- Amended Annual Report (10-K/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

[X] Annual Report pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

For the period ended: December 31, 2007 .

[ ] Transition Report pursuant to 13 or 15(d) of the Securities

Exchange Ac of 1934

For the transition period from to

Commission File Number: 333-52472

SHANDONG ZHOUYUAN SEED AND NURSERY CO., LTD .

(Exact name of Small Business Issuer as specified in its charter)

Delaware 58-2258912

-------------------------------- ----------------------------------

(State or other jurisdiction of (IRS Employer Identification No.)

incorporation or organization)

1688 ChengGangZhongLu, Laizhou, Shandong Province, China N/A

(Address of principal executive offices) (Postal or Zip Code)

Issuer's telephone number, including area code: : (86) 535-2257888

Copies to:

Andrew Chien

SEC Filing Agency

665 Ellsworth Avenue

New Haven, CT 06511

(203) 844-0809

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, par value $.001 per share

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

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, 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. Yes [x] No [ ]

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

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ](Do not all reporting company [x]

check if smaller reporting company)

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

Yes [ ] No[x]

The issuer's revenues for the its most recent fiscal year: : $702,602

The aggregate market value of the Registrant’s common stock, $.001 par value, held by non-affiliates as of April 11, 2008 was $,341,045.

As of April 11, 2008 the number of shares outstanding of the Registrant’s common stock was 70,001,200 shares, $.001 par value.

Transitional Small Business Disclosure Format: Yes o No x

Documents Incorporated By Reference: See Part VI Item 15.

TABLE OF CONTENTS

TO ANNUAL REPORT ON FORM 10-K

FOR YEAR ENDED DECEMBER 31, 2007

Pages

PART I

Item 1. Description of Business -------------------------------- 4

Item 1A. Risk Factors ------------------------------------------- 9

Item 1B. Unresolved Staff Comments ------------------------------ 11

Item 2. Description of Property -------------------------------- 12

Item 3. Legal Proceedings ------------------------------------ 12

Item 4. Submission of Matters to a Vote of Security Holders ----- 13

PART II

Item 5. Market for Registrant’s Common Equity and

related Stockholder Matters --------------------------- 13

Item 6. Selected Financial Data --------------------------------- 13

Item 7. Management’s Discussion and Analysis or Plan

of Operation ---------------------------- 14

Item 7A. Quantitative and Qualitative Disclosures About

Market Risk ----------------------------------15

Item 8. Financial Statements ---------------------------- 15

Item 9. Changes in and Disagreements with Accountants on

Accounting and Financial Disclosures ------------------- 39

Item 9A. Controls and Procedures ----------------------------- 39

PART III

Item 10. Directors, Executive Officers of the Registrant -------- 40

Item 11. Executive Compensation -------------------------------- 42

Item 12. Security Ownership of Certain Beneficial

Ownership Management ---------------------------------- 42

Item 13. Certain Relationships and Related Transactions -------- 43

Item 14. Principal Accountant Fees and Services ----------------- 43

Part IV

Item 15. Exhibits ---------------------------------------------- 44

Signatures ------------------------------------------------------ 45

FORWARD-LOOKING STATEMENTS

T his document contains forward-looking statements. The forward-looking statements are based on our current goals, plans, expectations, assumptions, estimates and predictions regarding the Company.

When used in this document, the words "plan", "believes," "continues," "expects," "anticipates," "estimates," "intends", "should," "would," "could," or "may," and similar expressions are intended to identify forward looking statements.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, events or growths to be materially different from any future results, events or growths expressed or implied in this document. The cautionary statements should not be construed as exhaustive or as any admission regarding the adequacy of disclosures made by the Company. Forward looking statements are beyond the ability of the Company to control and in many cases the Company cannot predict what factors would cause results to differ materially from those indicated by the forward looking statements.

The statements made in this document should be read as being applicable to all forward-looking statements wherever they appear in this document, and any documents incorporated by reference herein

We do not undertake any obligation to update any forward-looking statements contained in this document to reflect new events or circumstances, unless and to the extent required by applicable law.

PART I

Item 1: Description of Business:

Shandong Zhouyuan Seed and Nursery Co., Ltd. (“Zhouyuan”) is a holding company, through its consolidated subsidiary, Shandong Zhouyuan Seed and Nursery Co., Ltd., a company formed under the laws of the People’s Republic of China, to engage in the business of developing, distributing and selling agricultural seeds in China . The Company’s executive offices are located at 1688 ChengGangZhongLu, Laizhou, Shandong Province, Peoples Republic of China. The Company's website address is

