U.UNITED ~~S. Securities and Exchange Commission~~STATES

~~Washington,~~SECURITIES D.AND C.EXCHANGE ~~20549~~COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] x ] ANNUAL REPORT ~~PURSUANT~~UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ~~period~~ ended ~~June~~March 3031, ~~2009~~2010

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

For the transition period from ~~_____~~______ to ~~_____~~______

Commission File ~~No.~~Number 01-~~27175~~08397

CHINA ~~SXAN~~ORGANIC ~~BIOTECH~~FERTILIZER, INC.

(Exact name of registrant as specified in its ~~Charter~~charter)

Nevada	95-4755369
(State of Other Jurisdiction of incorporation or organization)	(I.R.S. Employer I.D. No.)

~~Three-Kilometer~~49 ~~Spot~~Fuxingmennei ~~Along the Hayi Highway~~Street, ~~Tieli~~Suite ~~City~~310, ~~Heilongjiang Province~~Beijing, P.R. China ~~(Address of principal executive office)~~ 100031

~~Issuer's~~(Address ~~Telephone~~of ~~Number:~~principal executive offices) (86Zip Code)~~-458-2386888~~

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 406 of the Securities Act. Yes __ No √X Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes __ No X Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] 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 _ Non-accelerated filer Small reporting company X Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No X As of July 13, 2010, 59,542,572 shares of common stock, par value $.001 per share, were outstanding. Documents incorporated by reference: NONE

~~Indicate~~PART ~~by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes __ No √_~~I

~~Indicate~~The byinformation ~~check~~in ~~mark~~this ~~whether~~document ~~the~~contains ~~registrant~~forward-looking ~~(1)~~statements ~~has~~which ~~filed~~involve ~~all~~risks ~~reports~~and ~~required~~uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical fact may be deemed to be ~~filed~~forward-looking statements. In some cases, you can identify forward-looking statements by ~~Section~~terminology 13such as “may,” “should,” “will,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “forecast,” “project,” or ~~15(d)~~“continue,” the negative of ~~the~~such ~~Securities~~terms ~~Exchange~~or ~~Act~~other ofcomparable ~~1934~~terminology. ~~during~~You ~~the~~should ~~preceding~~not 12rely ~~months~~on (forward-looking statements as predictions of future events or results. ~~for~~Any ~~such~~or ~~shorter~~all ~~period~~of ~~that~~our ~~the~~forward-looking ~~registrant~~statements ~~was~~may ~~required~~turn out to ~~file~~be ~~such~~wrong. ~~reports)~~They can be affected by inaccurate assumptions, risks and ~~(2)~~uncertainties ~~has~~and ~~been~~other ~~subject~~factors which could cause actual events or results to ~~such~~be ~~filing~~materially ~~requirements~~different ~~for~~from ~~the~~those ~~past~~expressed ~~90 days.~~or ~~Yes~~implied þin Nothe oforward-looking statements.

~~Indicate~~In byevaluating ~~check~~these ~~mark~~statements, ~~disclosure~~you ofshould ~~delinquent~~consider ~~filers~~various ~~pursuant~~factors, toincluding ~~Item~~the ~~405~~risks ofdescribed ~~Regulation~~under ~~S-K~~“Risk (§Factors” ~~229~~and elsewhere.~~405)~~ isThese ~~not~~factors ~~contained~~may ~~herein~~cause our actual results to differ materially from any forward-looking statement. In addition, new factors emerge from time to time and ~~will~~it is not bepossible ~~contained,~~ for us to ~~the~~predict ~~best~~all factors ofthat ~~registrant's knowledge, in~~may ~~definitive~~cause ~~proxy~~actual orresults ~~information statements~~to ~~incorporated by~~differ ~~reference in Part~~materially ~~III~~from ofthose ~~this~~contained ~~Form~~in 10any forward-Klooking orstatements. We disclaim any ~~amendment~~ obligation to ~~this Form~~publicly 10update any forward-K.looking [statements ]to reflect events or circumstances after the date of this document, except as required by applicable law.

~~Indicate~~ITEMS ~~by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company~~1. DESCRIPTION ~~See~~OF ~~definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.~~BUSINESS

~~Large accelerated filer o Non-accelerated filer o Accelerated filer o Smaller reporting company þ~~Business

~~Indicate~~SNX byOrganic ~~check~~Fertilizers, ~~mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)~~Inc.

~~Yes~~SNX oOrganic NoFertilizers, þInc. was organized under the laws of the State of Delaware in 2005. It never initiated any business activity. In March 2006 SNX Organic acquired 100% of the registered capital stock of Beijing Shennongxing in exchange for equity in SNX Organic. Those shares represent the only asset of SNX Organic.

AsBeijing ofShennongxing ~~December~~Technology 31Co., ~~2008, the aggregate market value of the common stock held by non-affiliates was approximately $86,851, based upon the closing sale price on December 31, 2008 of $~~Ltd.~~02 per share.~~

~~The~~Beijing ~~number~~Shennongxing ofwas ~~shares~~organized ~~outstanding~~in 2002 under the laws of the ~~issuer'~~People’s ~~common~~Republic ~~stock,~~of asChina. In ~~of October~~2005 6,the ~~2009~~Company amended its charter to adopt its current corporate name and increased its registered capital to 1,000,000 ~~was~~RMB 19($146,~~919~~413). From inception,~~795~~ Beijing Shennongxing has engaged in the business of manufacturing and marketing organic fertilizer. Currently Beijing Shennongxing operates through two wholly-owned subsidiaries:

~~Documents~~· ~~incorporated~~Daqing byShennongxing ~~reference:~~Xiangyu ~~NONE~~ Technology Co., Ltd. (“Daqing Shennongxing”). Beijing Shennongxing invested $239,670 to establish Daqing Shennongxing in Daqing City, Heilongjiang Province. Daqing Shennongxing specializes in manufacturing complex mixing fertilizer and organic fertilizer, and in developing and marketing microbial fertilizer.

~~FORWARD~~· Heilongjiang Xiangyu Organic Fertilizer Co., Ltd. (“Heilongjiang Xiangyu”). Heilongjiang Xiangyu was established in Jiamusi City, Heilongjiang Province in September 2006, with registered capital of $762,467. It specialized in manufacturing compound fertilizer and organic fertilizer under the “Xiangyu” brand, which was developed by a state-~~LOOKING~~owned ~~STATEMENTS:~~enterprise NOand ~~ASSURANCES~~carries ~~INTENDED~~considerable goodwill in the agricultural markets of northeast China.

InTo ~~addition~~date towe ~~historical~~have ~~information,~~focused ~~this~~our ~~Annual~~attention ~~Report~~on ~~contains~~research ~~forward-looking~~and ~~statements,~~development ~~which are generally identifiable by use~~ of ~~the~~our ~~words~~product ~~“believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,” “projects,” or similar expressions~~line. For ~~These~~that ~~forward-looking~~reason ~~statements~~our ~~represent~~revenues ~~Management’s~~have ~~belief~~been ~~as to the future of China Sxan Biotech~~modest. ~~Whether~~Our ~~those~~products ~~beliefs~~are ~~become~~now ~~reality~~ready ~~will~~for ~~depend~~full onscale ~~many~~marketing, ~~factors~~and ~~that~~it ~~are~~is ~~not~~out ~~under~~plan ~~Management’s~~to ~~control. Many~~promote ~~risks~~our ~~and~~product ~~uncertainties~~in ~~exist~~more ~~that~~districts ~~could~~around ~~cause~~China, ~~actual~~and ~~results~~ to ~~differ~~set ~~materially~~up ~~from~~additional ~~those~~manufacture ~~reflected~~bases in ~~these~~central ~~forward-looking~~China and ~~statements~~southern China. ~~Factors~~Implementation of that ~~might~~plan ~~cause~~will ~~such~~require ~~a difference include~~capital, ~~but~~however. So ~~are~~our ~~not~~focus ~~limited to, those discussed~~ in the ~~section entitled~~coming ~~“Risk~~months ~~Factorss.”~~will ~~Readers~~be ~~are cautioned not to place undue reliance~~ on ~~these~~obtaining ~~forward-looking~~the ~~statements.~~working Wecapital ~~undertake~~that nowill ~~obligation~~enable us to ~~revise~~take oradvantage ~~publicly~~of ~~release~~ the ~~results~~market ofopportunities ~~any~~available ~~revision~~ to ~~these~~our ~~forward-looking statements~~company.

~~PART 1~~2

~~ITEM~~The ~~1. BUSINESS~~Market for Organic Fertilizer in China

~~American~~The ~~SXAN~~market ~~Biotech~~for fertilizer in a region depends, ~~Inc~~in the first instance, on the fertility of the regional soil. By nature, and by reason of poor agricultural practices in the 20th Century, the soil in China is, overall, less fertile than in most other countries. Studies indicate that effective agricultural production in China requires that the farmer use twice as much fertilizer as is the norm in Japan, 2.4 times the norm in the United States, 4.4 times the norm in Canada, and 8.2 times the norm in Australia.

~~American~~ According ~~SXAN~~to ~~Biotech~~Ministry of Agriculture of China, ~~Inc.~~there ~~was~~are ~~organized~~more ~~under~~than ~~the~~2 ~~laws~~billion acres of ~~the~~cultivated ~~State~~land in Chine, which require approximately 140 million tons of ~~Delaware~~fertilizer inper ~~2006~~year. It ~~never~~The ~~initiated~~Chinese ~~any~~National ~~business~~Agricultural ~~activity. In~~Means ~~October~~of ~~2006~~Production ~~American~~Circulation ~~SXAN~~Association ~~acquired~~has ~~100~~estimated that in 2008 Chinese fertilizer consumption accounted for 38% of ~~the~~total ~~registered~~world-wide ~~capital~~fertilizer ~~stock~~usage. China's production of ~~Tieli~~fertilizer, ~~XiaoXingAnling~~however, infalls ~~exchange~~far ~~for~~short ~~equity~~of inthe ~~American~~demand, ~~SXAN. Those~~with ~~shares~~the ~~represent~~result ~~the~~that ~~only~~China’s ~~asset~~fertilizer ofsupply ~~American SXAN~~is still dependent on imports. Since Onfertilizer ~~September~~is 4a bulky and volatile product, ~~2007~~difficult to ship, the ~~Company~~lack ~~changed~~of ~~its~~an ~~name~~adequate domestic supply of fertilizer forces farmers to ~~China~~pay ~~Sxan~~prices ~~Biotech,~~for ~~Inc~~imported fertilizer that are swelled by shipping charges. This situation creates a significant market opportunity for a domestic supplier of quality fertilizer.

~~Tieli~~ There ~~XiaoXingAnling~~are ~~Forest~~about ~~Frog~~500 ~~Breeding~~factories ~~Co.,~~and ~~Ltd~~related companies involved in the commercial manufacture of fertilizer in China. These 500 companies could be categorized into three different market segments in term of product:

~~Tieli~~· ~~XiaoXingAnling~~Refined ~~was~~organic-based ~~organized in 2003 in the City of Tieli~~fertilizer, ~~which~~mainly isfocus inon ~~the~~providing ~~Heilongjiang Province~~agricultural incrops ~~northeast~~with ~~China. Tieli~~organic ~~XiaoXingAnling~~nutrition isand ~~engaged~~replenishing inmicronutrients ~~the business of breeding forest frogs,~~ which ~~are~~cannot ~~also~~be ~~known~~sufficiently asobtained ~~snow~~from ~~frogs~~soil. orThe ~~winter~~companies ~~frogs,~~that ~~since they~~ are ~~traditionally~~involved ~~harvested just prior to their winter hibernation~~ in ~~order~~ tomanufacturing ~~maximize~~such ~~the~~products ~~frog’s~~account ~~fat~~for ~~content.~~about ~~Tieli~~31% ~~XiaoXingAnling has obtained patents from the government~~ of ~~China~~Chinese tofertilizer ~~produce therapeutic wines and tonics from its forest frogs~~companies. ~~Tieli XiaoXingAnling has been marketing its forest frog products since 2004 under the brand “Xiao Xing’an Mountain.”~~

~~The~~· ~~desirable~~Compound ~~portion of the Chinese forest frog~~fertilizer, ~~known~~which ascombines ~~“hasma,”~~both isorganic-based afertilizer ~~combination of the frog’s ovaries~~ and ~~surrounding~~inorganic ~~fatty tissues~~fertilizer. ~~Throughout~~ ~~Chinese~~These ~~history,~~companies ~~hasma~~account ~~has~~for ~~been~~about ~~used~~58% ~~to treat respiratory problems such as coughing, hemoptysis (expectoration~~ of ~~blood), and night sweats attributable to tuberculosis. Many~~ Chinese ~~residents~~fertilizer ~~also believe that forest frog hasma improves immune function, aids in the treatment of neurasthenia, and slows aging~~companies.

~~Today,~~· ~~however,~~Bio-organic ~~the~~based ~~forest~~fertilizer, ~~frog~~which is ~~classified~~able asto animprove ~~endangered~~soil ~~species~~condition inand ~~China. Commercial~~suppress ~~harvesting~~crop ofdisease, ~~forest~~while ~~frogs~~providing incrops ~~the~~with ~~wild~~high isquality ~~prohibited~~organic ~~by national regulations~~nutrition. To ~~meet~~These ~~the~~companies ~~continuing~~account ~~demand~~ for ~~hasma,~~about ~~therefore,~~11% ~~a domestic forest frog breeding industry has developed. The mission~~ of ~~Tieli~~Chinese ~~XiaoXingAnling~~fertilizer ~~is to become the leader in this industry~~companies.

~~Products~~The third category, which includes Beijing Shennongxing, is the fastest growing segment of the fertilizer industry in China. Although bio-organic products still represent only a small share of the fertilizer market in China, as public awareness of the relationship between green products and a healthy life style is emerging, demand for organic products is growing. In addition, recognition has grown regarding the detrimental ecological effect of the intense use of chemical fertilizer, as well as the damage to agricultural soil caused by inorganic fertilizer. Increased use of chemical fertilizer in Chinese agriculture has reduced the soil's ability to absorb nitrogen and other nutrients. Applying organic or compound fertilizer helps to restore the soil by replenishing these micronutrients. These two factors have prompted several small and regional companies to produce organic, environment-friendly fertilizer. Organic fertilizer comprises a balance of both organic and biotechnology substances, thereby combining the speedy effectiveness of biotech fertilizers with the environmental benefits of the organic ones, thus ensuring significant room for its future development in the Chinese agricultural production system.

In its first two years of operations, Tieli XiaoXingAnling concentrated on the breeding of forest frogs and sale of hasma. However, the forest frog harvesting season lasts only two months – October and November. Our concentration, therefore, led to extremely cyclical cash flow. To alleviate that situation, in 2006 we began to market products enriched with forest frog hasma. This will provide us a more even level of business operations through the year.3

Our ~~product lines consisted of:~~Products

~~Forest~~During ~~frog~~the ~~hasma. We~~past ~~choose~~several years we have developed or acquired the ~~highest~~technology ~~grade~~necessary a variety of ~~our~~fertilizer ~~forest~~products, ~~frog~~including ~~hasma~~high quality organic fertilizer, ~~package~~active itorganic ~~carefully~~compound fertilizer, organic foliage fertilizer product, and ~~sell~~organic-based itfertilizer ~~directly~~processed from biodegradable waste. In addition to ~~food~~the ~~markets~~high fermentation technology that we imported from the U.S., we are also working closely with Chinese Academy of Agricultural Sciences and China Agricultural University and other experts in an effort to maximize the utility of the technology we imported from overseas. In the coming years we plan to apply for patents covering our state-of-the-art fertilizer manufacturing technology.

~~Forest~~Our ~~frog~~core ~~sanitarium~~product ~~liquor. There~~ is ~~a long tradition in China of~~ “~~medicated wine,~~Xiangyu” ~~including~~brand ~~wine~~bio-organic ~~designed~~fertilizer toand ~~provide~~compound ~~the health benefits of forest frogs~~fertilizer. ~~Recently,~~ ~~however,~~Our ~~forest~~Xiangyu ~~frog~~bio-organic ~~wine~~fertilizer ~~was~~is ~~often~~ produced byfrom ~~soaking~~a ~~forest~~variety ~~frog~~of ~~meat~~high inquality ~~liquor~~organic –materials, aincluding ~~process~~fully ~~that~~fermented ~~provides~~stock ~~none~~manure, ofgrass ~~the~~peat, ~~health~~and ~~benefits~~humic ~~of the forest frog~~acid. ~~With~~ ~~the~~The ~~cooperation~~mixture of ~~the~~those ~~Tieli~~organic ~~City~~materials, combined ~~Forest~~with ~~Frog~~several ~~Research~~other ~~Institute~~components, weis ~~have~~processed ~~obtained~~through a ~~national~~series ~~patent~~of ~~covering~~procedures anconsisted ~~effective method~~ of ~~producing~~stirring, ~~forest~~chopping, ~~frog~~powder ~~liquor. Our~~making, ~~technology~~dry, ~~involves~~cooling ~~extracting the beneficial elements from the hasma~~off, ~~then~~filtering ~~dissolving~~and ~~them in fine sorghum liquor~~packaging.

~~Pigs~~Organic fertilizers are composed of natural nutritional elements that improve the quality and yield of crops while also improving soil quality, which in turn improves crop yield. In Organic ~~order~~compound fertilizer accelerates reproduction of soil microbes to ~~produce~~improve soil quality through the ~~maggots~~decomposition of organic material and the improvement of the soil’s retention of nitrogen. Moreover, this application can activate dormant soil by increasing soil nitrates and moisture content, a benefit not achieved by traditional chemical fertilizers. This process controls the release of nutritional elements that ~~are~~enhance anthe ~~essential~~quality, ~~part~~quantity and health of crops. For example, in our tests comparing mandarin orange production using our bio-organic fertilizer with production using chemical fertilizer, the ~~forest~~oranges ~~frog~~that ~~diet~~were bio-organically fertilized had 8% more sugar content, an increase of 5mg/100g in Vitamin C content and significantly smoother skin. So, given that organic compound fertilizers typically are less expensive or equal in price to chemical fertilizers, we ~~built~~believe athat ~~hogpen~~educated farmers will recognize that use of organic fertilizer provides economic advantages due to the increase of yield and quality and, consequently, the increased margin attained by the farmer at the market.

