  
                  (16,102,048
                  )
                  
                  
                  (16,083,768
                  )Total
      deferred tax liabilities
                  
                  
                  (17,101,502
                  )
                  
                  
                  (16,929,794
                  )Net
      deferred tax liabilities
                  
                  $
                  (15,322,864
                  )
                  
                  $
                  (15,268,746
                  )





The
Company adopted the provisions of Financial Accounting Standards Board (“FASB”)
Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an
Interpretation of FASB Statement No. 109 ,” (“FIN 48”), on January 1, 2007. The
Company did not have any material unrecognized tax benefits and there was no
effect on its financial condition or results of operations as a result of
implementing FIN 48.


20
 AMERICAN
ORIENTAL BIOENGINEERING, INC. AND SUBSIDIARIES
 NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 As
of March 31, 2009
 (UNAUDITED)




(b) Value
Added Tax (“VAT”)




Enterprises
or individuals who sell commodities, engage in repair and maintenance or import
or export goods in the PRC are subject to a value added tax in accordance with
the PRC laws. The value added tax standard rate is 17% of the gross sales price.
A credit is available whereby VAT paid on the purchases of semi-finished
products or raw materials used in the production of the Company’s finished
products can be used to offset the VAT due on the sales of the finished
products.




The VAT
payable balance of $3,281,776 and $6,262,715 at March 31, 2009 and
December 31, 2008 respectively are included in Other Payables and Accrued
Expenses in the accompanying condensed consolidated balance sheets.




(c) Tax
Holiday




Income
before income tax expense was $10 million and $11.9 million for the three months
ended March 31, 2009 and 2008 and was mainly attributed to subsidiaries with
operations in China. Income tax related to China income for the three months
ended March 31, 2009 was $2.1 million. The combined unaudited pro forma effects
of the income tax expense exemptions and reductions available to us are as
follows:




Three
      Months Ended March 31,
                          (Unaudited)2009
                        
                        
                        2008Tax
      holiday effect
                        
                        $
                        (1,390,303
                        )
                        
                        $
                        868,678Basic
      net income per share exclude tax holiday effect
                        
                        $
                        0.12
                        
                        
                        $
                        0.11




21




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




The
following discussion should be read in conjunction with the information
contained in the condensed consolidated financial statements of the Company and
the notes thereto appearing elsewhere herein and in conjunction with the
Management’s Discussion and Analysis set forth in (1) the Company’s Annual
Report on Form 10-K for the year ended December 31, 2008, and (2) the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2008. Readers
should carefully review the risk factors disclosed in the Company’s Form 10-K
for the year ended December 31, 2008 filed by the Company with the Securities
and Exchange Commission (SEC)..





As used
in this report, the terms “Company”, “we”, “our”, “us” and “AOB” refer to
American Oriental Bioengineering, Inc., a Nevada corporation.





PRELIMINARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS





This
quarterly report contains forward-looking statements within the meaning of the
federal securities laws. 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,”
“AOB believes,” “management believes” and similar language. The forward-looking
statements are based on the current expectations of AOB and are subject to
certain risks, uncertainties and assumptions, including those set forth in the
discussion under “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” in this report. Actual results may differ materially
from results anticipated in these forward-looking statements. We base the
forward-looking statements on information currently available to us, and we
assume no obligation to update them.





Investors
are also advised to refer to the information in our previous filings with the
SEC, especially on Forms 10-K, 10-Q and 8-K, in which we discuss in more detail
various important factors that could cause actual results to differ from
expected or historic results. It is not possible to foresee or identify all such
factors. As such, investors should not consider any list of such factors to be
an exhaustive statement of all risks and uncertainties or potentially inaccurate
assumptions.





CRITICAL ACCOUNTING POLICIES
AND ESTIMATES





This
section should be read together with the Summary of Significant Accounting
Policies included as Note 2 to the consolidated financial statements included in
our Annual Report on Form 10-K for 2008 filed with the SEC.





Estimates
affecting accounts receivable and inventories





The
preparation of our consolidated financial statements requires management to make
estimates and assumptions that affect our reporting of assets and liabilities
(and contingent assets and liabilities). These estimates are particularly
significant where they affect the reported net realizable value of the Company’s
accounts receivable and inventories.