http://www.zhouyuanseed.com/ch/index.asp

Company Organization and History

The Company was originally incorporated in the State of North Carolina on July 20, 1996 under the name “Great Land Development Co.” In 2000 Great Land Development Co. changed its name to “Xenicent, Inc.” In 2004 Xenicent, Inc. changed its name to “Pingchuan Pharmaceutical, Inc.” In 2007 Pingchuan changed its name to “Shandong Zhouyuan Seed and Nursery Company, Ltd.” As Great Land Development Co. the Company was in the business of real estate consulting and purchasing and reselling vacant tracts of land, primarily in the North Carolina area. In 2002, the Company acquired a majority interest in Giantek Technology Corporation ("Giantek"), a Taiwanese corporation that manufactured and distributed Light Emitting Diode (LED) display systems. In 2003, the Company terminated its relationship with Giantek and agreed to transfer all of the Company’s interest in Giantek back to its former controlling shareholders. Thereafter the Company existed as a “shell company,” but not a “blank check” company, under regulations promulgated by the SEC and had no business operations and only nominal assets until 2004 when the Company entered into a plan of exchange with Heilongjiang Pingchuan Medical Equipment Inc, a corporation organized and validly existing under the laws of the People’s Republic of China. The plan of exchange was consummated on August 11, 2004 and the Company changed its name to “Pingchuan Pharmaceutical, Inc.” Pingchuan was engaged in the business of providing integrated operational management services for a related medical company, Harbin Pingchuan Medical Equipment Inc, a corporation validly organized and existing under the laws of the People’s Republic of China (“Gu Fen”). In February 2007, the Company consummated the merger of Infolink Pacific Limited into a wholly-owned subsidiary of the Company (the “Merger”) and changed its state of incorporation from North Carolina to Delaware. See “The Merger” below. In connection with the Merger, the Company changed its name from “Pingchuan Pharmaceutical, Inc.” to “Shandong Zhouyuan Seed and Nursery Company, Ltd.” Unless the context otherwise requires, the term “Company” as used herein collectively refers to Shandong Zhouyuan and its wholly-owned subsidiaries and consolidated entities, including Infolink Pacific Limited and Shandong Zhouyuan Seed and Nursery Co., Ltd., a PRC company.

Subsidiaries and Joint Ventures

The diagram below illustrates the current corporate structure of the Company and its subsidiaries (“we,” “our,” “us,” or the “Company”):

[ANNUALREPORT2007AMEND002.GIF]

InfoLink Pacific Limited

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

In October 2006 Li Han Xun and You Li, the record shareholders of the PRC Subsidiary, entered into Trust and Indemnity Agreements with Infolink pursuant to which Mr. Li and Ms. You assigned to Infolink all of the benefits of ownership of 60% of the total equity interests in the PRC Subsidiary. In addition, Mr. Li and Ms. You agreed to vote on shareholder matters as directed by Infolink. Finally, the Declaration of Trust signed by Mr. Li and Ms. You contains their undertaking to assign the shares of the PRC Subsidiary to Infolink at any time upon Infolink’s request.

Shandong Zhouyuan Seed and Nursery Co., Ltd.

Shandong Zhouyuan Seed and Nursery Co., Ltd., a People’s Republic of China company was organized on October 26, 2001 under the laws of the People’s Republic of China (the “PRC Subsidiary” or “Zhouyuan”) by Li Han Xun and You Li, who are the record shareholders of the PRC Subsidiary. The PRC Subsidiary was created from the merger of two formerly state owned companies, Laizhou Yongzhou Seed Ltd and Laizhou Agriculture Science Research and Development Ltd., which were reformed and merged into one company named Laizhou Huiyuan Seed Ltd. ("Huiyuan") on October 26, 2001. On December 24, 2002, Huiyuan changed its name to Shandong Zhouyuan Seed and Nursery Co., Ltd. Since its formation in 2001, the PRC Subsidiary has worked closely with government agencies, particularly the state Science and Technology Commission, to develop improved hybrid seed strains. The PRC Subsidiary now ranks as one of the top three seed producers in the LaiZhou District, which is known as the “Seed Valley of China.”

The Merger

On January 18, 2007, the Company entered into a Share Exchange Agreement with Infolink Pacific Limited pursuant to which the Company issued 55,000,000 shares of its common stock to Li Han Xun and You Li in exchange for all of the issued and outstanding capital stock of Infolink and Infolink became a wholly-owned subsidiary of the Company.

Subsequently the Parent Corporation terminated the pharmaceutical consulting business that had been carried by its subsidiary, Heilongjiang Pingchuan Medical Equipment Inc. On April 2, 2007, the Parent Corporation changed its name to “Shandong Zhouyuan Seed and Nursery Co., Ltd.”

The merger of the Company with Infolink was accounted for as a reverse merger and the transaction was treated for accounting purposes as a recapitalization of the accounting acquirer (Infolink) and a reorganization of the accounting acquiree (the Company). Accordingly, the historical financial statements presented prior to the merger are the historical financial statements of Infolink, which includes the PRC Subsidiary.

In addition, under U.S. accounting rules, as a result of the obligations of the parties under the Trust and Indemnity Agreements described above, Infolink is deemed to be a 60% beneficiary of the PRC Subsidiary and the financial results of the PRC Subsidiary may be consolidated with the financial results of the Company under Financial Interpretation 46 (Revised) "Consolidation of Variable Interest Entities" issued by the Financial Accounting Standards Board ("FASB").

On April 2, 2007, the Company changed its name to Shandong Zhouyuan Seed and Nursery Co., Ltd.

Products

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

Among Zhouyuan’s most popular products are:


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


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

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

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

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

The majority of Zhouyuan’s seeds are currently produced by three independent seed growers and one municipality consisting of seven towns. These four sources dedicate 1400 to 1750 acres to growing seeds for Zhouyuan. Zhouyuan has long standing working relationships with all of its seed growers. Zhouyuan provides its growers with the patented seeds and the growers would produce the volume of seeds as required by Zhouyuan. There are no long term contractual relationships between Zhouyuan and any of its growers. Zhouyuan determines its volume requirements based on its determination of market demand and contracts the growers to produce enough seeds to meet the market demand on a seasonal basis. Zhouyuan then inspects and packages the seed for distribution wholesale.