~~During~~Plants ~~the~~tend ~~fiscal~~to ~~year~~easily ~~ended~~absorb ~~June~~organic ~~30,~~fertilizer ~~2009,~~without wemany ~~suspended~~of ~~operations. Rising costs, particularly~~ the ~~rising~~side ~~cost~~effects offound ~~grain~~ in ~~China,~~the ~~made~~use itof ~~apparent~~chemical ~~to management that our business plan would not produce a profitable business~~fertilizer. ~~So today~~This ~~management~~organic isprocess ~~exploring~~strengthens ~~means~~photosynthesis, ofwhich ~~utilizing~~improves ~~our~~the ~~land~~overall ~~and~~health ~~production~~of ~~equipment~~a toplant ~~participate~~ in ~~the~~resisting ~~forest~~drought ~~frog~~and ~~industry~~disease. inAdditional afunctions ~~profitable~~of ~~manner~~organic compound fertilizer include:

-preserving 2nitrogen -and improving soil fertility; allowing phosphorus and potash fertilizer to gradually dissolve; promoting disease resistance; and activating and maintaining soil moisture content.

~~Production~~Our products can be applied to all kinds of crops, but have particular advantages for crops that will benefit from an advanced blooming and fruiting period. We have tested our products in numerous field trials, in comparison with chemical fertilizer, with application to more than a dozen crops. Our tests resulted, on average, in a 10% - 30% increase in the net value of the farmer's crop, depending on the particular crop and the product application. The increased value is due, in part, to the increased effectiveness of nitrogen which is catalyzed by the product. In addition, the disease suppression characteristics of our fertilizer reduced the need for other costly crop protection applications. Our testing indicated that our fertilizers provide the following benefits:

Our operations are located on a plantation in the XiaoXing ‘an Mountain district, the location of the majority of China’s commercial forest frog production. Tieli XiaoXingAnling has farming rights to a semi-wild area of 360,000 m2, from which we harvest forest frogs under a permit from the Province of Heilongjiang. In addition, we have ownership rights to a parcel of 145,000 m2, on which we have located the following facilities:4

~~● 111~~· ~~open~~Stimulate ~~pens~~seed germination and viability, ~~covering~~root 50respiration,~~000~~ ~~m2;~~formation and growth.

~~● solar~~· ~~greenhouse~~Produce (6thicker,~~000~~ ~~m2);~~greener, and healthier foliage.

~~● maggot~~· ~~breeding~~Produce ~~workshop~~more, (1larger,~~500~~ ~~m2);~~longer lasting flowers.

~~● tenebrio~~· ~~Molitor~~Increase ~~Worm~~significantly ~~breeding~~the ~~workshop~~protein, ~~(400~~vitamin, ~~m2);~~ and mineral contents of most fruits and vegetables.

~~● frog~~· ~~oil~~Reduce ~~production~~fertilizer ~~line~~requirements ~~(800~~and ~~m2);~~increase yields in most crops.

~~● frog~~· ~~liquor~~Suppress ~~production~~crop ~~line; and~~disease.

~~● associated~~In ~~farm~~February ~~facilities~~2007, ~~(e.g.~~Beijing ~~water~~Shennongxing’s ~~purification~~methods ~~plant,~~of ~~winter~~manufacturing ~~pool,~~active ~~storage~~organic compound fertilizer and organic foliage fertilizer were certified as compliant with the standards of China’s Quality Management System Certification, ~~etc~~ISO9001:2000.)

WeTrademarks ~~also produce a quantity of pork products every year, although pork production is not essential to our business plan. Our primary purpose in owning pigs is to utilize pig manure~~ and ~~pig~~Intellectual ~~blood for the production of maggots, which are one of the two primary feedstocks for forest frogs.~~Property

~~The~~In ~~diet~~1999 ofthe ~~forest~~China ~~frogs~~Green ~~consists~~Product ~~primarily~~Development ofCenter ~~maggots~~awarded ~~and~~to the XiangYu Fertilizer Company, a state-owned enterprise of ~~Tenebrio~~Huanan ~~Molitor~~County, ~~worms. Currently~~its wecertification ~~are~~that ~~able~~fertilizer tosold ~~satisfy~~under ~~our~~the ~~requirements~~brand ~~for~~“XiangYu” ~~maggots~~qualified ~~internally~~as a Grade A Green Food Raw Material, ~~using~~making XiangYu the ~~resources~~first ofGrade A ~~our~~green ~~pig~~brand ~~farm~~in Province of Heilongjiang. To ~~grow~~achieve that certification, the ~~maggots~~company’s weproduction ~~combine~~environment ~~our~~had ~~internal~~to ~~supply~~satisfy ofenvironmental ~~pig~~quality ~~manure~~standards ~~with~~established anby ~~industrial~~the ~~powder,~~National ~~wheat~~Administration ~~bran,~~of ~~pig~~Agricultural ~~blood~~Quality, ~~and~~Supervision, ~~other~~Inspection ~~feeds~~and Quality. The ~~diet~~certification ofmeant ~~Tenebrio~~that ~~Molitor~~food ~~worms~~manufacturing ~~consists~~companies ~~primarily~~using offood ~~wheat~~products ~~bran~~fertilized ~~plus~~with ~~other~~XiangYu ~~feeds~~brand fertilizer are eligible to put the “Green Food” label on their products. We ~~have~~In ~~several~~the ~~ready~~following ~~sources~~years, ~~for~~the ~~all~~XiangYu brand developed into one of the ~~feedstocks~~best ~~that~~known wefertilizer ~~require~~brands ~~for~~in ~~our~~northeast ~~production~~China, ~~activities~~including Provinces of Liaoning, Jilin and Heilongjiang. In 2008 “XiangYu” was presented the “Brand Name” award at the Heilongjiang China Agricultural Exposition.

~~Marketing~~Despite the value of its brand, the XiangYu Fertilizer Company failed as a business. In 2006, therefore, we signed a management agreement with the government of Huanan County and paid $265,492 to obtain an exclusive license to use the XiangYu brand name as well as the plant, equipment and intangible assets of the XiangYu Fertilizer Company for 20 years. Currently, we market our products under the XiangYu brand. In the near future, we also plan on acquiring another famous fertilizer brand, “Zheng Guang,” which is influential in central China. We are looking to take advantage of these name brands to expand and improve public awareness of our own organic-based fertilizer products.

~~While~~We wecurrently ~~engaged~~own inand ~~marketing~~employ ~~operations,~~one wepatented ~~sold~~technology in our ~~products~~fertilizer ~~directly~~production. In 2003 the Government of China awarded us patent number 01138982 for “bio-based organic fertilizer manufacturing technology.” Beijing Shennongxing also owns two patents for seed magnetization technology that it acquired by license from ~~our~~Huanan ~~inventory~~County; however, it has no current use for that technology. We intend to file additional patent applications in the future.

~~Intellectual Property~~5

~~Our~~Production ~~research~~ and development department maintains a close association with the Tieli Forest Frog Research Institute, as well as with the Wildlife Resource College of Dongbei Forestry University. In this manner we strive to remain at the forefront of forest frog breeding technology. Over the years, our research team has made significant discoveries regarding incubation techniques, gestation of tadpoles and hibernation. We have also made progress in the treatment of various forest frog diseases.Facilities

ToThe ~~date~~Company’s ~~our~~plant ~~research~~in ~~and~~Jiamusi ~~development~~City ~~efforts~~has ~~have~~a ~~resulted~~fertilizer output capacity of 5,000 tons per year. Our plant in ~~three~~Daqing ~~national~~also ~~patents~~has a fertilizer output capacity of 5,000 ~~covering~~tons per year as well. We currently have one “scarab” fertilizer manufacturer, as well as the ~~following~~other ~~inventions:~~necessary equipment for production, including a windrow turner machine, customized rotary drum screening system, farmland thermometer, farmland moisture measure, and PH screen appliance. Most of our equipment was introduced from North America.

~~● Chinese~~For ~~forest~~the ~~frog~~year ~~sanitarium~~ended ~~liquor~~March 31, 2010, the combined actual output of the Company was 4000 tons, due to the low level of our marketing operations. As we obtain capital to fund our operations, we will seek to expand to our plant capacity. In addition, in order to reduce shipping expense, our plan is to develop local manufacturing facilities in additional regions of China, thereby providing local delivery capabilities and increased capacity.

~~● a~~Raw ~~nutrient~~Material ~~solution~~and ~~of forest frog amino acids~~Suppliers

~~● a~~A ~~moisturizing~~variety ~~lotion~~of ~~for~~raw ~~facial~~materials ~~care~~are ~~derived~~utilized in the production of our products, including fermented chicken manure, fermented rice straw, grass peat, carbamide, monoammonium, ammonium acid carbonate, humic acid, potassium, and potassium chloride. We obtain these raw materials for organic compound fertilizers from ~~forest~~many ~~frogs~~different suppliers in the People’s Republic of China. To manufacture our organic fertilizer, fermented chicken manure, fermented rice straw, grass peat and extracted humic acid are the key raw materials. We currently maintain short-term (typically one-year) supply contracts with 10 material suppliers, 4 of whom are considered “key” suppliers. We utilize spectral analysis technology to select the raw material with the best quality, and we have specially trained buyers to make sure the quality and consistency of the raw materials are maintained.

In addition to the major raw materials, we also utilize a few different components in our production process, all of which can be readily obtained from numerous sources in local markets. Management believes that there are adequate alternative sources of supply for each of these raw materials.

Marketing and Distribution

We have a marketing team of 12 employees. Their pre-market mission is to collect and correlate marketing data from across 5 provinces and 2 municipalities. Our goal is to assemble nationwide market analyses, ascertain new product needs, estimate demand and customer demographics and develop new products to meet that demand. We then apply our branding strategy - identifying our products by brands known in the local region - to introduce to the market the products most likely to appeal to the farmers in that region. For example, in northwest China, climate and environment cause farmers to realize low profit margins, which limit their financial ability to invest in fertilizer. In that area, therefore, we market a broader spectrum, low-cost fertilizer.

Currently the majority of our marketing efforts involve television advertisements and other mass media. In addition, we also conduct marketing and advertising programs through joint events with our customers. Our sales staff shares its knowledge base by organizing training courses about agricultural techniques that are offered to the public on a regular basis, as well as lectures and interactive meetings. Our staff emphasizes the technological components of our products to help end users understand the differences in products available and how to use them. Also, we have set up several hotlines to answer customer questions and to have real-time interaction with customers.

Currently we sell our products through direct selling methods. However, we are actively developing county level product representatives to represent and market our products throughout the provinces contiguous to Heilongjiang: Liaoning, Shandong, Neimenggu and Hebei. The Company will employ a target-profit pricing method. The headquarters in Beijing will determine the target profits for each of the two manufacturing plants, which in turn will work directly with general distributors to determine the prices of each of the product series sold into the local distribution channel.

Because of our low level of sales at this time, a small number of customers provide the largest portion of our sales. Our major customers are farms and plantations, including four from Beijing, three from Shandong and three from Hebei. Approximately 25% of our sales are made to farmers who are certified as “organic.” The majority of our sales are to non-organic growers who are attracted by the productivity advantages offered by our products.

Currently Beijing Shennonxing ships its fertilizer in bagged lots. Its automatic filling and packaging line has a capacity of 500kg/hour. Beijing Shennongxing uses outsourced trucks as the primary method of making shipments from the manufacturing facility to the customer. In special circumstances, rail delivery will also be available. Because transportation of fertilizer entails a risk of environmental pollution, Beijing Shennongxing has developed special transportation and storage containers for use in distribution of its products.

Within the Company’s agricultural markets, a significant portion of the required sales effort includes providing customers with follow-up analysis regarding the efficacy of the Company’s products. Beijing Shennongxing’s future growth will depend upon the Company being able to provide this type of benefit analysis to its customers. So we intend to increase the number of our staff capable of providing such information as a part of our marketing effort.

Competition

The organic fertilizer industry in the People’s Republic of China is largely fragmented, with most competitors operating small regional factories, serving local requirements. Most companies in this industry do not widely promote their products. They have competitive advantages, however, in that they are likely to have tailored their product offerings to local conditions. We intend to do likewise. We have not yet identified any competitors in the northeast China that operate in all of our product lines (organic compound fertilizer, liquid fertilizer, pesticides and insecticides). Our competitive position in the fertilizer industry is strengthened by our emphasis on the use of “environmentally friendly” fertilizer products.

Seasonality and Revenue Volatility

The fertilizer business is highly seasonal, since sales are tied to the planting, growing and harvesting cycles. The seasonality of the industry affects the sales volume of our product. Typically, we experience a higher sales volume in the second and third quarters, with a lower volume in the first and fourth quarters.

Our sales volume can be volatile as a result of a number of factors, including:

	Weather patterns and field conditions (particularly during periods of high fertilizer consumption);
	Quantities of fertilizers imported to primary markets;
	Current and projected grain inventories and prices, which are heavily influenced by U.S. exports, worldwide grain markers, and domestic demand (food, feed, biofuel);
	Government regulation, intervention and unexpected changes in government policies; and
	The reputation of our products and company in the marketplace.

Environmental Regulation

Our products and our manufacturing practices are subject to regulation by governmental agencies in the People’s Republic of China. Business and company registrations, along with the products, are certified on a regular basis and must be in compliance with the laws and regulations of the People’s Republic of China and provincial and local governments and industry agencies, which are controlled and monitored through the issuance of licenses. We believe that we have complied with all registrations and requirements for the issuance and maintenance of the licenses required of us by the governing bodies. As of the date of this report, all of our operating license fees and filings are current.

Employees

~~Tieli~~We ~~XiaoXingAnling~~ currently ~~has~~have no69 full-time staff and employees., assigned to our internal departments as follows:

- 3 -

Department	Headcount
Management		7
Accounting staff		2
Sales and marketing staff		20
Product line staff		40
Total		69

ITEM 1A. RISK FACTORS Risk Factors That May Affect Future Results An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. We have suspended our primary operations due to their lack of profitability. There is no assurance that we will be able to achieve profits in the forest frog industry. Until 2008, all of our business consisted of the sale of hasma – raw forest frog fatty tissues. During 2008 we suspended those operations, as we realized that they would not be profitable over the long term. We are currently exploring methods of achieving profitable operations in the forest frog industry. It may occur, however, that we will be unable to formulate a business plan that achieves profitability, in which case we will be forced to liquidate our property and equipment. The capital investments that we plan for the next two years may result in dilution of the equity of our present shareholders. Our business plan contemplates that we will invest approximately 85 million RMB in our business during the next two years. We will raise the funds for that investment primarily by selling equity in our company. At present we have no commitment from any source for those funds. We cannot determine, therefore, the terms on which we will be able to raise the necessary funds. It is possible that we will be required to dilute the value of our current shareholders’ equity in order to obtain the funds. If, however, we are unable to raise the necessary funds, our growth will be limited, as will our ability to compete effectively. Competition could prevent us from achieving a significant market position. There are currently over 5,000 brands of medicinal tonics being sold in China. The struggle to gain brand recognition is complicated by the lack of government regulation of health claims. In order to achieve substantial market presence, we will have to distinguish our brand from all of the others. In addition, if we are successful in establishing a strong market for our products, other large, well-capitalized nutraceutical companies could be attracted by our success we achieve, and develop similar products. If a well-capitalized company directed its financial strength toward competition with us, it could achieve economies of scale that might permit it to market its products at lower prices than ours. If this occurred before we had established a significant market awareness of our brand, we might be unable to compete effectively, and would be unable to achieve profitability. A recession in China could significantly hinder our growth. The growing demand for our products has been swelled, in large part, by the recent dramatic improvement in the standard of living in China. The continued growth of our market will depend on continuation of recent improvements in the Chinese economy and the amount of disposable income available to the Chinese population. If the Chinese economy were to contract and money became tight, individuals will be less able to pay premium prices for the benefits of forest frog hasma. Many financial commentators expect a recession to occur in China in the near future. The occurrence of a recession could significantly hinder our efforts to implement our business plan. We are subject to the risk of disease and natural disasters. Our business involves the production of livestock. We have not developed alternative sources for raw materials. If our forest frogs or, to a lesser extent, our pigs, become diseased, we could suffer a significant loss of value. In addition, if our farms are damaged by drought, flood, storm, or the other woes of farming, we will not be able to meet the demand for our products, and are likely to suffer operating losses. Such events could have both an immediate negative effect on our financial results, as well as a long-term negative effect on our ability to grow our business. Our business and growth will suffer if we are unable to hire and retain key personnel that are in high demand. Our future success will depend on our ability to attract and retain highly skilled scientists, geneticists, agricultural manufacturing specialists, and marketing personnel. In general, qualified individuals are in high demand in China, and there are insufficient experienced personnel to fill the demand. In a specialized scientific field, such as ours, the demand for qualified individuals is even greater. If we are unable to successfully attract or retain the personnel we need to succeed, we will be unable to implement our business plan. - 4 - We may have difficulty establishing adequate management and financial controls in China. The People’s Republic of China has only recently begun to adopt the management and financial reporting concepts and practices that investors in the United States are familiar with. We may have difficulty in hiring and retaining employees in China who have the experience necessary to implement the kind of management and financial controls that are expected of a United States public company. If we cannot establish such controls, we may experience difficulty in collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet U.S. standards. Government regulation may hinder our ability to function efficiently. The national, provincial and local governments in the People's Republic of China are highly bureaucratized. The day-to-day operations of our business require frequent interaction with representatives of the Chinese government institutions. The effort to obtain the registrations, licenses and permits necessary to carry out our business activities can be daunting. Significant delays can result from the need to obtain governmental approval of our activities. These delays can have an adverse effect on the profitability of our operations. In addition, compliance with regulatory requirements applicable to livestock farming and production may increase the cost of our operations, which would adversely affect our profitability. Capital outflow policies in China may hamper our ability to pay dividends to shareholders in the United States. The People’s Republic of China has adopted currency and capital transfer regulations. These regulations require that we comply with complex regulations for the movement of capital. Although Chinese governmental policies were introduced in 1996 to allow the convertibility of RMB into foreign currency for current account items, conversion of RMB into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires the approval of the State Administration of Foreign Exchange. We may be unable to obtain all of the required conversion approvals for our operations, and Chinese regulatory authorities may impose greater restrictions on the convertibility of the RMB in the future. Because most of our future revenues will be in RMB, any inability to obtain the requisite approvals or any future restrictions on currency exchanges will limit our ability to pay dividends to our shareholders. Currency fluctuations may adversely affect our operating results. Tieli XiaoXingAnling generates revenues and incurs expenses and liabilities in Renminbi, the currency of the People’s Republic of China. However, as a subsidiary of China SXAN Biotech, Inc., it will report its financial results in the United States in U.S. Dollars. As a result, our financial results will be subject to the effects of exchange rate fluctuations between these currencies. From time to time, the government of China may take action to stimulate the Chinese economy that will have the effect of reducing the value of Renminbi. In addition, international currency markets may cause significant adjustments to occur in the value of the Renminbi. Any such events that result in a devaluation of the Renminbi versus the U.S. Dollar will have an adverse effect on our reported results. We have not entered into agreements or purchased instruments to hedge our exchange rate risks. We have limited business insurance coverage. The insurance industry in China is still at an early stage of development. Insurance companies in China offer limited business insurance products, and do not, to our knowledge, offer business liability insurance. As a result, we do not have any business liability insurance coverage for our operations. Moreover, while business disruption insurance is available, we have determined that the risks of disruption and cost of the insurance are such that we do not require it at this time. Any business disruption, litigation or natural disaster might result in substantial costs and diversion of resources. ITEM 1B. UNRESOLVED STAFF COMMENTS Not Applicable. ITEM 2. PROPERTY. Our operations are located on a plantation in the XiaoXing ‘an Mountain district, the location of the majority of China’s commercial forest frog production. Tieli XiaoXingAnling has farming rights to a semi-wild area of 360,000 m2, from which we harvest forest frogs under a permit from the Province of Heilongjiang. In addition, we have ownership rights to a parcel of 145,000 m2. - 5 - ITEM 3. LEGAL PROCEEDINGS8