At March
31, 2009, the Company provided a $130,631 reserve against accounts receivable.
Management’s estimate of the appropriate reserve on accounts receivable at March
31, 2009 was based on the aged nature of these accounts receivable. In making
its judgment, management assessed its customers’ ability to continue to pay
their outstanding invoices on a timely basis, and whether their financial
position might deteriorate significantly in the future, which would result in
their inability to pay their debts to the Company.





At March
31, 2009, the Company provided an allowance against its inventories amounting to
$118,014. Management determination of this allowance is based on potential
impairments to the current carrying value of the inventories due to slow moving
of aged inventories.  In making its estimate, management considered
the probable demand for our products in the future and historical trends in the
turnover of our inventories.





While the
Company currently believes that there is little likelihood that actual results
will differ materially from these current estimates, if customer demand for our
products decreases significantly in the near future, or if the financial
condition of our customers deteriorates in the near future, the Company could
realize significant write downs for slow-moving inventories or uncollectible
accounts receivable.


22


Policy
affecting recognition of revenue





Among the
most important accounting policies affecting our consolidated financial
statements is our policy of recognizing revenue in accordance with the SEC’s
Staff Accounting Bulletin (“SAB”) No. 104. Under this policy, all of the
following criteria must be met in order for us to recognize
revenue:





1.
            Persuasive
      evidence of an arrangement exists;


2.
            Delivery
      has occurred or services have been
rendered;


3.
            The
      seller’s price to the buyer is fixed or determinable;
  and


4.
            Collectability
      is reasonably assured.





The
majority of the Company’s revenue results from sales contracts with distributors
and revenue is recorded upon the shipment of goods. Management conducts credit
background checks for new customers as a means to reduce the subjectivity of
assuring collectability. Based on these factors, the Company believes that it
can apply the provisions of SAB 104 with minimal subjectivity.





RECENT ACCOUNTING
PRONOUNCEMENT




A
description of recent accounting pronouncements is set forth under “New
Accounting Standards” in Note 2 of the Notes to the Consolidated Financial
Statements contained in this Quarterly Report on Form 10-Q, and such description
is incorporated herein by reference. Such description contains all of the
information required with respect thereto.


23


RESULTS OF OPERATIONS –
THREE MONTHS ENDED MARCH 31, 2009 AS COMPARED TO THREE MONTHS ENDED MARCH 31,
2008





The
following table sets forth the amounts and the percentage relationship to
revenues of certain items in our condensed consolidated statements of income for
the three months ended March 31, 2009 and 2008:





Three
      Months Ended
                    March
      31,
                  
                  
                  Three
      Months Ended
                    March
      31,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008REVENUES
                  
                  $
                  46,077,190
                  
                  
                  $
                  38,768,598
                  
                  
                  
                  100
                  %
                  
                  
                  100
                  %COST
      OF GOODS SOLD
                  
                  
                  17,660,338
                  
                  
                  
                  12,477,636
                  
                  
                  
                  38.33
                  
                  
                  
                  32.18GROSS
      PROFIT
                  
                  
                  28,416,852
                  
                  
                  
                  26,290,962
                  
                  
                  
                  61.67
                  
                  
                  
                  67.82Selling
      and marketing
                  
                  
                  5,211,502
                  
                  
                  
                  5,029,708
                  
                  
                  
                  11.31
                  
                  
                  
                  12.99Advertising
                  
                  
                  5,567,357
                  
                  
                  
                  4,394,341
                  
                  
                  
                  12.08
                  
                  
                  
                  11.33General
      and administrative
                  
                  
                  4,565,643
                  
                  
                  
                  3,912,683
                  
                  
                  
                  9.91
                  
                  
                  
                  10.09Depreciation
      and amortization
                  
                  
                  1,858,915
                  
                  
                  
                  977,210
                  
                  
                  
                  4.03
                  
                  
                  
                  2.52Total
      operating expenses
                  
                  
                  17,203,417
                  
                  
                  
                  14,313,942
                  
                  
                  
                  37.33
                  
                  
                  
                  36.93INCOME
      FROM OPERATIONS
                  
                  
                  11,213,435
                  
                  
                  
                  11,977,020
                  
                  
                  
                  24.34
                  
                  
                  