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

The Seed Industry

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

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

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

Marketing

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

Government Regulation

Limitations on Foreign Ownership in the Seed Industry

Due to restriction in the People’s Republic of China on foreign investments in Chinese businesses in the seed industry, Infolink does not have direct equity ownership in Zhouyuan. Zhouyuan is owned by two PRC citizens, who hold 60% of the equity interests in Zhouyuan in trust for the benefit of the Company.

Regulation of Foreign Currency Exchange

The principal regulation governing foreign currency exchange in China is the Rules on Foreign Exchange Control (1996), as amended. Under the Rules, Renminbi is freely convertible for trade and service-related foreign exchange transactions, but not for direct investment, loan or investment outside China unless the prior approval of the State Administration for Foreign Exchange of the PRC or other relevant authorities is obtained.

Pursuant to the Rules on Foreign Exchange Control, foreign investment enterprises in China may purchase foreign currency without the approval of the State Administration for Foreign Exchange of the PRC for trade and service-related foreign exchange transactions by providing commercial documents evidencing these transactions. They may also retain foreign exchange (subject to a cap approved by the State Administration for Foreign Exchange of the PRC) to satisfy foreign exchange liabilities or to pay dividends. However, the relevant PRC government authorities may limit or eliminate the ability of foreign investment enterprises to purchase and retain foreign currencies in the future. In addition, foreign exchange transactions for direct investment, loan and investment outside China are still subject to limitations and require approvals from the State Administration for Foreign Exchange of the PRC.

Employees

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

Item 1A. Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the following risk factors and information provided in this annual report and other filings. If any of the following risks actually occur, our business, financial condition, or results of operations could be materially and adversely affected.

Risks Relating To Our Business

We have limited operating history and our operating results are unpredictable.

We have only several years' operation, and only commenced our business at the end of 2002. We had experienced a loss in past including fiscal year of 2007. There are many factors to affect our operation results such as weather and to develop and offer innovative products, to expand and retain the customer base, and to raise capital, to maintain effective control of our costs and expenses, and to control other business relative risks as detailed in the followings. If we are unsuccessful in addressing any of these risks and uncertainties, our business may be materially and adversely affected.

We will incur increased costs as a result of being a public company .

Conducting our business as a public company has caused us to incur significant accounting and other expenses that we did not have as a private company. In addition, the Sarbanes-Oxley Act, as well as certain rules implemented by the SEC, requires changes in corporate governance practices of public companies. These new rules and regulations will increase our legal, accounting and financial compliance costs and will require additional staff time.

We are subject to the risk of natural disasters .

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

We have limited business insurance coverage.

In China, insurance companies offer limited business insurance products. Zhouyuan do es not have business liability insurance to protect Zhouyuan 's operation. Zhouyuan may not have sufficient capital to cover material damage or loss of Zhouyuan 's facilities due to fire, severe weather, flood, earthquake or social violence or other causes. Such damage or loss would have a material adverse effect on our business and financial condition, and the price of our common stock.

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

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

RISKS OF DOING BUSINESS IN CHINA

Zhouyuan operates from facilities that are located in China. Accordingly, its operations must conform to governmental regulations and rules of the PRC.

Government regulation may hinder our ability to function efficiently .

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

Downturn in the global economy may slow domestic growth in China, which in turn may affect our business.

Due to the global downturn in the financial markets, China may not be able to maintain its recent growth rates mainly due to the lack of demand of exports to countries that are in recessions. Although we do not presently export any of our products, our earnings may become unstable if China’s domestic growth slows significantly and the demand for grains and other food decli nes.

Adverse changes in economic and political policies of the Chinese government could have a material adverse effect on the overall economic growth of China, which could adversely affect our business.

China’s economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. The Chinese government has implemented various measures to encourage economic development and guide the allocation of resources. Some of these measures benefit the overall Chinese economy, but may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us.

The PRC legal system has inherent uncertainties that could limit the legal protections available to Zhouyuan and the Company.

The PRC legal system is based on written statutes. Prior court decisions may be cited for reference but have limited precedential value. Although, in past twenty years, some laws and regulations are issued for the protections provided to foreign invested enterprises in China, these laws, and regulations are relatively recent and evolving rapidly, and their interpretation and enforcement involve uncertainties. These uncertainties could limit the legal protections available to foreign investors.

You may personally see difficulties in effecting service of legal process, enforcing foreign judgments or getting original actions in China based on United States or other foreign laws against us.

We only have contractual arrangements of operation in China. All of our senior officers are residents of China. Our PRC counsel has advised us that China does not have current treaties with the United States or many other countries providing for the reciprocal recognition and enforcement of judgment of courts. As an impact, it may not be possible to affect service of process within the United States or elsewhere outside China upon our senior executive officers, including with feature to particular issues arising under U.S. federal securities laws or applicable state securities laws.

Any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

Risks Related to Our Securities

We must comply with penny stock regulations, which could effect the liquidity and price of our stock.

Our common stock was traded in the OTCBB as a “penny stock”, which generally is the equity security with a price of less than $5.00. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." These rules may have the effect of reducing the level of trading activity in the secondary market for our stock. The investors may find it more difficult to sell the shares.

We do not anticipate paying any cash dividends in the foreseeable future.