~~None.~~Properties

~~Item~~The 4executive offices of Beijing Shennongxing are located in rented offices in Beijing. ~~SUBMISSION~~ The OFmanufacturing ~~MATTERS~~facility TOof Aits ~~VOTE~~subsidiary, ~~SECURITY~~Daqing ~~HOLDERS~~Shennongxing, is located on a 3,685 m2 parcel of land in the National High Technology District in Daqing City, Heilongjiang. The manufacturing facility of its other subsidiary, Heilongjiang Xiangyu, is located on a 3,198 m2 parcel in Jiamusi City, Heilongjiang. The two facilities collectively have five warehouses, two for finished products and three for raw materials and work in process, plus an office builsing.

ITEM 1A. Risk Factors

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

We will need to raise additional capital to fund our operations, and we do not have any commitments for that capital.

In order to operate our business at a cost effective level and achieve profits, we will need additional capital. At present no one has committed to provide us the necessary capital. If we are unsuccessful in raising additional capital, we will be unable to execute our business strategy, and are unlikely to be able to sustain operations. If we became unable to continue as a going concern, we would have to liquidate our assets and we might receive significantly less than the values at which they are carried on our consolidated financial statements. In addition, if adequate capital cannot be obtained on satisfactory terms, we will be forced to curtail or delay the implementation of updates to our facilities and delay the expansion of our sales and marketing capabilities, any of which could cause our business to fail.

We have limited operating history, and our prospects are difficult to evaluate.

We have not operated any facility other than our two facilities in city of Daqing and city of Jiamusi, which we acquired in April 2009 and September 2009, and those have been operated only on a limited basis. Our activities to date have been primarily limited to developing our products and establishing marketing relationships. Consequently there is limited historical financial information related to operations available upon which you may base your evaluation of our business and prospects. The revenue and income potential of our business is unproven. If we are unable to develop our business, we will not achieve our goals and could suffer economic loss or collapse.

Our plan to develop relationships with strategic partners and vendors may not be successful.

Our business plan contemplates that we will have to develop both short- and long-term relationships with certain partners and material suppliers to conduct growth trials and other research and development activities, to assess technology, to engage in marketing activities, and to enter into waste collection. For these efforts to succeed, we must identify partners and material suppliers whose competencies complement ours. If we are unsuccessful in our collaborative efforts, our ability to develop and market products could be severely limited or delayed.

Our future success will be dependent on our existing key employees, and hiring and assimilating new key employees, and our inability to attract or retain key personnel in the future would materially harm our business and results of operations.

Our success depends on the continuing efforts and abilities of our current management team. In addition, our future success will depend, in part, on our ability to attract and retain highly skilled employees, including management, technical and sales personnel. The loss of services of any of our key personnel, the inability to attract or retain key personnel in the future, or delays in hiring required personnel could materially harm our business and results of operations. We may be unable to identify and attract highly qualified employees in the future. In addition, we may not be able to successfully assimilate these employees or hire qualified personnel to replace them.

We may be unable to establish marketing and sales capabilities necessary to commercialize and gain market acceptance for our potential products.

We currently have limited resources to expand our sales and marketing capabilities. We will need to either hire sales personnel with expertise in the markets we intend to address or contract with others to provide sales support. Co-promotion or other marketing arrangements to commercialize our planned products could significantly limit the revenues we derive from our products, and our associates may fail to commercialize these products successfully. Our planned products address different markets and can be offered through multiple sales channels. Addressing each market effectively will require sales and marketing resources tailored to the particular market and to the sales channels that we choose to employ, and we may not be able to develop such specialized marketing resources.

The fertilizer industry is highly competitive, which may adversely affect our ability to generate and grow sales.

Chemical fertilizers are manufactured by many companies and are plentiful and relatively inexpensive. In addition, the number of fertilizer products registered as “organic” with the China Food Development and Certification Center increased by approximately 26% from 2005 to 2008. If we fail to keep up with changes affecting the markets that we intend to serve, we will become less competitive, adversely affecting our financial performance.

Detection of any significant defects in our products or failure in our quality control procedures may result in, among other things, delay in time-to-market, loss of sales and market acceptance of our products, diversion of development resources, and injury to our reputation. The costs we may incur in correcting any product defects may be substantial. Additionally, errors, defects or other performance problems could result in financial or other damages to our customers, which could result in litigation. Product liability litigation, even if we prevail, would be time consuming and costly to defend.

Changes in environmental regulations or violations of such regulations could result in increased expense and could have a material negative effect on our financial performance.

We are subject to air, water and other environmental regulations and will need to obtain a number of environmental permits to construct and operate our planned facilities. If for any reason any of these permits are not granted, construction costs for our organic waste conversion facilities may increase, or the facilities may not be constructed at all. Additionally, any changes in environmental laws and regulations, either at the national or the provincial level, could require us to invest or spend considerable resources in order to comply with future environmental regulations. The expense of compliance could be significant enough to reduce our net income and have a material negative effect on our financial performance.

Risks of doing business in People’s Republic of China

The People’s Republic of China’s Economic Policies could affect our Business.

Virtually all of our assets are located, and all of our revenues are derived from our operations, in the People’s Republic of China. Accordingly, our business, financial condition and results of operations are subject, to a significant extent, to the economic, political and legal developments in the People’s Republic of China.

While the People’s Republic of China’s economy has experienced significant growth in the past twenty years, such growth has been uneven, both geographically and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall economy of the People’s Republic of China, but they may also have a negative effect on us. For example, operating results and financial condition may be adversely affected by the government control over capital investments or changes in tax regulations.

Over the past 20 years, the Chinese economy has experienced periods of rapid expansion and fluctuating rates of inflation. These factors have led to the adoption by the Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other action that could inhibit economic activity in China, and thereby harm the market for our products, which could have a negative effect on our business, financial condition and results of operations.

The economy of the People’s Republic of China has been changing from a planned economy to a more market-oriented economy. In recent years the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform and the reduction of state ownership of productive assets, and the establishment of corporate governance in business enterprises. However, a substantial portion of the productive assets in the People’s Republic of China are still owned by the Chinese government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. It also exercises significant control over the People’s Republic of China’s economic growth through the allocation of resources, the control of payment of foreign currency- denominated obligations, the setting of monetary policy and the provision of preferential treatment to particular industries or companies.

Capital outflow policies in the People’s Republic of China may hamper our ability to remit income to the United States.

The People’s Republic of China has adopted currency and capital transfer regulations. These regulations may require us to comply with complex regulations for the movement of capital. Although we believe that we are currently in compliance with these regulations, should these regulations or the interpretation of them by courts or regulatory agencies change; we may not be able to remit all income earned and proceeds received in connection with its operations or from the sale of its operating subsidiary to our stockholders.

We may have difficulty establishing adequate management, legal and financial controls in the People’s Republic of China.

The People’s Republic of China historically has not adopted a Western style of management and financial reporting concepts and practices, modern banking, computer or other control systems. We may have difficulty in hiring and retaining a sufficient number of qualified employees to work in the People’s Republic of China. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western standards.

Risk Related to Our Common Stock

Our common stock price may fluctuate significantly

Because we are a developmental stage company, there are few objective metrics by which our progress may be measured. Consequently, we expect that the market price of our common stock will likely fluctuate significantly. We do not expect to generate substantial revenue from the license or sale of our unique technology for several years, if at all. In the absence of product revenue as a measure of our operating performance, we anticipate that investors and market analysts will assess our performance by considering factors such as:

·	announcements of developments related to our business;
·	developments in our strategic relationships with scientists within our technology field;

·	our ability to enter into or extend investigation phase, development phase, commercialization phase and other agreements with new and/or existing partners;
·	announcements regarding the status of any or all of our collaborations or products;

·	market perception and/or investor sentiment regarding our technology as the next technological wave;
·	announcements regarding developments in our technology field in general;

·	the issuance of competitive patents or disallowance or loss of our patent rights; and
·	quarterly variations in our operating results.

We will not have control over many of these factors but expect that our stock price may be influenced by them. As a result, our stock price may be volatile and you may lose all or part of your investment.

The market for purchases and sales of our common stock may be very limited, and the sale of a limited number of shares could cause the price to fall sharply

Our securities are very thinly traded. Accordingly, it may be difficult to sell shares of the common stock without significantly depressing the value of the stock. Unless we are successful in developing continued investor interest in our stock, sales of our stock could continue to result in major fluctuations in the price of the stock.

We do not intend to declare dividends on our common stock

We will not distribute cash to our stockholders until and unless we can develop sufficient funds from operations to meet our ongoing needs and implement our business plan. The time frame for that is inherently unpredictable, and you should not plan on it occurring in the near future, if at all.

Our common stock is deemed to be a “penny stock” which may make it more difficult for investors to sell their shares due to suitability requirements.

Our common stock is deemed to be “penny stock” as that term is defined in Rule 3a51-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These requirements may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of them. This could cause our stock price to decline. Penny stocks are stock:

§	With a price of less than $5.00 per share;

§	That are not traded on a “recognized” national exchange;

§	Whose prices are not quoted on the NASDAQ automated quotation system; or

§	In issuers with net tangible assets less than $2.0 million (if the issuer has been in continuous operation for at least three years) or $10.0 million (if in continuous operation for less than three years), or with average revenues of less than $6.0 million for the last three years.

Broker-dealers dealing in penny stocks are required to provide potential investors with a document disclosing the risks of penny stocks. Moreover, broker-dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor. Many brokers have decided not to trade “penny stocks” because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. In the event that we remain subject to the “penny stock rules” for any significant period, there may develop an adverse impact on the market, if any, for our securities. Because our securities are subject to the “penny stock rules,” investors will find it more difficult to dispose of our securities.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

~~- 6~~ITEM -2. DESCRIPTION OF PROPERTIES

The Company’s plant in Jiamusi City has a fertilizer output capacity of 5,000 tons per year. Our plant in Daqing also has a fertilizer output capacity of 5,000 tons per year as well. We currently have one “scarab” fertilizer manufacturer, as well as the other necessary equipment for production, including a windrow turner machine, customized rotary drum screening system, farmland thermometer, farmland moisture measure, and PH screen appliance. Most of our equipment was introduced from North America.

For the year ended March 31, 2010, the combined actual output of the Company was 4000 tons, due to the low level of our marketing operations. As we obtain capital to fund our operations, we will seek to expand to our plant capacity. In addition, in order to reduce shipping expense, our plan is to develop local manufacturing facilities in additional regions of China, thereby providing local delivery capabilities and increased capacity.

ITEM 3. LEGAL PROCEEDINGS

We have not been involved in any material litigation or claims arising from our ordinary course of business. We are not aware of any material potential litigation or claims against us which would have a material adverse effect upon our results of operations or financial condition.

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

None.

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

(a) Market Information

Our common stock is currently quoted on the OTCBB under the symbol “~~CSXB.OB~~CHOR”. There is a limited trading market for our common stock. The following table sets forth the range of high and low bid quotations for each quarter within the last two fiscal years, and the subsequent interim period. These quotations as reported by the OTCBB reflect inter-dealer prices without retail mark-up, mark-down, or commissions and may not necessarily represent actual transactions.

Quarter Ending	High		Low
September 30, 2007	$	5.00	$	0.26
December 31, 2007	$	1.95	$	0.27
March 31, 2008	$	1.10	$	0.26
June 30, 2008	$	0.50	$	0.13
September 30, 2008	$	0.17	$	0.02
December 31, 2008	$	0.17	$	0.02
March 31, 2009	$	0.10	$	0.01
June 30, 2009	$	0.15	$	0.01

Security Holders

Period	High		Low
Quarter Ended June 30, 2008	$	0.50	$	0.11
Quarter Ended September 30, 2008	$	0.11	$	0.05
Quarter Ended December 31, 2008	$	0.11	$	0.02
Quarter Ended March 31, 2009	$	0.10	$	0.01

Quarter Ended June 30, 2009	$	0.10	$	0.01
Quarter Ended September 30, 2009	$	0.10	$	0.01
Quarter Ended December 31, 2009	$	0.10	$	0.02
Quarter Ended March 31, 2010	$	0.32	$	0.05

~~There~~(b) ~~are 199 shareholders of record of the Company's Common Stock.~~Shareholders

~~Equity~~On ~~Compensation~~July ~~Plans~~13, 2010 there were approximately 303 holders of record of our common stock.

Since the Company’s incorporation, no dividends have been paid on our Common Stock. We intend to retain any earnings for use in our business activities, so it is not expected that any dividends on our common stock will be declared and paid in the foreseeable future.

(d) Equity Compensation Plans

We do not have any equity compensation plans. We have not granted any stock options or other equity awards since our inception.

ITEM 6. ~~Selected~~ ~~Financial~~SELECTED ~~Data~~FINANCIAL DATA

Not ~~Applicable~~applicable.

~~- 7 -~~15

ITEM 7. ~~Management’s~~MANAGEMENT'S ~~Discussion~~DISCUSSION ~~and~~AND ~~Analysis~~ANALYSIS.

The following discussion should be read in conjunction with the financial statements and the notes thereto appearing elsewhere in this Form 10-K. The following discussion contains forward-looking statements reflecting our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. You are also urged to carefully review and consider our discussions regarding the various factors which affect our business, including the information provided under the caption “Risk Factors.” See the cautionary note regarding forward-looking statements at the beginning of Part I of this Form 10-K.

Results of Operations for Fiscal Year Ended March 31, 2010, Compared with the Fiscal Year Ended March 31, 2010

Results of Operations

~~Early~~Beijing Shennongxing remains in ~~the~~a ~~2009~~pre-market ~~fiscal~~stage ~~year,~~of its operations. During the ~~Company’s~~past ~~management~~few ~~determined~~years ~~that~~we ~~the~~have ~~Company’s~~focused ~~business,~~on asdeveloping our technology and product offering, then ~~structured~~on establishing marketing channels, ~~was~~including ~~not~~developing ~~sustainable~~access to agribusiness clients. ~~Among~~Sales ~~the~~have ~~factors~~been incidental ~~that~~to ~~led~~these toactivities ~~this~~and, ~~conclusion~~therefore, ~~were~~limited. During the ~~increase~~year ofended March ~~grain~~31, ~~prices~~2010 we ~~within~~recorded ~~China~~only ~~which~~$36,413 ~~has~~ in ~~turn~~revenue, ~~increased~~all ~~our~~of ~~expenses~~which ~~for~~was ~~feedstock,~~earned ~~increasing~~in ~~production~~the ~~costs,~~quarter ~~raw material~~ended ~~costs~~June 30, ~~and~~2009. During ~~costs~~the ~~associated~~year ~~with~~ended ~~being~~March a31, ~~public~~2009 ~~company. As~~we arecorded ~~result~~$117,414 ~~management~~in ~~resolved~~revenue. These sales were made to ~~temporarily~~a ~~halt~~small ~~operations~~number of farms and ~~formed~~plantations, angenerally ~~exploratory~~at ~~committee to~~cost, ~~evaluate~~and primarily for the ~~possibility~~purpose of ~~utilizing~~initiating ~~the~~distribution ~~current~~for ~~production~~testing ~~lines~~purposes. Primarily ~~and~~because ~~inventories~~the ~~toward~~cost ~~the~~of ~~manufacture~~goods sold ~~and~~recorded ~~distribution~~on our Statements of ~~other~~ ~~frog~~Operations ~~related~~includes ~~products. For~~an ~~the~~allocation ~~year~~of ~~ended~~indirect ~~June~~production ~~30,~~costs ~~2009,~~(such ~~our~~as ~~business~~utilities) ~~generated~~and ~~only~~an ~~$60,575~~allocation of ~~revenue~~indirect labor (such as assembly and packaging), ain ~~99%~~each ~~decrease~~period ~~from~~we ~~the~~realized negative gross margin: a gross loss of $1251,~~587,579~~683 in ~~revenue~~the year ~~recorded~~ended March 31, 2010 and a gross loss of $37,527 during the year ended ~~June~~March 3031, ~~2008~~2009.