                  30.89Equity
      in earnings from unconsolidated entities
                  
                  
                  437,794
                  
                  
                  
                  -
                  
                  
                  
                  0.95
                  
                  
                  
                  -Interest
      income (expense), net
                  
                  
                  (1,579,269
                  )
                  
                  
                  16,847
                  
                  
                  
                  (3.43
                  )
                  
                  
                  0.04Other
      expense, net
                  
                  
                  (98,609
                  )
                  
                  
                  (101,790
                  )
                  
                  
                  (0.21
                  )
                  
                  
                  (0.26
                  )INCOME
      BEFORE INCOME TAXES
                  
                  
                  9,973,351
                  
                  
                  
                  11,892,077
                  
                  
                  
                  21.64
                  
                  
                  
                  30.67Income
      taxes
                  
                  
                  2,103,299
                  
                  
                  
                  2,469,948
                  
                  
                  
                  4.56
                  
                  
                  
                  6.37NET
      INCOME
                  
                  $
                  7,870,052
                  
                  
                  $
                  9,422,129
                  
                  
                  
                  17.08
                  %
                  
                  
                  24.30
                  %NET
      INCOME ATTRIBUTABLE TO NON-CONTROLLING  INTEREST
                  
                  
                  (3,551
                  )
                  
                  
                  -
                  
                  
                  
                  (0.01
                  )
                  
                  
                  -NET
      INCOME ATTRIBUTABLE TO CONTROLLING  INTEREST
                  
                  
                  7,866,501
                  
                  
                  
                  9,422,129
                  
                  
                  
                  17.07
                  
                  
                  
                  24.30NET
      INCOME PER SHAREBASIC
                  
                  $
                  0.11
                  
                  
                  $
                  0.12DILUTED
                  
                  $
                  0.11
                  
                  
                  $
                  0.12





Revenues





Revenues
for the first quarter of 2009 were $46,077,190, an increase of $7,308,592 over
revenues for the first quarter of 2008. Revenues by segments and product
categories were as follows:


Three
      Months Ended March 31,
                                          
                                          
                                          Increase/
                                            (Decrease)
                                          
                                          
                                          Increase/
                                            (Decrease)2009
                                          
                                          
                                          2008Revenue
      from pharmaceutical products
                                          
                                          $
                                          34,679,469
                                          
                                          
                                          $
                                          31,859,382
                                          
                                          
                                          $
                                          2,820,087
                                          
                                          
                                          
                                          8.85
                                          %Revenue
      from nutraceutical products
                                          
                                          
                                          8,912,393
                                          
                                          
                                          
                                          6,909,216
                                          
                                          
                                          
                                          2,003,177
                                          
                                          
                                          
                                          28.99
                                          %Total
      manufacturing revenue
                                          
                                          
                                          43,591,862
                                          
                                          
                                          
                                          38,768,598
                                          
                                          
                                          
                                          4,823,264
                                          
                                          
                                          
                                          12.44
                                          %Distribution
      revenue
                                          
                                          
                                          2,485,328
                                          
                                          
                                          
                                          —
                                          
                                          
                                          
                                          2,485,328
                                          
                                          
                                          
                                          100
                                          %Total
      revenue
                                          
                                          $
                                          46,077,190
                                          
                                          
                                          $
                                          38,768,598
                                          
                                          
                                          $
                                          7,308,592
                                          
                                          
                                          
                                          18.85
                                          %





Sales of
our pharmaceutical products increased by $2,820,087, or 8.85%, as compared to
the same period of 2008 primarily due to the following factors:




•
            The
      sales of our prescription pharmaceutical products increased from
      $14,152,178 during the first quarter of 2008 to $16,203,190 in the same
      period of 2009, or a 14% increase. This is primarily due to the increase
      in sales of our prescription formulated Jinji capsule and CCXA
      prescription pharmaceutical products despite the decrease in sales of our
      SHL products. The overall increase in sales was supported by our
      continuous marketing efforts, increase in products offering, effective
      pricing strategy, as well as expanding coverage to the previously
      unaddressed rural market; and


•
            The
      sales of our OTC pharmaceutical products increased from $17,707,204 to
      $18,476,279. This was attributable to the increase in sales of our Boke
      products as a result of improved recognition of our product supported by
      our marketing campaigns.