We do not plan to pay any cash dividends in the foreseeable future. Any return on your investment would derive from an increase in the price of our stock, which may or may not occur.

Item 1B. Unresolved Staff Comments

This amendment of 10K for fiscal year 2007 will address all existing comments of SEC.

Item 2. Description of Property:

The executive offices of Zhouyuan are located at 1688 ChengGangZhongLu in Laizhou in the Province of Shandong. Zhouyuan owns the building in which its offices are located, although it currently leases the first and second floor. This arrangement assures Zhouyuan of adequate space if its growth necessitates expansion of its offices.

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

Item 3. Legal Proceedings:

On August 1, 2006 Greentree Financial Group, Inc. ("Greentree"), a former consultant to a subsidiary of the former entity of the Company, filed a breach of contract complaint in the Superior Court in Mecklenberg County, North Carolina for non payment of contractual obligations for 2004 and 2005. The claim is for $49,000 in cash and $40,000 worth of stock as compensatory damages or $80,000 in liquidated damages. The former entity of the Company failed to appear to the Court, and the Court rendered a judgment, which orders the Company to pay the plaintiff a sum of $201,500, with interest thereon at the rate of 8.000% per annum from the date of Entry of the Judgment until paid; and for the costs of this action, in full, to be taxed by the Clerk. The former entity of the Company was in settlement discussions with GreenTree financial Group. And they had a resolution in 2008. Some shareholders of the Company paid Greentree 4 millions of shares of common stock to get the settlement.

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

In the fiscal year ended December 31, 2007, no any matter was submitted to the Company's shareholders for a vote.

PART II

Item 5. Market for Registrant’s Common Equity and related Stockholder Matters.

(a) Market Information

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


	Bid
Quarter Ending	High		Low
March 31, 2006	$	12.18		$	2.50
June 30, 2006	$	6.69		$	2.50
September 30, 2006	$	2.81		$	1.12
December 31, 2006	$	1.87		$	0.68

March 31, 2007	$	1.08		$	0.04
June 30, 2007	$	0.3		$	0.2
September 30, 2007	$	0.49		$	0.06
December 31, 2007	$	0.2		$	0.04

(b) Shareholders

Our shareholders list contains the names of 2,562 registered stockholders of record of the Company’s Common Stock.

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

(d) Sale of Unregistered Securities

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

(e) Repurchase of Equity Securities

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

Item 6. Selected Financial Data

Financial Highlights

_____________________________________________________________________

Fiscal Year Ended December 31, 2007 2006

Revenue $ 702,602 $ 424,709

Income (Loss) from Operation 51,660 (462,475)

Net Income (Loss) (661,460) (347,706)

Cash & Cash Equivalents 11,345 2,600

Liabilities 3,083,171 2,571,682

Shareholder Equities 163,818 634,159

_________________________________________________________________________

Item 7. Management’s Discussion and Analysis or Plan of Operation:

Results of Operations

Our lack of financial resources has made it difficult for us to establish the broad marketing network necessary to achieve widespread distribution of our seeds. But because seeds are a relatively low margin product, profitable operations depend on high volume sales. The result of our limited distribution has been that we have realized negative gross profit in each of the past two years.

In 2007 our sales revenue increased by 65.4% from the level achieved in 2006, which resulted in a gross profit of $51,660. This increase in revenue was mainly due to an increase in production and sales which consisted of 739,000 kilogram of seeds in 2006 as compare to 1,048,000 kilogram for the same period in 2007. In addition, our patented seeds, which has a higher profit-margin compared to our non-patented seeds made up a higher percentage of our total sales. Our patented seeds made up 26.7% of our total sales volume compared to 18.2% for the same period in 2006.

Our total cost of sale for the fiscal year 2007 was $650,942 compared to $511,763 for the same period in 2006, an increase of $139,179 or 27%. This increase in cost of sale was mainly attributable to an increase in volume of seeds we purchased from our growers in anticipation for a higher demand for our seeds. In fiscal year 2007 we purchased a total of 112,000 kilograms of seeds as compared to 840,000 kilograms of seeds for the same period in 2006. As a result of the increase volume of seeds purchased, our cost associated with processing and packaging the larger volume of seeds.

Our total operating expenses increased to $713,120 for the fiscal year 2007 as compared to $375,421 for the same period in 2006, an increase of 90%. This was mainly due to a default judgment filed against us by our former financial consultant Greentree Financial Group, Inc. in the amount of $208,217 and consultant fees in the amount of $343,000 in the form of Company’s common stock registered on Form S-8 for financial consulting services.

Our business operates entirely in Chinese Renminbi, but we report our results in our SEC filings in U.S. Dollars. The conversion of our accounts from RMB to Dollars results in translation adjustments, which are reported as a middle step between net income and comprehensive income. The net income or net loss is added to the retained earnings on our balance sheet; while the translation adjustment is added to a line item on our balance sheet labeled “accumulated other comprehensive income,” since it is more reflective of changes in the relative values of U.S. and Chinese currencies than of the success of our business. For 2007 we recorded $30,354 in unrealized gains on foreign currency translation.