~~The~~An ~~suspension~~additional ofreason ~~operations~~for ~~forced~~our usnegative tomargins ~~write-off~~has been recent increases in the ~~value~~cost of ~~our~~the ~~inventory~~specialized ofraw ~~forest~~materials ~~frogs. The~~that ~~resulting~~we ~~“loss~~use onin ~~damaged~~our ~~inventory”~~fertilizer. Specifically, the cost of $6carbamide,~~461,367~~ ~~was~~which ~~the~~serves ~~primary~~as ~~factor~~an inimportant ~~our~~raw ~~realization~~material offor aour ~~net~~products, ~~loss~~increased ofby $20.6~~,652,453~~% ~~for~~to ~~the~~RMB ~~year ended~~1750 ~~June~~per ~~30,~~ton in 2009, asfrom ~~compared~~RMB to1450 ~~net~~per ~~income~~ton ~~of $2,809,436~~a ~~for the previous~~ year earlier. ~~Since~~In ~~that~~addition, ~~write-off~~the ~~was~~costs aof ~~one-time~~monoammonium, ~~event~~potassium, weand ~~anticipate~~potassium ~~that~~chloride ~~our~~have ~~net~~increased ~~loss~~significantly during 2009. Our prospects for ~~the~~profitable ~~near~~operations in the future will bedepend, ~~modest. Nevertheless~~in part, weon ~~will~~how ~~continue~~the tointernational ~~incur~~market ~~losses~~for ~~unless~~these weraw ~~revive~~materials ~~our~~develops ~~marketing~~in ~~operations. As~~the ofnext ~~now~~few years. Similarly, we ~~have little operating~~because ~~income.~~the Wecost ~~did~~of ~~not~~transportation ~~make~~represents a ~~provision~~significant ~~for~~portion ~~income~~of ~~taxes~~our incost ~~China~~of goods sold, ~~since~~the weinternational ~~have~~market ~~not~~for ~~made~~oil ~~profits~~will also influence our profitability in future periods.

~~Liquidity~~Our general and ~~Capital~~administrative ~~Resources~~expenses principally include:

~~Since~~● Office ~~Tieli~~staff ~~XiaoXingAnling~~salaries was organized at the end of 2003, its operations have been funded primarily by capital contributions from its shareholders (who became, in July 2007, the controlling shareholders of China SXAN Biotech). In addition, the shareholders have made short-term, non-interest bearing loans to Tieli XiaoXingAnling when it needed working capital. The result is that at June 30, 2009, the Company had no bank debt and ~~only a modest debt to investors.~~benefits;

~~The~~● Traveling ~~Company had $1,093,875 in working capital at June 30, 2009. The primary components of working capital, however, were loans~~ and ~~advances~~entertainment ~~that we made, in order to realize income from our cash resources while we have suspended operations.~~expenses;

~~Despite~~● Other ~~our~~associated ~~large net loss, during the year ended June 30, 2009, the operations of Tieli XiaoXingAnling used only $7,703 in cash~~fees. This occurred because the greater part of our net loss was the result of a non-cash write-off of inventory. At the same time, although we used $4.7 million to purchase inventory (which was subsequently written-off), the payments were primarily made by reducing advances to suppliers that we made in prior periods. These factors helped the Company to reserve its operational cash.

AsOur wegeneral ~~have~~and ~~temporarily~~administrative expenses ~~halted~~were ~~our~~$648,671 ~~operations~~for the year ended March 31, we2010, ~~are~~and ~~currently~~were ~~exploring~~relatively the ~~following~~same, ~~possibilities~~$726,254, ~~toward~~in the year ended March 31, 2009. The reduction is primarily attributable to expenses incurred in the 2010 and 2009 fiscal years in connection with (a) product acquisition and development, ofand (b) efforts by the ~~company:~~Company to become publicly listed in the United States. In addition, if we are able to secure the funds needed to implement our marketing program, general and administrative expenses will grow along with the expansion of our business operations. When funded, we intend to open new manufacturing facilities and hire additional personnel, all of which will increase our general and administrative expenses.

~~· Acquisition of a liquor factory or medical wine factory with the necessary Good Manufacturing Practices (“GMP”) certification from the government.~~16

·Due ~~Acquisition~~to the low level of aour ~~pharmaceutical~~revenues, ~~factory~~our oroperating ~~healthcare~~expenses ~~products~~were ~~factory~~approximately ~~with~~equal ato ~~GMP~~our ~~certification~~net loss in all of the periods reported on in this Report: $700,199 for the year ended March 31, 2010, $773,611 for the year ended March 31, 2009.

~~Management~~Our ~~intends~~business operates in Chinese Renminbi, but we report our results in our SEC filings in U.S. Dollars. The conversion of our accounts from RMB to ~~pursue~~Dollars results in translation adjustments, which are reported as a ~~variety~~middle ofstep ~~sources~~between ~~for~~net income and comprehensive income. The net income is added to the ~~funds~~retained ~~required~~earnings on ~~for~~our ~~those~~balance ~~capital~~sheet; ~~investments~~while the translation adjustment is added to a line item on our statement of stockholders equity labeled “accumulated other comprehensive income,” ~~offering~~since ~~both~~it ~~debt~~is more reflective of changes in the relative values of U.S. and ~~equity~~Chinese currencies than of the success of our business. At During the ~~present~~year ~~time~~ended March 31, ~~however~~2010, nothe ~~commitment~~unrealized ~~for~~loss ~~funds~~on ~~has~~foreign ~~been~~currency ~~received~~translations ~~from~~reduced ~~any~~our ~~source~~accumulated other comprehensive income by $39,555.

Liquidity and Capital Resource

Since Beijing Shennongxing was organized, its operations have been funded primarily by loans from our shareholders. As of March 31, 2010, therefore, the balance due to our shareholders was $1,882,656. This is recorded on our balance sheet as loan from stockholders, because the creditors are members of the management of Beijing Shennongxing, and they have committed that they will not seek repayment of the loan during the next fiscal year and not until the Company can afford to repay the loan without damage to its business prospects.

As of March 31, 2010, SNX had a working capital deficit of $2,652,143. Included in our current assets at March 31, 2010 are “other account receivable” of $648,170. The greater portion of this item represents funds advanced to middlemen for future purchases of raw materials. The accounts will be amortized as raw materials are received.

The second largest item in our current liabilities is denoted “accrued expenses and other payable.” As of March 31, 2010 this item totaled $864,522. Included in this item is $564,151 related to the conversion of the facilities of the XiangYu Fertilizer Company for use in our operations. The item includes amounts owed (but, in most cases, not yet payable) for services by contractors, and also includes refundable contract deposits and bidding deposits given to Beijing Shennongxing in connection with the construction process.

In order to fully implement our business plan, we will require working capital far in excess of our current asset value. Our expectation, therefore, is that we will seek to access the capital markets in both the U.S. and China to obtain the funds we require. At the present time, however, we do not have commitments of funds from any source.

Off-Balance Sheet Arrangements

Neither ~~China~~SNX ~~SXAN~~Organic ~~Biotech~~ nor ~~Tieli~~Beijing ~~XiaoXingAnling~~Shennongxing has any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on their financial condition or results of operations.

- Critical 8Accounting -Policies

~~ITEM~~ Our 8consolidated financial information has been prepared in accordance with U. ~~Financial~~S. ~~Statements~~GAAP, which requires us to make judgments, estimates and assumptions that affect (1) the reported amounts of our assets and liabilities, (2) the disclosure of our contingent assets and liabilities at the end of each fiscal period and (3) the reported amounts of revenues and expenses during each fiscal period. We continually evaluate these estimates based on our own historical experience, knowledge and assessment of current business and other conditions, our expectations regarding the future based on available information and reasonable assumptions, which together form our basis for making judgments about matters that are not readily apparent from other sources. Some of our accounting policies require a higher degree of judgment than others in their application.

~~China Sxan Biotech Inc. and Subsidiary~~17

~~Consolidated~~ We ~~Financial~~made ~~Statements~~no material changes to our critical accounting policies in connection with the preparation of previous financial statements.

Recent Accounting Pronouncements

In May 2009, the FASB issued guidance related to subsequent events under ASC 855-10, Subsequent Events. This guidance sets forth the period after the balance sheet date during which management or a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. It requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, whether that date represents the date the financial statements were issued or were available to be issued. This guidance is effective for interim and annual periods ending after June 3015, 2009. ~~and~~We ~~2008~~have included the required disclosures in our consolidated condensed financial statements.

~~Table~~ In June 2009, the FASB issued an amendment to ASC 810-10, Consolidation. This guidance amends ASC 810-10-15 to replace the quantitative-based risks and rewards calculation for determining which enterprise has a controlling financial interest in a VIE with a primarily qualitative approach focused on identifying which enterprise has the power to direct the activities of ~~Contents~~a VIE that most significantly impact the entity’s economic performance. It also requires ongoing assessments of whether an enterprise is the primary beneficiary of a VIE and requires additional disclosures about an enterprise’s involvement in VIEs. This guidance is effective as of the beginning of the reporting entity’s first annual reporting period that begins after November 15, 2009 and earlier adoption is not permitted. We are currently evaluating the potential impact, if any, of the adoption of this guidance will have on our consolidated condensed financial statements.

Consolidated Financial Statements	Page
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheet as of June 30, 2009 and 2008	F-2
Consolidated Statements of Operations and Comprehensive Income (loss) for the Years Ended June 30, 2009 and 2008	F-3
Consolidated Statements of Stockholders' Equity for the Years Ended June 30, 2009 and 2008	F-4
Consolidated Statements of Cash Flows for the Years Ended June 30, 2009 and 2008	F-5
Notes to Consolidated Financial Statements	F-6

In June 2009, the FASB issued Accounting Standards Update No. 2009-01 which amends ASC 105, Generally Accepted Accounting Principles. This guidance states that the ASC will become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Once effective, the Codification’s content will carry the same level of authority. Thus, the U.S. GAAP hierarchy will be modified to include only two levels of U.S. GAAP: authoritative and non-authoritative. This is effective for financial statements issued for interim and annual periods ending after September 15, 2009. We adopted ASC 105 as of March 31, 2010 and thus have incorporated the new Codification citations in place of the corresponding references to legacy accounting pronouncements.

In August 2009, the FASB issued Accounting Standards Update No. 2009-05, Measuring Liabilities at Fair Value, which amends ASC 820, Fair Value Measurements and Disclosures. This Update provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure the fair value using one or more of the following techniques: a valuation technique that uses the quoted price of the identical liability or similar liabilities when traded as an asset, which would be considered a Level 1 input, or another valuation technique that is consistent with ASC 820. This Update is effective for the first reporting period (including interim periods) beginning after issuance. Thus, we adopted this guidance as of March 31, 2010, which did not have a material impact on our consolidated condensed financial statements.

In September 2009, the Financial Accounting Standards Board (FASB) amended existing authoritative guidance to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. The amended guidance is effective for fiscal annual reporting periods beginning after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual reporting periods thereafter. The Company is currently assessing the impact, if any, adoption may have on its financial statements or disclosures.

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CHINA ORGANIC FERTILIZER, INC

CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2010 AND 2009

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firms	F2

Consolidated Balance Sheets as of March 31, 2010 and 2009	F3

Consolidated Statements of Operation for years ended March 31, 2010 and 2009	F4

Consolidated Statements of Changes in Stockholders’ Equity for years ended March 31, 2010 and 2009	F5

Consolidated Statements of Cash Flows for years ended March 31, 2010 and 2009	F6

Notes to Consolidated Financial Statements	F7-F16

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ToThe ~~the~~ Board of Directors and Stockholders

China ~~Sxan~~ ~~Biotech~~ Organic Fertilizer, Inc.:

We have audited the accompanying consolidated balance sheets of ~~China~~SNX ~~Sxan~~Organic ~~Biotech~~Fertilizer, Inc. and subsidiaries ~~(the “Company”)~~ as of ~~June~~March 3031, ~~2009~~2010 and ~~2008,~~2009 and the related consolidated statements of ~~operations and comprehensive~~ income ~~(loss)~~, changes in stockholders’ equity, and cash flows for each of the two years ~~then~~ ended. March 31, 2010 and 2009. These consolidated financial statements are the responsibility of the Company'’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the ~~consolidated~~ financial position of ~~China~~SNX ~~Sxan~~Organic ~~Biotech~~Fertilizer, Inc. and ~~Subsidiaries~~subsidiaries as of ~~June~~March 3031, ~~2009~~2010 and ~~2008~~2009, and the ~~consolidated~~ results of ~~their~~its operations, ~~and~~changes ~~their~~in ~~consolidated~~stockholders’ equity, and cash flows for each of the two years ~~then~~ ended March 31, 2010 and 2009 in conformity with accounting principles generally accepted in the United States of America.

~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern~~P. ~~As discussed in Note 3 to the consolidated financial statements~~C.LIU, ~~the Company has incurred extensive losses from operations and management believes that the Company will continue to incur losses~~CPA, ~~which raises substantial doubt about its ability to continue as a going concern~~P. ~~Management’s plans concerning these matters are also described in Note 3~~C. ~~The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~/s/Patrizio & Zhao~~Flushing, ~~LLC~~NY

~~Parsippany~~June 30, ~~New Jersey~~2010

~~September 30, 2009~~F2

F-1

CHINA ORGANIC FERTILIZER, INC.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2010 AND 2009
	2010		2009
Current Assets:
Cash and cash equivalents	$	138,345	$	14,504
Accounts receivable		70,017		290,217
Other account receivable-net		648,170		138,189
Advanced to suppliers		17,604		-
Inventory (net)		440,871		184,589
Prepaid Expenses		146,102		-
Total Current Assets		1,461,109		627,499

Property, Plant & Equipment, net		1,756,857		1,935,949

Intangible assets, net		457,654		457,029

Total Assets		3,675,620		3,020,477

CHINA SXAN BIOTECH, INC.
LIABILITIES AND STOCKHOLDERS' EQUITY
CONSOLIDATED BALANCE SHEETS
Current Liabilities:
JUNE 30, 2009 AND 2008
Accounts Payable		658,223			44,406
	June 30, 2009			June 30, 2008
Advance from Customers		125,429			145,108
Assets
Tax Payable		78,588			28,037
Current assets:
Accrued expenses and other payable		864,522			734,069
Cash and cash equivalents	$	5,204		$	23,203
Loan from stockholders, current portion		1,882,656			1,700,523
Inventory		335,764			2,076,016
Total Current Liabilities		3,609,418			2,652,143
Other receivables		1,168,398			1,163,854
Stockholders' Equity:
Advance payments		1,224,980			5,884,877
Prefer stock-series A, convertible, par value $0.001, 153,442 shares
Other current assets		384			385
issued and outstanding		153
Total current assets		2,734,730			9,148,335
Prefer stock- series C, convertible, par value $0.001, 3,600 shares
Property and equipment, net		461,633			695,163
authorized and 3,600 shares issued and outstanding
Intangible assets, net - rights to use land		4,438,408			4,515,047
as of March 31, 2010 it shall converte to common stock at 1 to 100,000		360,000			-
Total assets	$	7,634,771		$	14,358,545
Prefer stock, face value, 99,896,000 authorized,
Liabilities and stockholders’ equity
0 share issued and outstanding		-			-
Current liabilities:
Common Stock, par value $0..001, 100,000,000 shares authorized
Accounts payable and accrued expenses	$	145,945		$	249,212
59,542,572 shares issued and outstanding		59,543			-
Income taxes payable		1,221,131			1,216,130
Additional paid in capital		1,994,244			2,013,341
Due to shareholders		79,350			79,350
Accumulated other comprehensive income		(62,683	)		(60,151	)
Other taxes payable		126,881			126,362
Retained Earnings		(2,285,055	)		(1,584,856	)
Other payables		67,548			68,435
Total Stockholders' Equity		66,202			368,334
Total current liabilities		1,640,855			1,739,489
Total Liabilities and Stockholders' Equity	$	3,675,620		$	3,020,477
Stockholders’ equity:
Series A convertible preferred stock, $0.001 par value,
99,900,000 shares authorized, 7,825,525 and 27,011,477 shares issued
and outstanding at June 30, 2009 and 2008, respectively		7,826			27,011
Common stock, $0.001 par value, 100,000,000 shares authorized,
19,919,795 and 19,542,572 shares issued and outstanding
at June 30, 2009 and 2008, respectively		19,920			19,543
Additional paid-in capital		4,485,539			4,466,731
Statutory reserve		378,782			378,782
Retained earnings (deficit)		(482,879	)		6,169,574
Accumulated other comprehensive income		1,584,728			1,557,415
Total stockholders’ equity		5,993,916			12,619,056
Total liabilities and stockholders' equity	$	7,634,771		$	14,358,545
The accompanying notes are an integral part of these consolidated financial statements.

~~F-2~~ The accompanying notes are an integral part of these consolidated financial statements.

CHINA SXAN BIOTECH, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
	For the Years Ended June 30,
	2009			2008
Sales	$	60,575		$	12,587,579
Cost of sales		77,185			7,830,671
Gross profit (loss)		(16,610	)		4,756,908
Operating expenses:
Selling, general and administrative		175,692			1,455,800
Income (loss) from operations		(192,302	)		3,301,108
Loss on damaged inventory		6,461,367			-
Other income (expenses):
Other income, net		1,509			4,729
Interest income (expense), net		(293	)		(618	)
Total other income		1,216			4,111
Income (loss) before provision for income tax		(6,652,453	)		3,305,219
Provision for income tax		-			495,783
Net income (loss)		(6,652,453	)		2,809,436
Other comprehensive income
Foreign currency translation adjustment		27,313			1,139,307
Comprehensive income (loss)	$	(6,625,140	)	$	3,948,743
Basic earnings (loss) per share	$	(0.34	)	$	0.17
Diluted earnings (loss) per share	$	(0.34	)	$	0.17
Weighted average number of common shares outstanding:
Basic		19,573,577			16,299,664
Diluted		19,573,577			16,814,790
The accompanying notes are an integral part of these consolidated financial statements.