24


Sales
from our nutraceutical products increased from $6,909,216 during the first
quarter of 2008 to $8,912,393 in the same period of 2009, representing a growth
of 29% and it is primarily due to the following factors:




•
            Sales
      of our Protein Peptide series of products increased by 21%, from
      $6,452,284 during the first quarter of 2008 to $7,827,427 in the same
      period of 2009. This increase was mainly attributed to the increase in
      sales of peptide coffee and peptide powder through our expanded
      distribution network; and




•
            Sales
      of our nutraceutical beverage series increased by 169% from $398,770
      during the first quarter of 2008 to $1,071,144 during the first quarter of
      2009. This increase was mainly attributed to a new type of bio-functional
      beverage launched in the first quarter ended March 31,
    2009.





The
Company has recorded $2,485,328 distribution revenue from Nuo Hua, a majority
owned subsidiary, during the first three months ended March 31, 2009. Since the
Company’s investment in Nuo Hua did not occur until October, 2008, the Company
had no distribution revenue for the quarter ended March 31, 2008.





Cost of Goods Sold and Gross
Profit




Cost of
goods sold was $17,660,338 for the three months ended March 31, 2009, compared
to $12,477,636 for the three months ended March 31, 2008. Expressed as a
percentage of revenues, cost of goods sold was 38% for the three months ended
March 31, 2009, compared to 32% for the three months ended March 31, 2008. The
increase in cost of goods sold as a percentage of revenues reflected sales of
more lower margin products by CCXA, increase of raw material prices and lower
margin distribution business from Nuo Hua.




Three Months Ended March
      31,2009
                                
                                
                                2008
                                
                                
                                Increase/
                                  (Decrease)
                                
                                
                                Increase/
                                  (Decrease)Pharmaceutical
      products
                                
                                $
                                11,717,925
                                
                                
                                $
                                9,789,635
                                
                                
                                $
                                1,928,290
                                
                                
                                
                                19.70%Nutraceutical
      products
                                
                                
                                3,552,913
                                
                                
                                
                                2,688,001
                                
                                
                                
                                864,912
                                
                                
                                
                                32.18%Total
      manufacturing cost
                                
                                
                                15,270,838
                                
                                
                                
                                12,477,636
                                
                                
                                
                                2,793,202
                                
                                
                                
                                22.39%Distribution
      cost
                                
                                
                                2,389,500
                                
                                
                                
                                —
                                
                                
                                
                                2,389,500
                                
                                
                                
                                100%Total
      cost
                                
                                $
                                17,660,338
                                
                                
                                $
                                12,477,636
                                
                                
                                $
                                5,182,702
                                
                                
                                
                                41.54%




The cost
of goods sold of pharmaceutical and nutraceutical products increased by 20% and
32% in the three months ended March 31, 2009 compared to the three months ended
March 31, 2008, respectively. These increases are attributed to our increase in
sales. The Company had no distribution revenue and thus there was no
corresponding cost of goods sold with respect to distribution services for the
three months ended March 31, 2008.




Gross
profit increased by $2,125,890, or 8%, for the three months ended March 31, 2009
over the three months ended March 31, 2008. This increase reflected higher net
sales.




Gross
profit as a percentage of net revenues decreased from 68% in the comparable
period of the prior year to 62% in the first quarter of 2009 due to lower margin
distribution business and CCXA sold lower gross margin products than
2008.





Selling and
Marketing





Selling
and marketing expenses, including distribution expenses, increased from
$5,029,708 in the three months ended March 31, 2008 to $5,211,502 in the same
period of 2009, representing an increase of 4%. The details of our selling and
marketing expenses are as follows:




Three
      Months Ended March 31,2009
                                      
                                      
                                      2008
                                      
                                      
                                      Increase/
                                        (Decrease)
                                      
                                      
                                      Increase/
                                        (Decrease)Payroll
                                      
                                      $
                                      1,386,375
                                      
                                      
                                      $
                                      1,413,222
                                      
                                      
                                      $
                                      (26,847
                                      )
                                      
                                      
                                      (2
                                      %)Promotional
      materials and fees
                                      
                                      
                                      1,885,432
                                      
                                      
                                      
                                      1,398,706
                                      
                                      
                                      
                                      486,726
                                      
                                      
                                      