Liquidity and Capital Resources

As of December 31, 2007, total current assets were $343,532, total current liabilities were $3,083,171 and we had working capital deficit of $2,739,639 an increase of 30.5% compared to the same period in 2006. The increase in working capital deficit is largely due to a court adjustment payable in the amount of $208,217 as a result of a default judgment on a breach of contract claim asserted by a former consultant and consulting fee in the amount of $343,000. Cash at December 31, 2007 was $11,345 compared to $2,600 at December 31, 2006, an increase of $8,745.

We had only $11,345 in liquid assets, and only $18,380 in accounts receivable (net of allowance). At the same time we owed the Agricultural Bank of China $1,449,255 plus $315,579 in accrued interest, and had other past-due obligations that far exceeded our ability to pay.

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

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

Net cash provided by operating activities was $186,541 for the year ended December 31, 2007 compared to $35,260 for the year 2006. The increase is primarily related to an increase in sales.

Net cash used in investing activities was $86,089 for the year ended December 31, 2007 compared to $41,472 for the year 2006. The increase is primarily a result of the investment of RMB304,214 (approximately $43,500) in construction of operating facilities.

Net cash used by financing activities was $97,905 for the year ended December 31, 2007 compared to $17,810 for the year 2006.

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

Application of Critical Accounting Policies

We made no material changes to our critical accounting policies in connection with the preparation of financial statements for 2007.

Impact of Accounting Pronouncements

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

Off-Balance Sheet Arrangements:

None.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rates:

Our exposure to market risk for changes in interest rates relates primarily to our short-term investments; thus, fluctuations in interest rates would not have a material impact on the fair value of these securities. At December 31, 2007, we had approximately $ 11,345 in cash and cash equivalents.

Exchange Rates:

From 2001 until June 2005, the exchange rate of the RMB yuan to the U.S. dollar ranged within a narrow band of $0.12080 to 0.12083 to 1 RMB yuan. Beginning in July 2005, the Chinese government has permitted the value of the yuan to float within a broader range against the dollar and as a result the yuan has slowly risen against the dollar, and traded approximately $0.146235 to 1 RMB yuan recently. The downtrend of US dollar increased the affordability of the potential Chinese clients for paying various services in USA, and reduced their benefits if they got the financing amount in the US dollars.

Inflation:

We believe that inflation has not had a material effect on our operations to date.

Item 8. Financial Statements

The information required by Item 8 and an index thereto commences on the next page.

_______________________________________________________________________________________

SHANDONG ZHOUYUAN SEED AND NURSERY CO., LTD.

F/K/A PINGCHUAN PHARMACEUTICALS, INC.

INDEX


	PAGE

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
AND COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

KEMPISTY & COMPANY

CERTIFIED PUBLIC ACCOUNTANTS, P.C.

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Shangdong Zhouyuan Seed and Nursery Co., Ltd.

F/K/A Pingchuan Pharmaceuticals, Inc.

We have audited the accompanying consolidated balance sheet of Shandong Zhouyuan Seed and Nursery Co., Ltd. and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of operations and other comprehensive income (loss), shareholders' equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Shandong Zhouyuan Seed and Nursery Co., Ltd. as of December 31, 2007 and 2006, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company had net losses of $813,341 and $322,586 for the years ended December 31, 2007 and 2006, respectively; and an accumulated deficit of $2,636,401 at December 31, 2007. Additionally, the Company defaulted on bank loans and interest payments, totaling $1,764,834 as of December 31, 2007. These factors raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Kempisty & Company

Certified Public Accountants PC

New York, New York

May 18, 2009

SHANDONG ZHOUYUAN SEED AND NURSERY CO., LTD.

F/K/A PINGCHUAN PHARMACEUTICALS, INC.

Consolidated Balance Sheets

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


	December 31,			December 31,
	2007		2006
ASSETS
Current Assets:
Cash and cash equivalents	$	11,345		$	2,600
Accounts receivable, net (Note 4)		18,380			41,204
Inventory (Note 5)		183,600			292,712
Other receivable		17,144			29,122
Advance to suppliers		113,063			107,811
Total current assets		343,532			473,449

Property, Plant, and Equipment, net (Note 6)		1,827,528			1,777,634

Land use right, net (Note 7)		452,067			433,822
Acquired seed patents, net (Note 8)		545,417			644,833
Receivable from sale of land use right		326,465			306,116
		1,323,949			1,384,771

Total Assets	$	3,495,009		$	3,635,854

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Bank loans (Note 10)	$	1,449,255		$	1,358,920
Short-term loans		37,238			133,106
Accounts payable and accrued expenses		522,151			446,625
Pension and employee benefit payable		252,137			220,494
Taxes payable		124,748			116,971
Interest payable		315,579			143,059
Deferred revenue		49,729			28,946
Court adjustment payable (Note 13)		208,217			-
Due to employees		34,526			36,563
Customer security deposit		89,591			86,998
Total Current Liabilities		3,083,171			2,571,682

Minority interest		248,020			430,013

Stockholders' Equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized;
none issued and outstanding as of September 30, 2007		-			-
Common stock, $0.001 par value, 150,000,000 shares authorized;
70,001,635 shares issued
and outstanding as of December 31, 2007		70,002			66,999
Additional paid-in capital		3,144,237			2,307,240
Accumulated deficiency		(2,636,401	)		(1,792,706
Deferred compensation		(497,000	)		-
Accumulated other comprehensive income		82,980			52,626
Stockholders' Equity		163,818			634,159

Total Liabilities and Stockholders' Equity	$	3,495,009		$	3,635,854

SHANDONG ZHOUYUAN SEED AND NURSERY CO., LTD.