F-3

CHINA ORGANIC FERTILIZER, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
			For the years ended March 31
			2010	2009

Revenues			$ 36,413	$ 117,414

Cost of Goods Sold			88,096	154,941

Gross Profit			(51,683)	(37,527)


Operating Expenses:
	Sales Expenses		1,466	9,073
	General and Administrative Expenses		646,671	726,254

		Total Operating Expenses	648,137	735,327

Income from Operations before other Income and (expense)			(699,820)	(772,854)

Other Income and (Expense):
	Other income		498	327
	Financial expense		(422)	(1,084)

Non Operating( income)/expenses			76	(757)

Income Before Income Taxes			(699,744)	(773,611)

Provision For Income Taxes			455	-

Net Income (Loss)			(700,199)	(773,611)

Other Comprehensive Items:

	Foreign Currency Translation Gain (Loss)		(39,555)	14,262

Comprehensive Income			$ (739,754)	$ (759,349)

Weighted average earning per share
	Basis		$ (0.01)	$ (0.01)
	Diluted		$ (0.00)	$ (0.00)

Weighted average number of common shares outstanding
	Basis		59,542,752	59,542,752
	Diluted		419,696,014	419,696,014

CHINA SXAN BIOTECH, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
									Accumulated
						Additional		Retained	other	Total
	Capital	Series A Preferred Stock		Common Stock		Paid in	Statutory	Earnings	Comprehensive	Stockholders’
	Contributed	Shares	Amount	Shares	Amount	Capital	Reserve	(Deficit)	Income	Equity
Balance at June 30, 2007	$4,667,380	-	$ -	-	$ -	$ -	$378,782	$3,360,138	$ 418,108	$8,824,408
Common stock issued in
recapitalization	-	-	-	19,542,572	19,543	-	-	-	-	19,543
Series A preferred stocks		27,011,477	27,011	-	-	-	-	-	-	27,011
Effect of reverse merger	($4,667,380)	-	-	-	-	4,466,731	-	-	-	(200,649)
Net income	-	-	-	-	-	-	-	2,809,436	-	2,809,436
Other comprehensive income	-	-	-	-	-	-	-	-	1,139,307	1,139,307
Balance at June 30, 2008	$ -	27,011,477	$ 27,011	19,542,572	$19,543	$ 4,466,731	$378,782	$ 6,169,574	$ 1,557,415	$ 12,619,056
Series A Preferred stock
converted into common stock	-	(19,185,952)	(19,185)	377,223	377	18,808	-	-	-	-
Net loss	-	-	-	-	-	-	-	(6,652,453)	-	(6,652,453)
Other comprehensive income	-	-	-	-	-	-	-	-	27,313	27,313
Balance at June 30, 2009	$ -	7,825,525	$ 7,826	19,919,795	$19,920	$ 4,485,539	$378,782	$ (482,879)	$ 1,584,728	$ 5,993,916
The accompanying notes are an integral part of these consolidated financial statements.

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

~~F-4~~F4

CHINA SXAN BIOTECH, INC.
CHINA ORGANIC FERTILIZER, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
	For the Years Ended June 30,
	Prefer Stock Series A						Prefer Stock Series C				Common Stock par value				Additional			Accumulated other									Total
	2009			2008
	one to one CS par $0.001						1 to 100,000 CS par $0.001				$	0.001	Paid in		Comprehensive			Retained			Comprehensive			Stockholders'
Cash flows from operating activities:
	Shares			Amount			Shares		Amount		Shares		Amount		Capital			Income			Earnings			Income			Equity
Net income (loss)	$	(6,652,453	)	$	2,809,436
Balance- March 31, 2008.		-		$	-			-	$	-			$	-	$	1,127,158		$	(52,726	)	$	(811,245	)				$	263,187
Adjustments to reconcile net income to net cash
Net loss for the year																						(773,611	)	$	(773,611	)		(773,611	)
provided by (used in) operating activities:
Additional contributed capital																849,160												849,160
Depreciation		246,769			246,343
Foreign currency translation adjustment																			29,598						14,262			29,598
Amortization		95,208			93,998
Comprehensive income																									(759,349	)
Loss on damaged inventory		6,461,367			-
Balance- March 31, 2009												-		-		1,976,318			(23,128	)		(1,584,856	)					368,334
Changes in assets and liabilities:
Shares issued for merger
Accounts receivable		-			1,458,528
January 30, 2010		153,442			153			3,600		360,000		59,542,572		59,543		(419,696	)											-
Inventory		(4,712,355	)		(589,483	)
Net loss for the year																						(700,199	)		(700,199	)		(700,199	)
Other receivables		-			(407,525	)
Additional contributed capital																437,622												437,622
Advances payments		4,684,097			(3,749,866	)
Foreign currency translation adjustment																			(39,555	)					(39,555	)		(39,555	)
Other current assets		-			165
Comprehensive income																								$	(739,754	)
Accounts payable and accrued expenses		(129,168	)		(227,198	)
Balance- March 31, 2010		153,442		$	153			3,600	$	360,000		59,542,572	$	59,543	$	1,994,244		$	(62,683	)	$	(2,285,055	)				$	66,202
Income taxes payable		-			393,541
Other taxes payable		-			124,638
Other payables		(1,168	)		(27,795	)
Total adjustments		6,644,750			(2,684,654	)
Net cash provided by (used in) operating activities		(7,703	)		124,782
Cash flows from investing activities:
Acquisition of property and equipment		(10,383	)		(15,439	)
Net cash used in investing activities		(10,383	)		(15,439	)
Cash flows from financing activities:
Repayments of stockholders’ loans		-			(220,848	)
Net cash used in financing activities		-			(220,848	)
Effect of foreign currency translation on cash		87			129,816
Net increase (decrease) in cash and cash equivalents		(17,999	)		18,311
Cash and cash equivalents at beginning of year		23,203			4,892
Cash and cash equivalents at end of year	$	5,204		$	23,203
The accompanying notes are an integral part of these consolidated financial statements.

~~F-5~~ The accompanying notes are an integral part of these consolidated financial statements.

~~CHINA SXAN BIOTECH INC.~~ F5

CHINA ORGANIC FERTILIZER, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
		For the years ended March 31,
		2010	2009
Net Loss		$ (700,199)	$ (773,611)
Adjustments To Reconcile Net Income To Net Cash
Provided By Operating Activities:
Depreciation and Amortization Expense		123,099	112,840
(Increase) or Decrease in Current Assets:
Accounts Receivable		220,200	(44,432)
Inventories		(256,282)	30,668
Advanced to Suppliers		(17,604)	7,291
Other account receivable		(509,981)	(70,805)
Prepaid Expenses		(146,102)	3,584
Increase or (Decrease) in Current Liabilities:
Accounts Payable		613,817	(23,465)
Advanced from Customers		(19,679)	51,552
Tax Payable		50,551	27,897
Other payable		155,669	(16,033)
Accrued expense		(24,216)	149,430

	Net Cash ( Used) Provided by Operating Activities	(510,727)	(545,084)

Cash Flows From Investing Activities:

Disposal of production equipment		215,666	318,265
Purchase of property, Equipment		(198,322)	(282,483)

	Net Cash Used in Investing Activities	17,344	35,782

Cash Flows From Financing Activities:
Loan from shareholder/(loan payback)		182,134	(538,895)
Capital contribution		437,622	864,496
	Net Cash Provided in Financing Activities	619,756	325,601

Increase in Cash and Cash Equivalents		126,373	(183,701)

Effect of exchange rate changes on cash and cash equivalents		(2,532)	4,171

Cash and Cash Equivalents -Beginning Balance		14,504	194,034

Cash and Cash Equivalents - Ending Balance		$ 138,345	$ 14,504

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

China Organic Fertilizer, Inc.

Notes to Consolidated Financial Statements

~~June~~March 3031, ~~2009~~2010 and ~~2008~~2009

Note 1 – Organization ~~and Description of Business~~

~~China SXAN Biotech, Inc. (the “Company”, formerly Advance Technologies, Inc.), a Nevada corporation, was incorporated on June 16, 1969.~~ On ~~July~~January 1015, ~~2007,~~2010 ~~the~~China ~~Company~~SXAN Biotech acquired the outstanding capital stock of ~~American~~SNX ~~SXAN~~Organic ~~Biotech~~Fertilizers, Inc., a Delaware corporation (“~~American~~SNX ~~SXAN~~Organic”). SNX ~~American~~Organic ~~SXAN~~ is a holding company that onowns ~~Oct~~all ~~31, 2006 acquired 100%~~ of the ~~stock~~registered capital of ~~Tieli~~Beijing ~~Xiaoxinganling~~Shennongxing ~~Forest~~Technology ~~Breeding~~ Co., Ltd. (“~~Tieli~~Beijing ~~Xiaoxinganling~~Shennongxing”), a corporation organized under the laws of The People’s Republic of China. Beijing ~~Tieli~~Shennongxing ~~Xiaoxinganling~~ is engaged in the business of manufacturing and marketing ~~wines~~organic ~~and~~fertilizer ~~tonics~~through ~~derived~~its ~~from~~subsidiaries ~~domesticated~~in ~~forest~~China. All ~~frogs~~of Beijing Shennongxing’s business is currently in China.

The ~~Company~~acquisition ~~was~~took ~~organized~~place ~~under~~through ~~the~~a ~~laws~~merger of ~~the~~SNX ~~State~~Organic ofinto ~~Delaware~~a ~~under~~wholly-owned ~~the~~subsidiary ~~name~~of ~~PWB~~China ~~Industries,~~SXAN ~~Inc.;~~Biotech (the ~~articles of incorporation were issued on June 16, 1969~~“Merger”). ~~The~~In ~~name~~connection ~~was changed to Sun Energy, Inc., which merged~~ with ~~Sto~~the ~~Med,~~closing ~~Inc.~~of onthe ~~February 22~~Merger, ~~1996~~China ~~and~~SXAN ~~changed~~Biotech ~~its~~issued ~~name~~ to ~~Sto Med, Inc. and domicile to~~ the ~~State~~shareholders of ~~Nevada.~~SNX ~~Sto~~Organic ~~Med Inc. changed its name to Advance Technologies~~40,000,000 ~~Inc.~~shares onof ~~August~~common ~~23,~~stock ~~1997.~~and ~~On September 27~~3,600 ~~1999~~shares ~~the~~of ~~Company~~Series ~~acquired~~C ~~Seacrest Industries of Nevada~~Preferred Stock, ~~also~~which ~~known~~will asbe ~~Infrared~~convertible ~~Systems~~into ~~International. On September 4~~360,000,000 ~~2007~~shares ~~the name~~ of ~~the Company was changed to~~ China SXAN Biotech, ~~Inc.~~common stocks.

~~Note~~China 2SXAN –biotech ~~Summary~~assigned all of ~~Significant~~its ~~Accounting~~pre-Merger ~~Policies~~business and assets to American SXAN biotech, Inc., its wholly-owned subsidiary, and American SXAN Biotech assumed responsibility for all of the liabilities of China SXAN Biotech that existed prior to the Merger.

~~Basis~~Beijing Shennongxing Technology, Ltd.Co.(BSNX) was established in June 2002 .The company’s registered capital is five hundred thousand (500,000) RMB. In January 2005, the company had amended its charter and changed name to Beijing Shennongxing Technology, Ltd.Co. BSNX increased registered capital to one million (1,000,000) RMB (appromixingly $124,355 US Dollar). In March 2006, BSNX became a foreign owned company which approved by Haidian Business Bureau in Beijing. The major operations of ~~Presentation~~BSNX are manufacturing organic fertilizer and studying organic agricultural products.

~~The~~BSNX ~~accompanying~~established ~~consolidated~~Beijing ~~financial~~Shennongxing ~~statements~~Huanan ~~have~~Xiangyu ~~been~~Green ~~prepared~~Fertilizer inLtd, ~~accordance~~Co. (Huanan ~~with~~Xiangyu) ~~accounting~~on ~~principles~~Feb ~~generally~~5th, ~~accepted~~2005. inIts ~~the~~major ~~United~~products ~~Stated~~are biology organic fertilizer, organic leaves fertilizer, and organic composite fertilizer. Huanan Xiangyu is located in Huanan county of ~~America~~Heilongjiang province. ~~The~~Huanan ~~consolidated~~Xiangyu ~~financial~~closed ~~statements~~on ~~include~~June 29th, 2006. BSNX sign managing contract with Huanan county and paid 2.2 million RMB (equivalent to $265,492 USD) to obtain the ~~accounts~~operating right of ~~China~~Xiangyu ~~SXAN~~Fertilizer ~~Biotech,~~Company ~~Inc~~of Huanan County (XFH). Using XFH’s plant equipment and ~~its~~other ~~wholly-owned~~related ~~subsidiaries~~intangible assets for 20 years. ~~All~~(XFH ~~inter-company~~had ~~transactions~~transferred ~~and~~the ~~balances~~assets ~~have~~to ~~been~~BSNX ~~eliminated~~when inXFH ~~consolidation~~closed).

~~Cash~~On April 18th, 2007, SNX invested 1.7 million RMB (equivalent to $239,670 USD） to establish Daqing Shennongxing Xiangyu Technology CO., Ltd (DSNX). DSNX’s business scopes are manufacturing complex mixing fertilizer, biology fertilizer, organic fertilizer, and marketing ~~Cash~~microbe fertilizer. ~~Equivalents~~DSNX located in Daqing City, Heilongjiang province.

InHeilongjiang ~~accordance~~Xiangyu ~~with~~Organic ~~Statement~~Fertilizer ofCo. ~~Financial~~Ltd ~~Accounting~~(HSNX) ~~Standards~~was Noestablished on September 15, 2006. 95HSNX’s registered capital was 5.2 million RMB (equivalent to $762,467 ~~"Statement~~USD), ofinvested ~~Cash~~by ~~Flows~~Baoxiang Wang and Baofang Wang," Baofang Wang and Baoxiang Wang’s shares was 60% and 40% respectively. At September 19, 2007, the ~~Company~~shareholders have ~~considers~~changed ~~all~~to ~~highly~~SNX ~~liquid~~organic ~~instruments~~fertilizer ~~with~~Co, ~~original~~Ltd. ~~maturities~~In ofAugust ~~three~~12th ~~months~~2008 orSNX ~~less~~has paid 2,084,232.34 RMB（equivalent to be$304,986）to ~~cash~~Baoxiang Wang, and to ~~cash~~Baofang ~~equivalents~~Wang 3,133,325.75RMB（equivalent to $457,481 USD). On August 25, 2008, HSNX’s business scope is producing complex mixing fertilizer, organic fertilizer. HSNX’s business facility location is in Jiamusi city, Heilongjiang province of China.

~~Inventory~~F7

~~Inventories~~Note ~~are~~2 ~~stated at the lower of cost or net realizable value. Cost is calculated on the weighted~~-~~average~~ ~~basis~~Summary ~~and includes all costs to acquire and other costs incurred in bringing the inventories to their present location and condition. We evaluate the net realizable value~~ of ~~our~~Significant ~~inventories~~Accounting ~~on a regular basis and record a provision for loss to reduce the computed weighted-average cost if it exceeds the net realizable value.~~Policies

~~F-6~~ Principles of consolidation

~~CHINA~~The ~~SXAN~~consolidated ~~BIOTECH~~financial ~~INC~~statements included the accounts of the Company and its wholly-owned subsidiaries, Beijing Shennongxing Technology Co.Ltd, Beijing Shennongxing Wanshouju subsidiary, Beijing Shennongxing Huanan Xiangyu Green Fertilizer Co., Ltd, Daqing Shennongxing Xiangyu Technology Co., Ltd, Heilongjiang Shennongxing Xiangyu Organic Fertilizer Co., Ltd. All significant inter-company balances and transactions have been eliminated in consolidation.

~~Notes~~Use toof ~~Consolidated Financial Statements~~estimates

~~June~~The ~~30,~~preparation ~~2009~~of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and ~~2008~~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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Note~~Revenue ~~2 – Summary of Significant Accounting Policies (continued)~~recognition

~~Property~~The Company’s revenue recognition policies are in compliance with Staff accounting bulletin (SAB) 104. Sales revenue is recognized at the date of shipment to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and ~~Equipment~~collectability is reasonably assured. The Company recognizes revenue net of an allowance for estimated returns, at the time the merchandise is sold or services performed. The allowance for sales returns is estimated based on the Company’s historical experience. Sales taxes are presented on a net basis (excluded from revenues and costs). Payments received before all of the relevant criteria for revenue recognition are satisfied are recorded as unearned revenue.

~~Property~~Foreign ~~and~~currency ~~equipment~~translation ~~are stated at cost~~ and ~~depreciation~~other iscomprehensive provided using the straight-line method between 5 to 10 years, less a base salvage value of 4% of the assets’ stated cost. The carrying value of long-lived assets is evaluated whenever changes in circumstances indicate the carrying amount of such assets may not be recoverable. If necessary, the Company recognizes an impairment loss for the difference between the carrying amount of the assets and their estimated fair value. Fair value is based upon current and anticipated future undiscounted cash flows. Expenditures for maintenance and repairs are charged to operations as incurred; additions, renewals and betterments are capitalized. Based upon its most recent analysis, the Company believes that no impairment of property and equipment exists for the year ended June 30, 2009.income

~~Valuation~~The reporting currency of ~~Long-Lived~~the ~~Assets~~Company is the US dollar. The functional currency of the Company and its subsidiaries is the Chinese Renminbi (RMB).