                                      35
                                      %Shipping
                                      
                                      
                                      815,085
                                      
                                      
                                      
                                      846,077
                                      
                                      
                                      
                                      (30,992
                                      )
                                      
                                      
                                      (4
                                      %)Traveling
                                      
                                      
                                      619,680
                                      
                                      
                                      
                                      835,791
                                      
                                      
                                      
                                      (216,111
                                      )
                                      
                                      
                                      (26
                                      %)Offices
      supplies
                                      
                                      
                                      114,682
                                      
                                      
                                      
                                      199,719
                                      
                                      
                                      
                                      (85,037
                                      )
                                      
                                      
                                      (43
                                      %)Sales
      conference
                                      
                                      
                                      259,923
                                      
                                      
                                      
                                      176,703
                                      
                                      
                                      
                                      83,220
                                      
                                      
                                      
                                      47
                                      %Other
      expenses
                                      
                                      
                                      130,325
                                      
                                      
                                      
                                      159,490
                                      
                                      
                                      
                                      (29,165
                                      )
                                      
                                      
                                      (18
                                      %)TOTAL
                                      
                                      $
                                      5,211,502
                                      
                                      
                                      $
                                      5,029,708
                                      
                                      
                                      $
                                      181,794
                                      
                                      
                                      
                                      4
                                      %




25


The
increase in selling and marketing expenses in the quarter ended March 31, 2009
compared to the same quarter during 2008 was primarily due to the following
factors:





•
            Promotional
      materials and fees increased 35% from $1,398,706 to $1,885,432 during the
      first quarter of 2009 as compared to the same quarter of 2008. This was
      primarily due to the increase in our promotion activities and initiatives
      to support the continuous growth of our
revenue.


•
            The
      increase was partially offset by the decrease in traveling expenses which
      reflects the Company’s increased efforts in cost
  control.





Advertising





Advertising
expenses increased by $1,173,016, from $4,394,341 in the first quarter of 2008
to $5,567,357 in the same quarter of 2009.  The increase in
advertising expense resulted from an increase in promotional efforts and media
advertisement to promote the Company’s Jinji series, Boke Nose Spray and Protein
Peptide series of products.





Advertising
expenses as a percentage of revenue increased slightly from 11% in the first
quarter of 2008 to 12% in the same quarter of 2009.





General and
Administrative





General
and administrative expenses increased from $3,912,683 in the first quarter of
2008 to $4,565,643 in the same quarter of 2009, or a 17%
increase.  The details of general and administrative expenses were as
follows:


Three
      Months Ended March 31,2009
                                                
                                                
                                                2008
                                                
                                                
                                                Increase/
      (Decrease)
                                                
                                                
                                                Increase/
      (Decrease)Professional
      fees - accounting
                                                
                                                $
                                                1,006,528
                                                
                                                
                                                $
                                                758,001
                                                
                                                
                                                $
                                                248,527
                                                
                                                
                                                
                                                33
                                                %Payroll
                                                
                                                
                                                659,092
                                                
                                                
                                                
                                                743,307
                                                
                                                
                                                
                                                (84,215
                                                )
                                                
                                                
                                                (11
                                                %)Staff
      welfare and insurance
                                                
                                                
                                                307,481
                                                
                                                
                                                
                                                324,412
                                                
                                                
                                                
                                                (16,931
                                                )
                                                
                                                
                                                (5
                                                %)Trip
      and traveling
                                                
                                                
                                                227,826
                                                
                                                
                                                
                                                261,461
                                                
                                                
                                                
                                                (33,635
                                                )
                                                
                                                
                                                (13
                                                %)Stock
      compensation – directors
                                                
                                                
                                                331,631
                                                
                                                
                                                
                                                223,371
                                                
                                                
                                                
                                                108,260
                                                
                                                
                                                
                                                48
                                                %Research
      and development
                                                
                                                
                                                277,345
                                                
                                                
                                                
                                                215,435
                                                
                                                
                                                
                                                61,910
                                                
                                                
                                                
                                                29
                                                %Directors’
      remuneration
                                                
                                                
                                                235,230
                                                
                                                
                                                
                                                180,000
                                                
                                                
                                                
                                                55,230
                                                
                                                
                                                