F/K/A PINGCHUAN PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE INCOME (LOSS)


	For the Year Ended
	December 31,
	2007		2006
Revenues
Sale of seeds	$	702,602		$	424,709
Total revenue		702,602			424,709

Cost of good sold
Cost of seeds sold		514,321			381,086
Amortization of seed patents		136,621			130,677
Total cost of sales		650,942			511,763

Gross Profit		51,660			(87,054	)

Operating Expenses
Selling expenses		41,790			54,384
Payroll		76,061			48,204
Pension and employee benefit		32,927			56,386
Depreciation expenses		105,156			103,748
Amortization of land use rights		10,173			9,730
Bad debt expenses		-			19,508
Consulting fees		343,000			-
Vehicle expenses		19,392			15,894
Travel and entertainment		39,866			21,075
Other general and administrative		44,755			46,492
Total Operating Expenses		713,120			375,421

Income (Loss) from Operation		(661,460	)		(462,475	)

Other Income (Expenses)
Interest income		16,241			11,240
Interest expenses		(185,018	)		(156,500	)
Court judgment payable		(208,217	)		-
Other income (expenses)		(19,899	)		16,867
Total other income (expenses)		(396,893	)		(128,393	)

Income (Loss) before provision
for Income Tax		(1,058,353	)		(590,868	)

Provision for Income Tax		-			-

Income before Minority Interest		(1,058,353	)		(590,868	)

Minority Interest		214,658			243,162

Net Income		(843,695	)		(347,706	)

Other Comprehensive Income (Loss)
Effects of Foreign Currency Conversion		30,354			25,120

Comprehensive Income (Loss)	$	(813,341	)	$	(322,586	)

Basic and fully diluted earnings (loss) per share	$	(0.01	)	$	(0.01	)

Weighted average shares outstanding		69,251,635			55,000,000

The accompanying notes are an integral part of these financial statements

SHANDONG ZHOUYUAN SEED AND NURSERY CO., LTD.

F/K/A PINGCHUAN PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006


																Accumulated
	Common Stock						Additional			Retained						Other
	$0.001 Par Value		Paid-in		Earnings		Deferred		Comprehensive
	Shares		Amount		Capital		(Deficit)		Compensation		Income		Totals
Balances at
January 1, 2006		100		$	100		$	2,374,139		$	(1,445,000	)	$			$	27,506	$	956,745

Common stock issued for
acquisition of Infolink Pacific Limited
(reverse merger)		55,000,000			55,000			(55,000	)		-			-			-		-

Infolink Pacific Limited
share exchange		(100	)		(100	)		100			-			-			-		-

Net income		-			-			-			(347,706	)		-			-		(347,706	)

Other comprehensive income		-			-			-			-			-			25,120		25,120
Balances at
December 31, 2006		55,000,000			55,000			2,319,239			(1,792,706	)		-			52,626		634,159

Reverse merger adjustment*		12,001,635			12,002			(12,002	)		-			-			-		-

Stocks issued for consultant services		3,000,000			3,000			837,000			-			(497,000	)		-		343,000

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

SHANDONG ZHOUYUAN SEED AND NURSERY CO., LTD.

F/K/A PINGCHUAN PHARMACEUTICALS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the Year Ended
	December 31,
	2007		2006

Operating Activities
Net income (loss)	$	(843,695	)	$	(347,706	)
Adjustments to reconcile net income (loss) to
net cash provided (used) by operating activities:
Minority interest		(214,658	)		(243,162	)
Depreciation		105,156			103,748
Amortization		146,794			140,407
Common stocks issued for consultant service		840,000			-
Deferred consultant compensation		(497,000	)		-
Increase in court judgment payable		208,217			-
Changes in operating assets and liabilities:
(Increase)/Decrease in accounts receivable		(6,662	)		55,290
(Increase)/Decrease in inventory		109,112			32,659
(Increase)/Decrease in other receivable		11,978			166,590
(Increase)/Decrease in advance to suppliers		(5,252	)		(71,733	)
Increase/(Decrease) in accounts payable and accrued expenses		29,486			-
Increase/(Decrease) in pension and employee benefit payable		107,169			(24,902	)
Increase/(Decrease) in taxes payable		-			(20,569	)
Increase/(Decrease) in interest payable		172,520			136,365
Increase/(Decrease) in deferred revenue		20,783			21,275
Increase/(Decrease) in customer security deposit		2,593			86,998
Net cash provided (used) by operating activities		186,541			35,260

Investing Activities

Purchase of fixed assets		(86,089	)		(41,472	)
Net cash (used) by investing activities		(86,089	)		(41,472	)

Financing Activities

Payback of short-term loans		(95,868	)		(12,829	)
Payback of loans from employees		(2,037	)		(4,981	)
Net cash provided (used) by financing activities		(97,905	)		(17,810	)

Increase (decrease) in cash		2,547			(24,022	)
Effects of exchange rates on cash		6,198			14,774
Cash at beginning of period		2,600			11,848
Cash at end of period	$	11,345		$	2,600

Supplemental Disclosures of Cash Flow Information:
Cash paid (received) during year for:
Interest	$	(28,157	)	$	(23,155	)
Income taxes	$	-		$	-

SHANDONG ZHOUYUAN SEED AND NURSERY CO., LTD.