~~The~~For ~~Company~~the ~~adopted~~subsidiaries ~~Statement~~whose offunctional ~~Financial~~currencies ~~Accounting~~are ~~Standards~~other ~~No.~~than ~~144, "Accounting for~~ the ~~Impairment~~US ordollar, ~~Disposal~~all ofassets ~~Long-Lived~~and ~~Assets"~~liabilities ~~("SFAS~~accounts ~~144"),~~were ~~which~~translated ~~addresses~~at ~~financial~~the ~~accounting~~exchange ~~and~~rate ~~reporting~~on ~~for~~ the ~~impairment~~balance orsheet ~~disposal~~date; ofstockholder's ~~long-lived~~equity ~~assets.~~is ~~Per~~translated ~~SFAS~~at ~~144,~~ the ~~Company~~historical isrates ~~required~~and toitems ~~periodically~~in ~~evaluate~~ the ~~carrying~~statement ~~value~~ of ~~long-lived~~operations ~~assets~~ and tocash ~~record~~flow anstatements ~~impairment loss when indicators of impairment~~ are ~~present~~translated at ~~and~~ the ~~undiscounted~~average ~~cash~~rate ~~flows~~for ~~estimated~~the toyear. beTranslation ~~generated~~adjustments byresulting ~~those~~from ~~assets~~this process are ~~less~~included ~~than~~in ~~the~~accumulated ~~assets'~~other ~~carrying~~comprehensive ~~amounts.~~income Inin ~~that event, a loss is recognized based on~~ the ~~amount~~statement byof ~~which~~shareholders’ ~~the~~equity. The ~~carrying~~resulting ~~amount~~translation ~~exceeds~~gains ~~the~~and ~~fair~~losses ~~market~~that ~~value~~arise offrom ~~the~~exchange ~~long-lived~~rate ~~assets. Loss~~fluctuations on ~~long-lived~~transactions ~~assets~~denominated ~~to be disposed of is determined~~ in a ~~similar manner,~~currency ~~except~~other ~~that~~than ~~fair~~the ~~market~~functional ~~values~~currency are ~~reduced~~included ~~for~~in the ~~cost~~results of ~~disposal. Based~~operations onas ~~its~~incurred. ~~review,~~Accumulated ~~the~~other ~~Company~~comprehensive isloss ofin the ~~opinion~~consolidated ~~that~~statement as of ~~June~~shareholders’ equity 30are（$62,685) ~~2009~~and ~~there~~($60,151) ~~were~~as ~~no significant impairments~~ of ~~its~~March ~~long-lived assets.~~31, ~~Intangible~~2010 ~~Assets Intangible~~and ~~assets~~2009, ~~are~~respectively. The ~~carried~~average attranslation ~~cost,~~rates ~~less~~applied ~~related~~to ~~accumulated~~income ~~amortization.~~and ~~Intangible~~cash ~~assets~~flows ~~consist~~statement offor ~~“Rights~~the toyears ~~use~~ended ~~land”~~March ~~for~~30, 2010 50and ~~years~~2009 ~~and~~were ~~therefore~~at ~~amortized~~RMB ~~over~~6.83610 50to ~~years~~$1 ~~based~~and RMB on6.88052 ~~straight-line~~to ~~method~~$1, respectively.

~~Revenue Recognition~~F8

~~The~~Fair ~~Company~~value ~~recognizes revenue at the date~~ of ~~shipment~~financial to customers when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the company exist and collectibility is reasonably assured.instruments

~~Advertising~~The ~~Costs~~carrying amounts of the Company's financial instruments (including accounts receivable and payable, payables to related parties and bank loan) approximate fair value due to the relatively short period to maturity of these instruments.

~~The~~Risks ~~Company expenses the cost~~ of ~~advertising as incurred. Advertising costs for the years ended June 30, 2009 and 2008 were insignificant.~~losses

~~Income~~ The ~~Taxes~~Company is potentially exposed to risks of losses that may result from business interruptions, injury to others (including employees) and damage to property. These losses may be uninsured, especially due to the fact that the Company’s operations are in China, where business insurance is not readily available. If: (i) information is available before the Company’s financial statements are issued or are available to be issued indicates that such loss is probable and (ii) the amount of the loss can be reasonably estimated, an estimated loss will be accrued by a charge to income. If such loss is probable but the amount of loss cannot be reasonably estimated, the loss shall be charged to the income of the period in which the loss can be reasonably estimated and shall not be charged retroactively to an earlier period. As of March 31, 2010 and 2009, the Company has not experienced any uninsured losses from injury to others or other losses.

~~Deferred~~Subsequent income taxes are computed using the asset and liability method, such that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between financial reporting amounts and the tax basis of existing assets and liabilities based on currently enacted tax laws and tax rates in effect in the People’s Republic of China for the periods in which the differences are expected to reverse. Income tax expense is the tax payable for the period plus the change during the period in deferred income taxes. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. No differences were noted between the book and tax bases of the Company’s assets and liabilities, respectively. Therefore, there are no deferred tax assets or liabilities for the year ended June 30, 2009.events

The Company ishas ~~subject~~evaluated tosubsequent ~~PRC~~events ~~Enterprise~~that ~~Income~~have ~~Tax~~occurred atthrough athe ~~rate~~date of ~~15%~~this offinancial ~~net~~statement ~~income~~issuance. ~~Given~~ ~~that~~On ~~the~~April ~~Company~~7, is2010, ~~doing~~China ~~business~~SXAN inBiotech, ~~the~~Inc. ~~husbandry~~has ~~industry,~~filed ~~the~~its ~~Company~~Certificate isof ~~allowed~~Amendment to ~~delay~~Article ~~paying~~of ~~income~~incorporation ~~taxes~~with ~~until~~State ~~September~~of ~~30,~~Nevada ~~2007. The~~to ~~Company~~change ~~has~~its ~~been~~name ~~accruing~~to ~~income~~China ~~tax~~Organic ~~since~~Fertilizer, ~~its~~Inc. ~~inception~~and to reverse stock split.

~~F-7~~ Cash and concentration of risk

~~CHINA~~The ~~SXAN~~Company ~~BIOTECH~~considers ~~INC~~all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents for cash flow statement purposes. Cash includes cash on hand and demand deposits in accounts maintained with state owned banks within the PRC.

~~Notes~~Certain financial instruments, which subject to ~~Consolidated~~concentration ~~Financial~~of ~~Statements~~credit risk, consist of cash. balances at financial institutions or state owned banks within the PRC are not covered by insurance. As of March 31, 2010 and 2009, the Company had deposits totaling $138,345 and $14,504 that are not covered by insurance, respectively. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

~~June~~The 30Company's operations are carried out in the PRC. Accordingly, ~~2009~~the Company's business, financial condition and ~~2008~~results of operations may be influenced by the political, economic and legal environments in the US and China, and by the general state of China's economy. The Company's operations in China are subject to specific considerations and significant risks not typically associated with companies in the North America. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company's results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

~~Note 2 – Summary of Significant Accounting Policies (continued)~~F9

~~Fair~~Accounts ~~Value~~receivables ofand ~~Financial~~allowance ~~Instruments~~for doubtful accounts

~~The~~Management ~~carrying~~regularly ~~amounts~~reviews aging of the ~~Company’s~~receivables ~~financial~~and ~~instruments,~~changes ~~which~~in ~~include~~payment ~~cash~~trends ~~and~~by ~~cash~~its ~~equivalents~~customers, ~~investment~~and ~~securities,~~records ~~accounts~~a ~~receivable,~~reserve ~~accounts~~when ~~payable,~~they ~~accrued~~believe ~~expenses~~collection ~~and~~of ~~other~~amounts ~~obligations,~~due ~~approximate~~are ~~their~~at ~~fair~~risk. ~~value~~Accounts ~~due~~considered touncollectible ~~the~~are ~~short-term~~written ~~maturities~~off. The Company had trade accounts receivable of ~~the~~$70,017 and$290,217 ~~related~~as ~~instruments~~of March 31, 2010 and 2009, respectively.

~~Foreign Currency Translation and Transactions~~Inventories

~~The~~Inventories ~~financial~~are ~~position~~stated ~~and~~at ~~results~~the oflower ~~operations~~ of ~~the~~cost ~~Company’s~~or ~~foreign~~market. ~~subsidiaries~~Cost ~~are~~is determined ~~using~~on ~~local~~a ~~currency~~weighted ~~(Chinese~~average ~~Yuan) as the functional currency~~method. ~~Assets~~ ~~and~~Cost ~~liabilities~~ of ~~the~~work ~~subsidiaries~~in ~~are~~progress ~~translated~~and atfinished ~~the~~goods ~~prevailing~~comprises ~~exchange~~direct ~~rate~~material, indirect ~~effect~~production atcost ~~each~~and ~~year~~an ~~end. Contributed~~allocated ~~capital~~portion ~~accounts are translated using the historical rate~~ of ~~exchange~~production ~~when capital is injected~~overheads. ~~Income~~ ~~statement~~Management ~~accounts~~compares ~~are translated at~~ the ~~average~~cost ~~rate~~ of ~~exchange~~inventory ~~during~~with the ~~year. Translation~~market ~~adjustments~~value ~~arising~~and ~~from~~an allowance ~~the~~is ~~use~~made offor ~~different~~writing ~~exchange~~down ~~rates~~the ~~from~~inventory ~~period~~ to ~~period~~its ~~are~~market ~~included~~value, inif ~~the cumulative translation adjustment account in shareholders' equity~~lower. ~~Gains and losses resulting from foreign currency transactions are included in operations.~~

~~Use~~Although historically an immaterial concern due to the high inventory turnover in the Chinese organic fertilizer industry, the Company reviews its invertory regularly for possible obsolescence. The Company recorded no reserves for inventory obsolescence as of ~~Estimates~~March 31, 2010 and 2009.

~~The~~Property, ~~preparation~~Plant ~~of financial statements in conformity with GAAP requires management to make estimates~~ and ~~assumptions that affect the reported amounts of assets~~equipment, ~~liabilities, revenues, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from those estimates.~~net

~~Comprehensive~~Property ~~Income~~, (plant and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; while additions, renewals and betterments are capitalized. When the property and equipment is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss) is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives as follows:

The Company has adopted SFAS No. 130, Reporting Comprehensive Income, which establishes rules for the reporting and display of comprehensive income, its components and accumulated balances. SFAS No. 130 defines comprehensive income (loss) to include all changes in equity, including adjustments to minimum pension liabilities, accumulated foreign currency translation, and unrealized gains or losses on available-for-sale marketable securities, except those resulting from investments by owners and distributions to owners.

	Estimated Useful Life
Building	30-40 years
Machinery and equipment	10-20 years
Other equipment	5 years
Vehicles	5-7 years

~~Earnings~~Construction ~~Per~~in ~~Share~~progress

InConstruction ~~accordance~~in ~~with~~progress ~~SFAS~~represents ~~No.~~buildings ~~128, “Computation of Earnings Per Share” (“SFAS No. 128”)~~ and ~~EITF~~machinery ~~No. 03-6, “Participating Securities and the Two-Class Method~~ under ~~FASB Statement No. 128” (“EITF No. 03-6”)~~construction,~~basic~~ ~~earnings~~which ~~per share~~ is ~~computed~~stated byat ~~dividing~~cost ~~net~~and ~~income~~is ~~attributable~~not todepreciated. ~~ordinary shareholders~~Cost bycomprises the ~~weighted~~direct ~~average~~costs ~~number~~ of ~~ordinary shares outstanding during the year~~construction. ~~The~~Construction ~~Company’s~~in ~~Series~~progress ~~A redeemable convertible preferred shares are participating securities. Diluted earnings per share~~ is ~~calculated~~reclassified ~~by dividing net income attributable~~ to ~~ordinary shareholders as adjusted for~~ the ~~effect~~appropriate category of ~~dilutive ordinary equivalent shares~~property, ifplant ~~any, by the weighted average number of ordinary~~ and ~~dilutive~~equipment ~~ordinary~~when ~~equivalent~~completed ~~shares outstanding during the year. Ordinary equivalent shares consist of the ordinary shares issuable upon the conversion of the convertible preferred shares (using the if-converted method)~~ and ~~ordinary~~ready ~~shares~~for ~~issuable upon the exercise of outstanding share options (using the treasury stock method)~~use.

~~Recent Accounting Pronouncements~~F10

In April 2009, FASB Staff Position (FSP) No. FSP 107-1 and APB 28-1 was issued to amend SFAS No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods as well as for annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. FSP 107-1 and APB 28-1 are effective for interim reporting periods ending after June 15, 2009. Adoption of this guidance is not expected to have a material impact on our consolidated financial statements.Intangibles

FGoodwill and other intangible assets are accounted for in accordance with the FASB of ASC 350, “Goodwill and Other Intangible Assets.” Under ASC 350, goodwill, including any goodwill included in the carrying value of investments accounted for using the equity method of accounting, and certain other intangible assets deemed to have indefinite useful lives are not amortized. Rather, goodwill and such indefinite-8 lived intangible assets are assessed for impairment at least annually based on comparisons of their respective fair values to their carrying values.

~~CHINA~~Impairment ~~SXAN~~of ~~BIOTECH~~long ~~INC.~~ lived assets

~~Notes~~Finite-lived tointangible ~~Consolidated~~assets ~~Financial~~are ~~Statements~~amortized over their respective useful lives and, along with other long-lived assets, are evaluated for impairment periodically whenever events or changes in circumstances indicate that their related carrying amounts may not be recoverable in accordance with ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

~~June~~In 30evaluating long-lived assets for recoverability, ~~2009~~including finite-lived intangibles and ~~2008~~property and equipment, the Company uses its best estimate of future cash flows expected to result from the use of the asset and eventual disposition in accordance with ASC 360. To the extent that estimated future undiscounted net cash flows attributable to the asset are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value. Assets to be disposed of and for which there is a committed plan of disposal, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell.

~~Note~~Long-lived 2assets, –which ~~Summary~~include property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of ~~Significant~~an ~~Accounting~~asset ~~Policies~~may ~~(continued)~~not be recoverable.

~~Recent~~Income ~~Accounting Pronouncements (continued)~~taxes

InThe ~~April~~Company ~~2009,~~utilizes ~~FSP~~ASC ~~157-4~~740, ~~Determining~~“Accounting ~~Fair~~for ~~Value~~Income ~~When~~Taxes,” ~~the~~which ~~Volume~~requires ~~and~~the ~~Level~~recognition of ~~Activity~~deferred ~~for~~tax ~~the~~assets ~~Asset~~and orliabilities ~~Liability~~for ~~Have~~the ~~Significantly~~expected ~~Decreased~~future ~~and~~tax ~~Identifying~~consequences ~~Transactions~~of ~~That~~events ~~Are~~that ~~Not~~have ~~Orderly,~~been ~~was~~included ~~issued~~in tothe ~~provide~~financial ~~additional~~statements ~~guidance~~or ~~for~~tax ~~estimating~~returns. ~~fair~~Under ~~value~~this inmethod, ~~accordance with~~deferred ~~SFAS~~income ~~No. 157,~~taxes ~~Fair~~are ~~Value~~recognized for ~~Measurements,~~the ~~when~~tax ~~the~~consequences ~~volume~~in ~~and~~future ~~level~~years of ~~activity~~differences ~~for~~between the ~~asset~~tax orbases ~~liability~~of ~~have~~assets ~~significantly~~and ~~decreased.~~liabilities ~~This~~and ~~FSP~~their ~~also~~financial ~~provides~~reporting ~~guidance~~amounts onat ~~identifying~~each ~~circumstances~~period ~~which~~end ~~indicate~~based ~~that~~on aenacted ~~transaction~~tax islaws ~~not~~and ~~orderly.~~statutory ~~FSP~~tax ~~157-4~~rates isapplicable ~~effective~~to ~~for~~the ~~interim and annual reporting~~ periods ~~ending~~in ~~after~~which ~~June~~the ~~15,~~differences ~~2009,~~are ~~and~~expected ~~shall~~to beaffect ~~applied prospectively~~taxable income. ~~Adoption~~Valuation ofallowances ~~this~~are ~~guidance~~established, iswhen ~~not~~necessary, ~~expected~~ to ~~have~~reduce adeferred ~~material~~tax ~~impact~~assets onto ~~our~~the ~~consolidated~~amount ~~financial~~expected ~~statements~~to be realized.

~~In October 2008, the FASB issued FSP 157-3, Determining Fair~~ Value ofAdded aTax ~~Financial Asset in a Market That Is Not Active~~ (~~“FSP 157-3”~~VAT). FSP 157-3 clarifies the application of Statement of Financial Accounting Standards No. 157, Fair Value Measurements, in an inactive market. It demonstrates how the fair value of a financial asset is determined when the market for that financial asset is inactive. FSP 157-3 was effective upon issuance, including prior periods for which financial statements had not been issued. The Company’s implementation of this standard did not impact its consolidated results of operations or financial condition.

InSales ~~September~~revenue ~~2008,~~represents the ~~FASB~~invoiced ~~issued~~value ~~FSP~~of ~~FAS 133-1 and FIN 45-4~~goods, ~~Disclosures~~net ~~about Credit Derivatives and Certain Guarantees, an Amendment~~ of ~~FASB~~a ~~Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161 (“FSP FAS 133~~value-1added ~~and~~tax ~~FIN 45-4”~~(VAT). All ~~FSP FAS133-1 and FIN 45-4 amends Statement~~ of ~~Financial~~the ~~Accounting~~Company’s ~~Standards~~Organic ~~No.~~fertilizers ~~133, Accounting for Derivative Instruments~~ and ~~Hedging Activities~~bio-fertilizers ~~(“SFAS~~that ~~133”),~~are tosold ~~require disclosures by sellers of credit derivatives, including credit derivatives embedded~~ in ~~hybrid~~the ~~instruments.~~PRC ~~FSP~~are ~~FAS~~subject ~~133-1~~to ~~and~~a ~~FIN~~Chinese 45value-4added ~~also~~tax ~~amend~~at ~~FASB~~a ~~Interpretation~~rate ~~No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees~~ of ~~Indebtedness~~ ~~to Others (“FIN 45”), to require additional disclosure about the current status of the payment/performance~~13% ~~risk~~or of17% ~~a guarantee. The provisions~~ of the ~~FSP~~gross ~~that~~sales ~~amend~~price, ~~SFAS~~respectively. This ~~133~~VAT ~~and~~may ~~FIN~~be 45offset ~~are~~by ~~effective for~~VAT ~~reporting~~paid ~~periods~~by ~~ending~~the ~~after~~Company ~~November~~on ~~15,~~raw ~~2008.~~materials ~~FSP FAS 133-1~~ and ~~FIN~~other ~~45-4~~materials ~~also~~included ~~clarifies~~in the ~~effective~~cost ~~date in Statement~~ of ~~Financial~~producing ~~Accounting~~their ~~Standards~~finished Noproducts. The ~~161,~~Company ~~Disclosures~~recorded ~~about~~VAT ~~Derivative~~payable ~~Instruments~~ and ~~Hedging Activities (“SFAS~~VAT ~~161”).~~receivable ~~Disclosures~~net ~~required~~of bypayments ~~SFAS~~in ~~161~~the ~~are~~consolidated ~~effective for~~ financial statements ~~issued for fiscal years and interim periods beginning after November 15, 2008~~. The ~~Company’s~~VAT ~~adoption~~tax ofreturn ~~FSP~~is ~~FAS~~filed ~~133-1~~to ~~and~~offset ~~FIN 45-4~~the onpayables ~~January~~against 1,the ~~2009, will not impact its consolidated results of operations or financial condition~~receivables.