                                                31
                                                %Office
      supplies
                                                
                                                
                                                155,537
                                                
                                                
                                                
                                                178,572
                                                
                                                
                                                
                                                (23,035
                                                )
                                                
                                                
                                                (13
                                                %)Vehicles
      and utilities
                                                
                                                
                                                147,497
                                                
                                                
                                                
                                                162,911
                                                
                                                
                                                
                                                (15,414
                                                )
                                                
                                                
                                                (9
                                                %)Conference
      fee
                                                
                                                
                                                87,619
                                                
                                                
                                                
                                                48,719
                                                
                                                
                                                
                                                38,900
                                                
                                                
                                                
                                                80
                                                %Office
      rental
                                                
                                                
                                                33,385
                                                
                                                
                                                
                                                60,559
                                                
                                                
                                                
                                                (27,174
                                                )
                                                
                                                
                                                (45
                                                %)Investors
      relation and listing expenses
                                                
                                                
                                                81,000
                                                
                                                
                                                
                                                59,651
                                                
                                                
                                                
                                                21,349
                                                
                                                
                                                
                                                36
                                                %Stock
      compensation – consultants
                                                
                                                
                                                104,000
                                                
                                                
                                                
                                                56,500
                                                
                                                
                                                
                                                47,500
                                                
                                                
                                                
                                                84
                                                %Professional
      fees – legal and consulting
                                                
                                                
                                                132,848
                                                
                                                
                                                
                                                51,297
                                                
                                                
                                                
                                                81,551
                                                
                                                
                                                
                                                159
                                                %Provision
      for bad debts
                                                
                                                
                                                (95,923
                                                )
                                                
                                                
                                                (2,764
                                                )
                                                
                                                
                                                (93,159
                                                )
                                                
                                                
                                                3370
                                                %Other
      expenses
                                                
                                                
                                                874,547
                                                
                                                
                                                
                                                591,251
                                                
                                                
                                                
                                                283,296
                                                
                                                
                                                
                                                48
                                                %TOTAL
                                                
                                                $
                                                4,565,643
                                                
                                                
                                                $
                                                3,912,683
                                                
                                                
                                                $
                                                652,960
                                                
                                                
                                                
                                                17
                                                %





Our
increase in general and administrative expenses in the three months ended March
31, 2009 compared to the same period during 2008 was primarily due to the
following factors:





●
            Accounting
      related professional fees increased by $248,527, or 33% as compared to the
      same quarter during 2008, due primarily to the increase in audit fees
      relating to our increased number of subsidiaries being
      audited;


●
            Research
      and development increased by $61,910, or 29%, as compared to the same
      quarter during 2008, due to our increased R&D effort of GLP and
      3H;


●
            Directors’
      stock compensation increased by $108,260, or 48% as compared to the same
      quarter during 2008.This was mainly a
      result of the new director compensation plan changed in April 2008;
      and


●
            Other
      expenses increased by $283,296 during the first quarter of 2009 compared
      with the same quarter of 2008. This increase was primarily due to
      increases in local taxes and consumable amortization
    expenses.


26


Depreciation and
Amortization





Depreciation
and amortization expenses increased by $881,705, or 90%, in the quarter ended
March 31, 2009 compared to the same quarter during 2008. This increase was
primarily due to the depreciation and amortization charges of the facilities and
lands acquired at the end of 2008.





Interest Income (Expense),
Net





Net
interest expense was $1,579,269 for the three months ended March 31, 2009,
compared to net interest income of $16,847 for the three months ended March 31,
2008. The increase was mainly caused by convertible notes interest expense from
July 2008.





Other expense,
Net





Other
expense was $98,609 for the three months ended March 31, 2009 compared to
$101,790 for the three months ended March 31, 2008. Other expense consisted
mainly of the currency exchange loss incurred during the period.





Income
Taxes





Income
tax expense for the quarter ended March 31, 2009 was $2,103,299, compared to
$2,469,948 for the quarter ended March 31, 2008. The Company’s effective tax
rate for this quarter was 21%.





LIQUIDITY AND CAPITAL
RESOURCES





Cash





Our cash
balance at March 31, 2009 was $73,899,602, representing an increase of
$3,263,092 or 5%, compared with our cash balance of $70,636,510 at December 31,
2008. The increase was mainly attributable to the net cash provided by operating
activities of $3,641,873.