F/K/A PINGCHUAN PHARMACEUTICALS, INC.

Notes to Consolidated Financial Statements

NOTE 1 – ORGANIZATION AND OPERATIONS

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

The structure of the Company is illustrated as following:

[ANNUALREPORT2007AMEND004.GIF]

On January 30, 2007, Pingchuan issued to Mr. Wang, Zhigang and Ms. You, Li 55,000,000 shares of its capital stock in exchange for all of the capital stock of Infolink.

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

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

Through the agreements described in the preceding paragraph Infolink is deemed a 60% beneficiary resulting in Zhouyuan being deemed a subsidiary of Infolink under the requirements of Financial Interpretation 46 (Revised) "Consolidation of Variable Interest Entities" issued by the Financial Accounting Standards Board ("FASB"). Accordingly, Infolink consolidated Zhouyuan’s financial date prior to acquiring 60% beneficial interest in Zhouyuan and thereafter.

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

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

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

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

On April 2, 2007, the Company changed its name to Shandong Zhouyuan Seed and Nursery Co., Ltd.

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

Going Concern

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

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

Basis of Presentation

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

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

Basis of Presentation (continued)

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

Use of Estimates

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

Cash and Cash Equivalents

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

Accounts Receivable

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

Concentrations of Credit Risk

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

Fair Value of Financial Instruments

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

Advance to Suppliers

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

Inventories

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

Valuation of Long-Lived assets

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

Property, Plant and Equipment

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

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

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


Property and plant	30 years
Machines and equipment	7 years
Office equipment	5 years
Motor vehicles	5 years

Land Use Right

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

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

Acquired Seed Patents, net

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

Short-term Loans

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

Due to Employees

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

Revenue Recognition

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

Research and Development Costs

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

Advertising Costs

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

Pension and Employee Benefits

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

Reverse Stock Split

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

Statutory Reserves

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

Foreign Currency Translation

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

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

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

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

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

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

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in the US and the PRC expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Earnings (Loss) Per Share

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

Recent Accounting Pronouncements

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

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

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

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

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

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

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


Note 3-	ACCOUNTS RECEIVABLE

Accounts receivable consists of the following:


	December 31,
	2006

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

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


Note 4-	INVENTORIES

Inventories consist of following:


				December 31,
			2006

		Finished goods	$	194,963
		Supply and packing materials		97,749
			$	292,712

Note 5-	PROPERTY AND EQUIPMENT

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


	December 31,
	2006

Property and plant	$	1,788,497
Machines and equipment		180,379
Office equipment		19,761
Motor vehicles		92,098
		2,080,735
Less: Accumulated depreciation		(303,101	)
Total	$	1,777,634

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


Note 6-	LAND USE RIGHT

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


	December 31,
	2006

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

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


Note 7-	ACQUIRED SEED PATENTS

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


	December 31,
	2006

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

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


Note 8-	RECEIVABLE FROM SALE OF LAND USE RIGHT

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

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


	December 31,
	2006

Balance bearing interest at 7.488%	$	128,200
Balance bearing no interest		177,916
	$	306,116


Note 9-	BANK LOANS

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


Financial Institutions	Loan Amount	Duration	Annual Interest Rate	Collateral
* Agricultural Bank of China	$ 508,400	04/21/04--04/21/05	6.903%	Headquarter Building and land usage right

* Agricultural Bank of China	496,000	11/26/04--11/26/05	7.488%	Guaranteed by a real estate development company

* Agricultural Bank of China	248,000	01/09/05--01/07/06	7.488%	Usage right of the land located in Chenggang Street

* Agricultural Bank of China	62,000	11/26/04--11/26/05	7.488%	Guaranteed by a real estate development company

	$ 1,314,400

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

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

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


Note 10-	RELATED PARTY TRANSACTIONS

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


Note 11-	COMMITMENTS AND CONTINGENCIES

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

LITIGATION

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


Note 12-	SUBSEQUENT EVENT: REINCORPORATION MERGER

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

___________________________________________________________________________________________________________

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls :

We evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15a-15(e) under the Securities Exchange Act of 1934, as amended, and internal control over financial reporting. This evaluation was conducted with the participation of our chief executive officer and chief financial officer.

Disclosure controls are controls and other procedures that are designed to ensure that information that we are required to disclose in the reports we file pursuant to the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.

Conclusions:

Based upon the Evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that as of the end of the period covered by this Annual Report, our disclosure controls and procedures were ineffective in ensuring that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. The deficiency was a result of a language barrier, which prevented the management from communicating directly with the Company’s legal and accounting professionals. The Company has since retained legal and accounting professionals who are bilingual in Chinese and English, which the management believes, will address this deficiency in its controls and procedures.

PART III

Item 10. Directors, Executive Officers, Promoters And Control Persons

The officers and directors of the Company are:


Name	Age	Position with the Company	Director Since
Wang Zhigang	44	Chief Executive Officer, Director	2007
Zhang Chunman	45	Chief Financial Officer, Director	2007
Wang Zhicheng	40	Director	2007
Daoqi Jiang	64	Director	2007
Chi Ming Chen	45	Director	2007

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

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

Zhang Chunman served as Chief Financial Officer for Shandong Zhouyuan from 2005 until February 2007. From 2004 Mr. Zhang was also employed as the Chief Financial Officer of Heilongjiang Pingchuan, which was an affiliate of Shandong Zhouyuan until February 2007. From 2003 to 2004, Mr. Zhang was the Financial Manager for Harbin Lingfeng Medicine, Inc., a pharmaceutical company. From 2001 to 2003, Mr. Zhang was employed as Financial Manager for the Heilongjiang Supply and Sales Cooperation Foreign Trade Company.