~~Reclassification~~F11

~~Certain~~Recently ~~amounts~~issued asaccounting ~~of June 30, 2008 were reclassified for comparative presentation purposes.~~pronouncements

~~Note 3~~In –January ~~Going~~2010, ~~Concern~~FASB ~~And~~issued ~~Management's~~ASU ~~Plan The~~No. ~~Company’s~~2010-01- ~~management~~Accounting ~~resolved~~for Distributions to ~~temporarily~~Shareholders ~~halt~~with ~~operations~~Components of Stock and ~~formed~~Cash. anThe ~~exploratory~~amendments ~~committee to~~in ~~evaluate~~this Update clarify that the ~~possibility~~stock portion of ~~utilizing~~a ~~the~~distribution ~~current~~to ~~production lines~~shareholders ~~and~~that ~~inventories toward~~allows ~~the~~them ~~manufacture~~to ~~and~~elect ~~distribution~~to ~~of other~~receive ~~frog~~cash ~~related~~or ~~products.~~stock with ~~During~~a potential limitation on the ~~fiscal~~total ~~year~~amount ~~ended~~of ~~June~~cash ~~30,~~that ~~2009,~~all ~~the~~shareholders ~~Company~~can ~~generated~~elect ~~only~~to ~~$60,575~~receive ofin ~~revenue,~~the aggregate is considered a ~~99%~~share ~~decrease~~issuance asthat ~~compared~~is toreflected ~~the~~in ~~fiscal~~EPS ~~year~~prospectively ~~ended~~and ~~June~~is ~~30,~~not ~~2008.~~a ~~Management~~stock ~~believes~~dividend ~~the~~for ~~Company~~purposes ~~will~~of ~~continue~~applying toTopics ~~incur~~505 ~~losses~~and ~~unless~~260 ~~they revive~~(Equity ~~their~~and ~~marketing~~Earnings ~~operations~~Per Share). The ~~Company’s~~amendments ~~management~~in ~~intends~~this toupdate ~~pursue~~are aeffective ~~variety~~for ofinterim ~~sources~~and ~~for~~annual ~~the~~periods ~~funds~~ending ~~required~~on ~~for~~or ~~potential~~after ~~capital~~December ~~investments~~15, ~~offering~~2009, ~~both debt~~ and ~~equity. At~~should ~~the~~be ~~present~~applied ~~time,~~on ~~however,~~a noretrospective ~~commitment~~basis. ~~for~~The ~~funds~~adoption ~~has~~of ~~been~~this ~~received~~ASU did ~~from~~not have ~~any~~a ~~source.~~ material impact on its consolidated financial statements.

~~Note 4~~In January 2010, FASB issued ASU No. 2010-02 – ~~Other~~Accounting ~~Receivables~~and Reporting for Decreases in Ownership of a Subsidiary – a Scope Clarification. The amendments in this Update affect accounting and reporting by an entity that experiences a decrease in ownership in a subsidiary that is a business or nonprofit activity. The amendments also affect accounting and reporting by an entity that exchanges a group of assets that constitutes a business or nonprofit activity for anequity interest in another entity. The amendments in this update are effective beginning in the period that an entity adopts SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51.” If an entity has previously adopted SFAS No. 160 as of the date the amendments in this update are included in the Accounting Standards Codification, the amendments in this update are effective beginning in the first interim or annual reporting period ending on or after December 15, 2009. The amendments in this update should be applied retrospectively to the first period that an entity adopted SFAS No. 160. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

~~Other~~In ~~receivables~~January ~~represent~~2010, ~~advances~~FASB ~~made~~issued ASU No. 2010-06 – Improving Disclosures about Fair Value Measurements. This update provides amendments to ~~third~~Subtopic ~~parties~~820-10 that requires new disclosure as follows: 1) Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for ~~non-operating~~the ~~purposes~~transfers. ~~They~~ ~~are~~2) ~~unsecured~~Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and ~~non~~settlements (that is, on a gross basis rather than as one net number). This update provides amendments to Subtopic 820-~~interest~~10 ~~bearing~~that clarifies existing disclosures as follows: 1) Level of disaggregation. ~~Management~~ A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the ~~opinion~~statement ~~that~~of financial position. A reporting entity needs to use judgment in determining the ~~reported~~appropriate ~~amounts~~classes ~~will~~of beassets ~~fully~~and ~~collected~~liabilities. 2) Disclosures about inputs and ~~therefore~~valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, no2009, ~~allowance~~except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. These disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The Company is ~~deemed~~currently ~~necessary~~evaluating the impact of this ASU, however, the Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements.

~~Note 5~~In February 2010, FASB issued ASU No. 2010-9 Subsequent Events (Topic 855) –Amendments ~~Inventory~~to Certain Recognition and Disclosure Requirements. This update addresses certain implementation issues related to an entity’s requirement to perform and disclose subsequent-events procedures, removes the requirement that public companies disclose the date of their financial statements in both issued and revised financial statements. According to

~~Inventory~~the atFASB, ~~June~~the 30revised statements include those that have been changed to correct an error or conform to a retrospective application of U.S. GAAP. The amendments were effective upon issuance of the update, ~~2009~~except ~~and~~for ~~2008~~the ~~consisted~~use of the ~~following:~~issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

	June 30, 2009		June 30, 2008
Food for frogs	$	-	$	28,049
Food for pigs		39,829		29,541
Frogs in process		-		305,259
Pigs in process		287,017		278,499
Packaging supplies		8,918		-
Finished goods		-		1,434,668
Total	$	335,764	$	2,076,016

F12

~~Note 6~~In March 2010, FASB issued ASU No. 2010-10 –Amendments ~~Advance~~for ~~Payments~~Certain Investment Funds. This update defers the effective date of the amendments to the consolidation requirements made by FASB Statement 167 to a reporting entity’s interest in certain types of entities. The deferral will mainly impact the evaluation of reporting enterprises’ interests in mutual funds, private equity funds, hedge funds, real estate investment entities that measure their investment at fair value, real estate investment trusts, and venture capital funds. The ASU also clarifies guidance in Statement 167 that addresses whether fee arrangements represent a variable interest for all service providers and decision makers. The ASU is effective for interim and annual reporting periods in fiscal year beginning after November 15, 2009. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

AsIn aMarch ~~common~~2010, ~~business~~FASB ~~practice~~issued inASU ~~China,~~No. ~~the~~2010-11 ~~Company~~–Scope isException ~~required~~Related to ~~make~~Embedded ~~advance~~Credit ~~payments~~Derivatives. Embedded credit-derivative features related only to ~~certain~~the ~~suppliers~~transfer ~~for~~of ~~purchase~~credit risk in the form of ~~raw~~subordination ~~material~~of one financial instrument to another are not subject to potential bifurcation and separate accounting as clarified by recently issued FASB guidance. ~~Such~~Other ~~advances~~embedded credit-derivative features are ~~interest~~required to be analyzed to determine whether they must be accounted for separately. This update provides guidance on whether embedded credit-~~free~~derivative features in financial instruments issued by structures such as collateralized debt obligations (CDOs) and ~~unsecured~~synthetic CDOs are subject to bifurcation and separate accounting. The guidance is effective at the beginning of a company’s first fiscal quarter beginning after June 15, 2010. The Company does not expect the adoption of this ASU to have a material impact on the Company’s consolidated financial statements.

~~F-9~~ Note 3 – Other Receivables

~~CHINA~~ Other ~~SXAN~~receivables ~~BIOTECH~~consist ~~INC.~~of rent deposit, telephone deposit, employees advances and among others, other receivable as of March 31, 2010 and 2009 is $648,170 and $138,189, respectively. The receivables are interest free and unsecured.

~~Notes~~Note to4 ~~Consolidated~~– ~~Financial Statements~~Inventories

~~June~~Inventories 30as of March 31, ~~2009~~2010 and 2009 ~~2008~~consist of the following:

Note 7 – Property and Equipment, Net

	March 31, 2010		March 31, 2009
Raw materials	$	29,286	$	35,755
Work in process		21,568		78,142
Finished goods		390,017		70,692

Totals	$	440,871	$	184,589

~~Property and equipment at June 30, 2009 and 2008 consisted of the following:~~F13

	June 30, 2009		June 30, 2008
Buildings	$	1,234,117	$	1,234,117
Equipment		254,444		254,444
Breeding livestock		5,688		1,223
Construction in progress		21,786		9,705
		1,516,035		1,499,489
Less: accumulated depreciation		1,054,402		804,326
Total	$	461,633	$	695,163

Note 5 – Property and equipment

~~Depreciation~~Property ~~expense~~and ~~for~~equipment ~~the~~at ~~years~~March ~~ended June 30~~31, ~~2009~~2010 and 2009 ~~2008~~consist of ~~was~~the ~~$246,769 and $246,343, respectively.~~following:

Note 8 – Intangible Assets, Net - Rights To Use Land

	2010		2009
Buildings	$	198,201	$	168,660
Machinery and equipment		962,949		1,286,834
Vehicle		46,666		45,059
Office Equipment		48,199		-
Construction in Process		736,279		657,111
Sub- Totals		1,992,294		2,157,664
Less accumulated depreciation		-235,437		-221,715
Totals	$	1,756,857	$	1,935,949

~~Net~~Depreciation ~~intangible~~expense ~~assets~~for atthe ~~June~~years 30ended March 31, ~~2009~~2010 and 2009 ~~2008~~amounted ~~consisted~~to of$123,099 ~~the~~and ~~following:~~$221,715, respectively.

	June 30, 2009			June 30, 2008
Rights to use land	$	4,726,603		$	4,707,245
Less: accumulated amortization		(288,195	)		(192,198	)
Total	$	4,438,408		$	4,515,047

Note 6 – Intangibles

~~The~~Intangibles ~~Company's~~assets ~~office~~at ~~and~~March ~~production~~31, ~~sites~~2010 ~~are located in Tieli City~~ and ~~Jiamusi~~2009 consist ~~City, Heilongjiang Province, PRC. The Company leases land per a real estate contract with the government~~ of the ~~People's Republic of China for a period from 2003 through 2057. Per the People's Republic of China's governmental regulations, the Government owns all land.~~following:

The Company has recognized the amounts paid by a shareholder for the acquisition of rights to use land as an intangible asset (“Rights to use land”) and a non-cash capital contribution. The Company is amortizing the asset over a period of fifty (50) years.

	2010		2009
Trade mark	$	134,913	$	134,729
Land use right		322,740		322,300
Total intangible assets		457,653		457,029
Less: Accumulated amortization		-		-
Net value of intangible assets	$	457,653	$	457,029

~~Amortization~~As ~~expense~~of ~~for~~March,31, 2010 and 2009, the ~~Company’s~~land ~~intangible~~of ~~assets~~subsidiary ~~for~~of Beijing ShenNongXing Technology company and the ~~years~~trade mark ~~ended~~of ~~June~~XiangYu ~~30,~~subsidiary ~~2009~~of ~~and~~Beijing ~~2008~~ShenNongXing ~~amounted~~Technology tocompany ~~$95,208~~haven’t ~~and~~been ~~$93~~utilized. Therefore,~~998,~~ ~~respectively~~the Company has not taken the amortization for those assets.

~~The following is a list of approximate amortization expense for the Company’s intangible assets over their useful lives:~~F14

2010	$	95,208
2011		95,208
2012		95,208
2013		95,208
2014 and thereafter		4,057,576
Total	$	4,438,408

Note 7 - Advances to suppliers

~~Note 9~~Advances –to ~~Accounts~~suppliers ~~Payable~~are monies deposited or advanced to outside vendors for future inventory purchases. Most of Company’s vendors require a certain amount of money to be deposited with them as a guarantee that the Company will receive their purchase on a timely basis. As of March 31, 2010 and ~~Accrued~~2009, advances ~~Expenses~~to suppliers is $17,604 and $0, respectively.

~~The~~Notes ~~carrying~~8 ~~value~~– ofAccounts ~~accounts~~ payable ~~and accrued expenses approximate fair value due to the short-term nature of the obligations.~~

~~Note~~The ~~10–~~Company ~~Due~~has accounts payable related to ~~Stockholders~~the purchase of inventory. This amount represents the accounts payable by the Company to the suppliers of $658,224 and $44,406 as of March 31, 2010 and 2009, respectively.

~~Loans~~Note ~~from~~9 ~~stockholders~~–Other ~~are~~current ~~short-term in nature, unsecured and non-interest bearing.~~liabilities

~~F-10~~ Other current liabilities consist of the following:

CHINA SXAN BIOTECH INC.

	2010		2009
Other payables	$	564,151	$	589,367
Accrued expenses		300,371		144,702
Total	$	864,522 $		734,069

~~Notes~~Note to10- ~~Consolidated~~Loan ~~Financial~~from ~~Statements~~shareholder

~~June~~As 30of March 31, 2010 and 2009, the amount of the loan from shareholders was $1,882,656 and ~~2008~~$1,700,523. It is an interest free loan and payable on demand.

Note 11– ~~Supplemental~~- ~~Cash~~Income ~~Flow Disclosures~~taxes

~~Cash~~Under ~~paid~~the ~~for~~existing ~~interest~~Income ~~was $293~~Tax ~~and~~Laws ~~$618~~of ~~for~~the PRC, the ~~years~~Company ~~ended~~is ~~June~~generally subject to an income tax at an effective rate of 33% (30,% ~~2009~~national ~~and~~income ~~2008~~taxes plus 3% local income taxes) on taxable income, ~~respectively.~~which ~~Cash~~is ~~paid~~based ~~for~~on the net income reported in the statutory financial statements after appropriate tax ~~was~~adjustments. The $0statutory rate has been changed to 25%, effective January 1, 2008. The Company has not paid any income taxes for the past years. ~~ended~~It ~~June~~was ~~30,~~due ~~2009~~to ~~and~~the ~~2008~~loss of prior years.

~~Note 12 – Earnings (Loss) Per Share~~F15

~~The~~Note ~~Company~~12- ~~presents~~Earnings earnings per share on a basic and diluted basis. Basic earnings per share have been computed by dividing net earnings by the weighted average number of common shares outstanding. Diluted earnings per share have been computed by dividing net earnings plus convertible preferred dividends and interest expense (~~after-tax~~loss) on convertible debt by the weighted average number of common shares outstanding including the dilutive effect of equity securities. The weighted average number of common shares calculated for diluted EPS excludes the potential common stock that would be exercised under the options and warrants granted to officers because the inclusion of the potential shares from these options and warrants would cause an anti-dilutive effect by increasing the net earnings per share~~. On September 4, 2007, the Company effectuated a 1 for 51 reverse stock splits of the Company’s common stock.~~

	June 30, 2009			June 30, 2008
Net income (loss)	$	(6,652,453	)	$	2,809,436
Weighted average common shares		19,573,577			16,299,664
Effect of diluted securities		-			515,126
Weighted average common shares		19,573,577			16,814,790
Basic earnings (loss) per share	$	(0.34	)	$	0.17
Diluted earnings (loss) per share	$	(0.34	)	$	0.17

Basic earnings (loss) per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There are 419,696,014 common stock equivalents available in the computation of earnings (loss) per share at March 31, 2010 and 2009.

Note 13 –-Concentration ~~Stockholders'~~of ~~Equity~~credit risk

OnFinancial ~~July~~instruments ~~10,~~that ~~2007,~~potentially ~~Advance~~subject ~~Technologies acquired 100% of~~ the ~~outstanding~~Company ~~capital~~to ~~stock~~significant concentrations of ~~American~~credit ~~SXAN~~risk inconsist aof ~~reverse~~cash ~~merger~~and ~~transaction~~cash equivalents. ~~Upon~~As ~~completion~~ of ~~the~~March ~~reverse merger~~31, ~~the~~2010 ~~Company~~and ~~had 96~~2009,~~671,199~~ ~~shares~~substantially all of ~~common~~the ~~stock~~Company’s ~~issued~~cash and ~~outstanding.~~cash Inequivalents ~~addition, there~~ were ~~27,011,477~~held ~~shares~~by ofmajor ~~Series~~banks Alocated ~~Non-voting~~in ~~Preferred~~the ~~Stock,~~PRC ~~each of~~ which ~~was~~the ~~convertible~~Company’s ~~into~~management believes ~~one~~are ~~share~~ of ~~common~~high ~~stock~~credit quality. ~~There~~With ~~were~~respect ~~also~~to ~~100~~accounts receivable,~~000~~ ~~shares~~the ofCompany ~~Series~~extends Bcredit ~~Preferred~~based ~~Stock~~on ~~issued~~an evaluation of the customer’s financial condition and ~~outstanding,~~customer ~~which~~payment ~~were~~practices ~~convertible~~to ~~into~~minimize ~~900,000,000~~collection ~~shares~~risk ofon ~~common~~account ~~stock~~receivable.

OnThere ~~September~~were 4,two ~~2007,~~vendors ~~Advance~~who ~~Technologies~~accounted ~~changed its name to China SXAN Biotech, Inc and effectuated a 1~~ for 5148% ~~reverse~~of ~~stock~~the ~~split~~Company’s oftotal ~~its~~raw ~~outstanding~~material ~~common~~purchases ~~stock~~during (the ~~“Reverse~~year ~~Split”).~~ended ~~The~~March ~~Reverse~~31, ~~Split~~2010. ~~did~~One ~~not~~vendor ~~alter~~who ~~the~~account ~~number~~for of100% ~~shares~~ of ~~common stock~~ the ~~Company~~total ~~was~~raw ~~authorized~~material topurchase ~~issue,~~during ~~but rather simply reduced~~ the ~~number of~~year ~~shares~~ended ofMarch ~~its~~31, ~~common stock issued and outstanding~~2009.