We plan
to use our cash for acquisitions, research and development activities, sales and
marketing of our products, and other general corporate purposes. We manage our
cash based on thorough consideration of our corporate strategy as well as the
macro economic situation. Factors we take into account when managing our cash
include interest income, foreign currency fluctuation as well as the flexibility
in executing our acquisition strategy.





Cash
Flow





Cash
flows from operations during the three months ended March 31, 2009 amounted to
$3,641,873, compared with cash flows from operations of $10,676,287 in the same
period of 2008. The decreased cash flow was primarily due to the decrease in our
net income by 17%, to $7,870,052 in the first three months of 2009, compared
with net income of $9,422,129 in the same period last year. The decrease was
also due to the increase in our inventories of $4,862,536 to support our
increased purchase and production activities, the repayment of accounts payable
of $1,932,456, the decrease in other payables and accrued expenses by $6,188,301
and tax payable of $1,244,408. The decreased cash flow was offset by a decrease
in our accounts receivable of $5,265,088.





Our cash
flows used in investing activities amounted to $499,456 in the three months
ended March 31, 2009.  During that period, we paid $343,238 for
construction in progress.





Our cash
flows from financing activities amounted to $17,602 in the three months ended
March 31, 2009. During that period, we repaid $744,538 bank loans and received
$1,021,913 from the short-term bank loans.





Working
Capital





Our
working capital increased by $10,623,844 to $97,039,454 at March 31, 2009 as
compared to $86,415,610 at December 31, 2008, primarily due to our increase in
cash of $3,263,092, inventories of $4,911,952, a decrease of $1,932,456 in
accounts payable as well as the $6,188,301 in other payables and accrued
expenses. The increase was partly offset by a decrease in accounts receivable of
$5,169,389, advances to suppliers of $1,352,803. The increase in inventory was
mainly due to our maintaining higher inventory levels to prepare for increased
operating activities. The decrease in cash was the result of more operational
activities that demanded cash during the first quarter of 2009.




We
currently generate our cash flow through operations. We believe that our cash
flow generated from operations will be sufficient to sustain operations for at
least the next twelve months. From time to time, we may identify new expansion
opportunities for which there will be a need to use cash.




As of
March 31, 2009, the Company entered into unconditional capital commitments for
the purchase of land use rights and construction of manufacturing facilities in
the People’s Republic of China for $5,933,820 within one year and $13,584,127
after one year. The Company has no material unconditional purchase commitments
for raw materials, packing materials and advertising.


27


ISSUANCE OF COMMON
STOCK





During
the three months ended March 31, 2009, the Company issued 42,471 restricted
common stocks as stock compensation in connection with the services rendered by
the Company’s independent directors in 2008.





INFLATION





Inflation
has not had a material impact on our business and we do not expect inflation to
have an impact on our business in the near future.





CURRENCY EXCHANGE
FLUCTUATIONS





All of
the Company’s revenues and a majority of its expenses in the three months ended
March 31, 2009 were denominated in Renminbi (“RMB”), the currency of China, and
were converted into US dollars at the exchange rate of 6.8456 to
1.  In the third quarter of 2005, the Renminbi began to rise against
the US dollar.  As a result of the appreciation of the RMB, we
recognized a foreign currency translation gain of $378,466 during the three
months ended March 31, 2009.  There can be no assurance that
RMB-to-U.S. dollar exchange rates will remain stable. A devaluation of RMB
relative to the U.S. dollar would adversely affect our business, consolidated
financial condition and results of operations.  We do not engage in
currency hedging.




ITEM
3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




We do not
hold any derivative instruments and do not engage in any hedging activities.
Because most of our purchases and sales are made in RMB, any exchange rate
change affecting the value of the RMB relative to the U.S. dollar could have an
effect on our financial results as reported in U.S. dollars. If the RMB were to
depreciate against the U.S. dollar, amounts reported in U.S. dollars would be
correspondingly reduced. If the RMB were to appreciate against the U.S. dollar,
amounts reported in U.S. dollars would be correspondingly
increased.