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

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

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

Audit Committee

Name Age Term Served as Position with the Company

Member of Committee

Guang Lu 38 2008 Chairman of Audit Committee

Xiyu Man 38 2008 Member of Audit Committee

Guixing Gao 36 2008 Member of Audit Committee

Guang Lu, Chairman of Audit Committee. He is also the manager of the seed processing and inspection center of the Company.

Xiyu Man , Member of the Committee. He is a famous corn seed expert.

Guixing Gao, Member of the Committee. He is also the manager of wheat seed research center.

Code of Ethics

The Company adopted the Code of Ethics pursuant to Item 406 of Regulation S-B, of which all our officers and employees are bound by. The Code of ethics is intended to promote honest and ethical conduct, full and accurate reporting, and compliance with the law. A copy of the Code of Ethics is included as Exhibit 14 to this registration statement. The full text of the Code of Ethics also posted in the Company's website:

http://www.zhouyuanseed.com/ch/index.asp.

A printed copy of the Code of Ethics may be obtained free of charge by writing to the Corporate Secretary at: Shandong Zhouyuan Seed and Nursery Co., Ltd, 1688 ChengGangZhongLu, Laizhou, Shandong Province, Peoples Republic of China.

Section 16(a) Beneficial Ownership Reporting Compliance

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

Item 11. Executive Compensation

The following table sets forth all compensation awarded to, earned by, or paid by Zhouyuan to Wang Zhigang, its Chief Executive Officer, for services rendered in all capacities to the Company during the years ended December 31, 2007, and 2007. There were no executive officers whose total salary and bonus for the fiscal year ended December 31, 2006 exceeded $100,000.

Stock Option Other

Year Salary Bonus Awards Awards Compensation

Zhigang Wang 2007 $1,667

2006 $1,667

We do not have any compensation arrangements with our directors.

At this time, we do not anticipate awarding stock options to anyone.

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

Item 12 . Security Ownership of Certain Beneficial Ownership Management

We have set forth in the following table information, which is relative to our common stock beneficially owned on December 31, 2007 for:

(1) each shareholder we know to be the beneficial owner of 5% or more

of our outstanding common stock;

(2) each of our executive officers and directors; and

(3) all executive officers and directors as a group.


Name and Address of Beneficial Owner ⁽¹⁾	Amount and Nature of Beneficial Ownership ⁽²⁾		Percentage of Class
Wang Zhigang		3,052,300		4.4	%
Zhang Chunman		—		—
Wang Zhicheng		90,000		0.1	%
Daoqi Jiang		—		—
Chi Ming Chen		—		—

All directors and officers as a group (5 persons)		3,142,300		4.5	%


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

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

Item 13. Certain Relationships and Related Transactions

Related Party Transactions

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

Director Independence

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

Item 14. Principal Accountant Fees and Services.

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

Audit Fees:

Kempisty & Company billed $37,000 in connection with the audit of the Company’s financial statements for the year ended December 31, 2007. Kempisty & Company billed $37,000 in connection with the audit of the Company’s financial statements for the year ended December 31, 2006.

Audit related fees:

None

Tax Fees:

None

All Other Fees:

None

Pre-Approval Policies and Procedures:

All of the auditing and permissible non-auditing services were approved in advance by the Board of Directors in accordance with its procedure. An estimate for the service to be performed should be submitted to our Board of Directors by the accountants before they were engaged to perform particular services.

PART IV

Item 15. Exhibits.

Exhibit Filed ___ References In______

No Description_______________________ herewith_ Form Exhibit Filing Date

3.1 Articles of Inc. Amended 8K 3.1 01/05/2007

3.2 Bylaws SB2 3.2 12/21/2000

4.1 2007 Equity Incentive Plan S-8 06/08/2007

10.1 Agreement on Joint Development of Zhouyuan

Building Project with Jixi Xingcheng Real

Estate Development LTD. 8K 07/19/2007

14.1 Code of Ethics X 10K 05/05/2009

21.1 List of Subsidiaries 10KSB 04/15/2008

23.1 Consent of Independent Registered

Public Accounting Firm X

31 Section 302 Certification

of CEO & CFO X

32 Section 906 Certification

of CEO & CFO X

99.1.1 Audit Committee Charter X 10K 05/05/2009

99.1.2 Compensation Committee Charter X 10K 05/05/2009

Signature:

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

Shandong Zhouyuan Seed and Nursery Co., Ltd

Dated: May 19, 2009 By: /s/ Zhigang Wang

------------------------

Zhigang Wang, CEO

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name Title Date

/s/Zhigang Wang CEO May 19, 2009

Zhigang Wang

/s/Yiqun Liu CFO May 19, 2009

Yiqun Liu

/s/Jian Zhou Vice Chairman May 19, 2009

Jian Zhou

/s/Zhicheng Wang Director May 19, 2009

Zhicheng Wang

/s/ChiMing Chen Director May 19, 2009

ChiMing Chen

/s/Chi Tai Director May 19, 2009

Chi Tai

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