~~Note~~The 14Company -had ~~Employee~~one ~~Welfare~~major ~~Plan~~ customer who accounted for. 42 % and 79% of the total sales for the years ended March 31, 2010 and 2009, respectively. Accounts receivable from these customers at the years ended March 31, 2010 and 2009, is $29,787 and $ 214,725, respectively.

The Company has established an employee welfare plan in accordance with Chinese laws and regulations. Full-time employees of the Group in the PRC participate in a government-mandated multi-employer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance and other welfare benefits are provided to employees. PRC labor regulations require the Group to accrue for these benefits based on a certain percentage of the employees’ salaries.F16

~~Note~~ITEM 159. CHANGES –IN ~~Statutory~~AND ~~Reserve~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Under~~Not ~~PRC law, our subsidiaries in PRC are required to set aside 10% of its net income each year to fund a designated statutory reserve fund until such funds reach 50% of registered share capital~~applicable. ~~These reserves are not distributable as cash dividends. The statutory reserve balance as of June 30, 2009 and 2008 was $378,782.~~

~~Note~~ITEM 169A. CONTROLS -AND ~~Risk Factors~~ PROCEDURES.

For the fiscal year ended June 30, 2009, one customer accounted for approximately 62% of the Company’s total sales. Sales to this customer amounted to $37,797. For the fiscal year ended June 30, 2008, five customers accounted for approximately 70% of the Company’s total sales. Sales to these customers amounted to approximately $8,811,000.

The Company's operations are carried out in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC as well as by the general state of the PRC’s economy. The Company's business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

Note 17 - Concentrations of Credit Risk

Financial instruments which potentially subject the Company to credit risk consist principally of cash on deposit with a financial institution of $5,204 as of June 30, 2009.

Note 18 - Subsequent Events

Not applicable

F - 11

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not Applicable

ITEM 9A. Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

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

(b) Changes in internal controls.

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

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. We have assessed the effectiveness of those internal controls as of ~~June~~ 30March 31, ~~2009~~2010, using the Committee of Sponsoring Organizations of of the Treadway Commission (“COSO”) Internal Control – Integrated Framework as a basis for our assessment.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

-A 9material -weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects the Company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of the Company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified one material weakness in our internal control over financial reporting. This material weakness consisted of:

A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects the Company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of the Company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified three material weaknesses in our internal control over financial reporting. These material weaknesses consisted of:35

~~a. Inadequate~~Lack ~~staffing and supervision within the accounting operations~~ of ~~our~~expertise ~~company~~in U. ~~The~~S ~~relatively small number of employees who are responsible for~~ accounting ~~functions~~principles ~~prevents~~among usthe ~~from~~personnel ~~segregating~~in ~~duties within~~ our ~~internal~~Chinese ~~control system~~headquarters. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.

~~b. Lack of expertise in U.S accounting principles among the personnel in our Chinese headquarters.~~ Our books are maintained and our financial statements are prepared by the personnel employed at our executive offices in Beijing in the People’s Republic of China. ~~None~~ Few of our employees ~~has~~have ~~substantial~~ experience or familiarity with U.S accounting principles. The lack of personnel in our ~~China~~headquarter office who are trained in U.S. accounting principles is a weakness because it could lead to improper classification of items and other failures to make the entries and adjustments necessary to comply with U.S. GAAP.

Management is currently reviewing its staffing and their training in order to remedy the weaknesses identified in this assessment. To date, we are not aware of significant accounting problems resulting from these weaknesses; so we have to weigh the cost of improvement against the benefit of strengthened controls. However, ~~because~~ because of the above conditions, management’s assessment is that the Company’s internal controls over financial reporting were not effective as of ~~June~~March 3031, ~~2009~~2010.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

~~Item~~ITEM 9B. ~~Other~~ OTHER ~~Information~~INFORMATION.

None.

~~- 10~~PART -III

~~Item~~ITEM 10. DIRECTORS ~~Directors,~~AND ~~Executive~~EXECUTIVE ~~Officers,~~OFFICERS ~~and~~AND ~~Corporate~~CORPORATE ~~Governance~~GOVERNANCE

~~The~~Directors, ~~officers~~Executive Officers and ~~directors~~Corporate ~~of the Company are:~~Governance

Name	Age	Position with the ~~Company~~Comapny	Director Since
Feng Zhenxing	57	Chairman, Chief Executive Officer, Chief Financial Officer	2007
Chen Yu	41	Chairman, Chief Executive Officer, Chief Financial Officer	2010
Feng Guowu	48	Director, Secretary	2007

~~All~~Chen ~~directors~~Yu ~~hold~~is ~~office~~an ~~until~~entrepreneur ~~the~~with ~~next~~nearly ~~annual~~20 ~~meeting~~years of ~~our~~experience ~~shareholders~~in business management and operation. Since June 2009, Mrs. Chen has served as the Chairman, CEO and CFO of Beijing Shennongxing Technology Co., Ltd. Mrs. Chen started her business career as a manager at Hongkong Rongchang Trading Company from 1989 to 1994. From 1994 to 1996, Mrs. Chen was employed as vice president of Liaoning Zhongxing Group in Shanghai. From 1996 to 2006, Mrs. Chen was employed by American Mu’s Investment Group. From 2006 until ~~their~~she ~~successors~~joined ~~have~~Beijing ~~been~~Shennongxing, ~~elected~~Mrs. Chen was one of directors and ~~qualify~~Chief Operations Officer of Shanghai William Jewelry Company. ~~Officers~~ ~~serve~~Mrs. Chen studied at the ~~pleasure~~Shanghai ofDance Schoolfrom 1982 to 1989, majoring in Ballet. From 1994 to 1989, she attended the ~~Board~~Shanghai University of ~~Directors~~Finance and Economics, studying corporate management. During 1997 to 2000, Mrs. Chen studied Gemology in the United States, at the California Gemological Institute majoring in Gemologist.

~~Feng~~Board ~~Zhen Xing has been employed as General Manager~~ of Tieli XiaoXingAnling since 2001. Mr. Feng has been engaged throughout his career in developing breeding techniques for forest frogs. He is currently a member of the Frog Professional Committee of the China Wildlife Protection Association. In 1982 Mr. Feng received an Associates Degree in Water Affairs from the Heilongjiang Provincial Water Affairs College. Directors

~~Feng~~Our ~~Guo~~sole Wudirector ~~has~~holds ~~been~~office ~~employed~~until since 2006 as Chairman and President of XiaoXingAnling Biotech Co., Ltd., which is engaged in breeding forest frogs and processing frog-based products. From 2003 to 2006 Mr. Feng was Chairman and President of Yili City XiaoXingAnling, which also specializes in breeding forest frogs and processing their products. During this same period, 2003 to the ~~present,~~annual ~~Mr.~~meeting ~~Feng has also served as Chairman~~ of ~~Jiamusi~~stockholders ~~Pig Breeding Co., Ltd., which is engaged in developing pig breeding technologies. From 2000 to 2003 Mr. Feng was the Director-General~~ of the ~~Jiamusi~~Company ~~City~~following ~~Unemployment Insurance Bureau, an agency of~~ the ~~municipal~~election ~~government. For~~or ~~the~~until ~~past~~her ~~four~~successors ~~years~~are ~~Mr.~~duly ~~Feng~~elected ~~has~~and ~~served as Vice Chairman of the Heilongjiang Province Labor Association, a quasi-governmental organization involved in labor coordination~~qualified. In ~~1974~~Officers ~~Mr.~~are ~~Feng~~appointed ~~was awarded and Associates Degree in Aviation~~ by the ~~No.~~Board ~~7 Aviation Institute~~ of ~~the~~Directors ~~People’s~~and ~~Liberation~~serve ~~Army~~at ~~Air~~its ~~Force~~discretion.

~~Audit Committee; Compensation Committee~~36

~~The~~Family Board of Directors has not yet appointed an Audit Committee or a Compensation Committee, due to the small size of the Board. The Board of Directors does not contain an audit committee financial expert, again due to the small size of the Board.Relationships

No family relationships exist among our directors, executive officers, or persons nominated or chosen by us to become directors or executive officers.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers have been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Code of Ethics

~~The~~We ~~Company~~currently ~~does~~do not have a ~~written~~ code of ethics ~~applicable~~that applies to ~~its~~our ~~executive~~ officers~~. The~~, ~~Board~~employees ofand ~~Directors~~directors, ~~has~~including ~~not~~our ~~adopted~~Chief aExecutive ~~written~~Officer ~~code~~and ofsenior ~~ethics~~executives, ~~because~~however, ~~there~~we ~~are~~intend soto ~~few~~adopt ~~executive~~one ~~officers~~in of the ~~Company~~near future.

~~Section~~ITEM ~~16(a)~~11. EXECUTIVE ~~Beneficial~~COMPENSATION ~~Ownership Reporting Compliance~~

~~None~~Executive of the officers, directors or beneficial owners of more than 10% of the Company’s common stock failed to file on a timely basis the reports required by Section 16(a) of the Exchange Act during the year ended June 30, 2009.Compensation

- 11 -

		Annual Compensation
Name and Principal Position	Fiscal Year	Salary(USD)		Bonus	Other Annual Compensation
Chen Yu, Director, President, CEO, CFO	2010	$	0	—		—

~~Item 11. Executive Compensation~~37

~~The~~ITEM ~~table below itemizes the compensation paid to Feng Zhen Xing and Feng Guo Wu by Tieli XiaoXingAnling for services during the current and past two years~~12. ~~There~~ SECURITY ~~was~~OWNERSHIP noOF ~~officer~~CERTAIN ofBENEFICIAL ~~Tieli~~OWNERS ~~XiaoXingAnling~~AND ~~whose~~MANAGEMENT ~~salary~~AND ~~and~~RELATED ~~bonus~~STOCKHOLDER ~~for~~MATTERS ~~services rendered during the year ended December 31, 2009 exceeded $100,000.~~

	Year	Salary	Bonus	Stock Awards	Option Awards	Other Compensation
Feng Zhenxing	2009	$12,820
	2008	$12,820
	2007	$12,820

The following table sets forth information as of March 31, 2010, with respect to the ownership of the Company's common stock by each person known by the Company to be the beneficial owner of more than five percent (5%) of the Company's common stock, by each director and officer and by all officers and directors as a group.

	Year	Salary	Bonus	Stock Awards	Option Awards	Other Compensation
Name and Address of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership(2)	Percentage of Class
Feng Guowu	2009	$12,820
Chen Yu	20,000,000	4.8%
	2008	$12,820
Feng Zhenxing(3)	14,400,000	3.4%
	2007	$12,820
Feng Guowu(3)	800,000	0.2%
All directors and officers, as a group (3 persons)	35,200,000	8.4%
Huakang Zhou, 18 Quail Run, Warren, NJ 07075	89,500,000(4)	21.3%
Ying Wang	80,000,000	19.1%
Yuting Yan	25,000,000	6.0%

~~- 12 -~~________________________________

~~Item~~(1) ~~12. Ownership~~Except as otherwise noted, the address of ~~Certain~~each ~~Beneficial~~shareholder ~~Owners~~is ~~and~~c/o ~~Management~~Beijing ~~and~~Shennongxing ~~Related~~Technology ~~Stockholder~~Co., ~~Matters~~Ltd., 49 Fuxingmennei Street, Suite 310, Beijing, P.R. China 100031

There are 19,542,572 shares of our common stock outstanding on the date of this report. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed below have sole voting power and investment power with respect to their shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission.

In computing the number of shares beneficially owned by a person and the percent ownership of that person, we include shares of common stock subject to options or warrants held by that person that are currently exercisable or will become exercisable within 60 days. We do not, however, include these “issuable” shares in the outstanding shares when we compute the percent ownership of any other person.

Name of Beneficial Owner(1)	Amount and Nature of Beneficial Ownership(2)	Percentage of Class
Feng Zhenxing	14,400,000	73.7%
Feng Guowu	800,000	4.1%
All officers and directors (3 persons)	15,200,000	77.8%

(1) Except as otherwise noted, the address of each shareholder is 648 Weihai Road, Changchun, Jilin Province, P.R. China.

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

~~Item~~(3) ~~13. Certain~~The ~~Relationships~~address for Messrs Feng and ~~Related~~Feng ~~Transactions~~is Three-Kilometer Spot Along the Hayi Highway, Tieli City, Heilongjiang Province, P.R. China

~~Neither~~(4) ~~Mr.~~Includes ~~Feng~~40,000,000 ~~Zhenxing~~shares ~~nor~~owned ~~Mr. Feng~~by ~~Guowu has~~Warner ~~engaged~~Technology in& ~~any~~Investment, ~~transaction~~Inc., ~~with~~which ~~the~~is ~~Company~~controlled ~~during~~by ~~the~~Mr. ~~past fiscal year or the current fiscal year that had a transaction value in excess of $60,000~~Zhou.

Beneficial ownership is determined in accordance with the rules of the S.E.C. and generally includes voting or investment power with respect to securities. In accordance with S.E.C. rules, shares of our common stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the table are deemed beneficially owned by the optionees. Subject to community property laws, where applicable, the persons or entities named in the table above have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

~~Item 14. Principal Accountant Fees and Services~~38

~~China~~ITEM ~~Sxan Biotech, Inc~~13.~~(the~~ CERTAIN ~~“Company”)~~RELATIONSHIPS ~~engaged~~AND ~~Patrizio~~RELATED ~~& Zhao~~TRANSACTIONS, ~~LLC~~AND toDIRECTOR ~~serve as its independent registered public accountant in November 2007~~INDEPENDENCE.

Certain Relationships

None.

Director Independence

We do not believe that any of our directors meet the standard of independent director set forth in the NASDAQ rules.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

~~Patrizio~~The &aggregate ~~Zhao,~~fees ~~LLC~~ billed ~~$50,000.00 to~~ ~~the~~from ~~Company for~~ professional services rendered by P.C. Liu, CPA, P.C., for the audit of ~~fiscal~~our ~~2009~~annual financial statements. ~~Patrizio~~and &review ~~Zhao~~of financial statements for the fiscal year ended March 31, ~~LLC~~ ~~billed~~2010 was $5045,000 to. ~~the~~The ~~Company~~aggregate ~~for~~fees billed from professional services rendered by Patrizio & Zhao, LLC, for the audit of our ~~fiscal~~annual ~~2008~~financial statements and review of financial statements for the fiscal year ended March 31, 2009 was $50,000.

Audit-Related Fees

~~Patrizio~~P.C. &Liu, ~~Zhao~~CPA, ~~LLC~~P.C. ~~billed $~~did ~~-0- to~~not ~~the~~render ~~Company~~any ~~during fiscal 2009 and fiscal 2008 for assurance and~~ audit-related services ~~that are reasonably related~~ to ~~the~~us ~~performance~~for of the fiscal ~~2009~~year ~~and~~ended ~~fiscal~~March ~~2008~~31, ~~audit or review of the quarterly financial statements.~~2010

Tax Fees

~~Patrizio~~P.C. &Liu, ~~Zhao~~CPA, ~~LLC~~P.C. ~~billed $~~did ~~-0-~~not torender ~~the~~any ~~Company~~tax ~~during~~services ~~fiscal~~to ~~2009~~us ~~and fiscal 2008~~ for ~~professional~~the ~~services~~fiscal ~~rendered~~year ~~for~~ended March ~~tax compliance~~31, ~~tax advice and tax planning~~2010.

All Other Fees

~~Patrizio~~P.C. &Liu, ~~Zhao~~CPA, ~~LLC~~P.C. ~~billed $~~did ~~-0- to~~not ~~the~~render ~~Company~~any inother ~~fiscal~~services ~~2009~~to ~~and~~us ~~fiscal 2008~~ for ~~services~~the ~~not~~fiscal ~~described~~year ~~above~~ended March 31, 2010.

ItITEM ~~is the policy of the Company that all services other than audit, review or attest services must be pre-approved by the Board of Directors~~15. No EXHIBITS ~~such services have been performed by Patrizio & Zhao, LLC.~~

3-a. 13Articles of Incorporation, and 2010 amendment. - filed as an exhibit3a to the Company’s Form 8-K on April 21, 2010 and incorporated herein by reference.

Item 15. Exhibit List

3-a. Articles of Incorporation, and 1989 amendment. - filed as an exhibit to the Company’s Registration Statement on Form SB-2 (33-85218 C) and incorporated herein by reference.

3-a(1) Amendment to Articles of Incorporation dated March 4, 1991, March 22, 1994, and November 18, 1994. - filed as an exhibit to the Company’s Registration Statement on Form SB-2 (33-85218 C) and incorporated herein by reference.

3-b.	By-laws. - filed as an exhibit to the Company’s Registration Statement on Form SB-2 (33-85218 C) and incorporated herein by reference.

21 Subsidiaries - American SXAN Biotech, Inc. (100% ownership) - Tieli XiaoXingAnling Forest Frog Breeding Co., Ltd. (100% ownership)

31	Rule 13a-14(a) Certification

32	Rule 13a-14(b) Certification

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on ~~October~~July 1214, ~~2009~~2010.

CHINA ~~SXAN~~ORGANIC ~~BIOTECH~~FERTILIZER, INC. By: /s/ ~~Feng~~Chen ~~Zhen~~Yu ~~Xing~~Chen ~~Mr.~~Yu ~~Feng Zhen Xing~~ Chairman of the Board and Chief Executive Officer and Chief Financial Officer

In accordance the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on ~~October~~July 1214, ~~2009~~2010

Name Title /s/ ~~Feng~~Chen ~~Zhen~~Yu ~~Xing~~ Chairman of the Board and Chief Executive Officer and Chief Financial and Accounting Officer ~~Feng~~Chen ~~Zhen Xing /s/ Feng Guowu Director Feng Guowu~~Yu

~~- 14 -~~40

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