ITEM
4 – CONTROLS AND PROCEDURES




Evaluation
of Disclosure Controls and Procedures





As of the
end of the period covered by this report (the “Evaluation Date”), we carried out
an evaluation in accordance with the requirements of auditing standards and
applicable U.S. rules.  The Company’s internal audit group, which
includes its Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), with respect to this
Quarterly Report on Form 10-Q before its filing with the
Commission.  The audit group made its evaluation pursuant to Rule
13a-15 under the Exchange Act.





Based
upon our evaluation, our Chief Executive Officer and our Chief Financial Officer
concluded that, as of the Evaluation Date, our disclosure controls and
procedures were effective.  Given the fact that our major operations
are located China, the Company and the internal audit group consistently make
efforts to coordinate the evolving control and disclosure environment in China
with the regulatory environment in the United States.  The Company has
identified this aspect as an area for improvement and is taking measures to
train its staff for better performance.





Changes
in Internal Control over Financial Reporting





There was
no change in our internal control over financial reporting that occurred during
the first fiscal quarter of 2009 covered by this Quarterly Report on Form 10-Q
that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.


28




PART
II – OTHER INFORMATION




ITEM
1 – LEGAL PROCEEDINGS




We are
currently not involved in any litigation that we believe could have a material
adverse effect on our financial condition or results of operations. There is no
action, suit, proceeding, inquiry or investigation before or by any court,
public board, government agency, self-regulatory organization or body pending
or, to the knowledge of our executive officers or any of our subsidiaries,
threatened against or affecting our company, our common stock, or any of our
subsidiaries, or against our Company’s or our Company’s subsidiaries’ officers
or directors in their capacities as such, in which an adverse decision could
have a material adverse effect.




ITEM
1A – RISK FACTORS




In our
Annual Report on Form 10-K for the year ended December 31, 2008, we disclosed
new risks and material changes from risk factors set forth in our Annual Report
on Form 10-K for the year ended December 31, 2007. There have been no material
changes or new risks during the quarter ended March 31, 2009 to be disclosed. We
hereby incorporate by reference the risk factors set forth in Item 1A of the
Annual Report of Form 10-K for the year ended December 31,
2008.




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




During
the three months ended March 31, 2009, the Company issued 42,471 restricted
stocks as stock compensation in connection with the services rendered by the
Company’s independent directors in 2008. The issuance of the foregoing shares
was exempt from registration pursuant to Section 4(2) of the Securities Act of
1933, as amended.




ITEM
3 – DEFAULTS UPON SENIOR SECURITIES




There
have been no material defaults.




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




There
were no matters submitted to a vote of security holders during the period
covered by this report.




ITEM
5 – OTHER INFORMATION




Not
applicable.




ITEM
6 – EXHIBITS




The
following exhibits are filed as part of this Quarterly Report on Form
10-Q:





Exhibit No.
              Description31.1
              Certification
      of Chief Executive Officer (Principal Executive Officer) pursuant to Rule
      13a – 14(a) of the Securities Exchange Act, as amended31.2
              Certification
      of Acting Chief Financial Officer (Principal Financial Officer) pursuant
      to Rule 13a – 14(a) of the Securities Exchange Act, as
    amended32.1
              Certification
      of Chief Executive Officer (Principal Executive Officer) and Chief
      Financial Officer (Principal Financial Officer) pursuant to 18 U.S.C.
      1350, as adopted.


29





SIGNATURES





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





AMERICAN
ORIENTAL BIOENGINEERING, INC.




/s/ Tony
Liu


TONY LIU


CHAIRMAN
AND CHIEF EXECUTIVE OFFICER


DATED:
May 11, 2009








/s/
Yanchun Li


YANCHUN
LI


CHIEF
FINANCIAL OFFICER


DATED:
May 11, 2009


30


EXHIBIT
INDEX








Exhibit No.
              Description31.1
              Certification
      of Chief Executive Officer (Principal Executive Officer) pursuant to Rule
      13a – 14(a) of the Securities Exchange Act, as amended31.2
              Certification
      of Acting Chief Financial Officer (Principal Financial Officer) pursuant
      to Rule 13a – 14(a) of the Securities Exchange Act, as
    amended32.1
              Certification
      of Chief Executive Officer (Principal Executive Officer) and Chief
      Financial Officer (Principal Financial Officer) pursuant to 18 U.S.C.
      1350, as adopted.










31