PROPOSAL NO. 1 - ELECTION OF DIRECTORS

The Board of Directors proposes the election of all of the following nominees as members of the Board of Directors, each to serve until the next annual meeting of stockholders held to elect directors and until their successors are elected and qualified.

Qiong Wang, 42, Chairman and Chief Executive Officer of Bodisen and Yang Ling - Mrs. Qiong Wang has served as the Chairman of the Board of Bodisen since February 2004 and she has been on the board of Yang Ling since Yang Ling was founded in August 2001. Mrs. Qiong Wang has over 10 years experience in the fertilizer and chemical industry. From 1997 to May 2001, she was the Chief Executive Officer and President of Shaanxi Bodisen Chemical Co., Ltd., which changed its name to Bodisen International, Inc. on August 31, 2001. From May 1996 to December 1997, she was the President of Yang Ling Kangyuan Agricultural Chemical Company, a company dedicated to the research and development of agricultural products. Mrs. Qiong Wang graduated from North-West Agronomy College, with a Bachelor of Science degree in 1986.

Bo Chen, 49, Director and President of Bodisen and Yang Ling - Mr. Chen, the President of Bodisen, is one of its original founders and stockholders. From August 1997 to August 2001, Mr. Bo Chen was Chief Operations Officer and Chief Technology Officer of Shaanxi Bodisen Chemical Co., Ltd. From July 1994 to December 1997, he was the Chief Executive Officer and President of Yang Ling Shikanglu Chemurgical Technology Development Co., Ltd. Mr. Chen received his Bachelor of Science degree from Shaanxi Normal College in July 1984.

Patrick McManus, 52, Director of Bodisen - Mr. Patrick McManus, CPA, J.D joined Bodisen’s Board of Directors on May 1, 2004 as an independent board member. Mr. McManus brings over 25 years of experience in business, finance and law to Bodisen. He was elected Mayor of the City of Lynn, Massachusetts in 1992 and served in this position until his retirement to the private practice of law and accounting in 2002. While serving the City of Lynn as its Mayor, he was elected a member and trustee of the Executive Committee of the U.S. Conference of Mayors (USCM) with responsibility for developing policy for the USCM. He also served as the Chairman of the USCM Science and Technology Subcommittee, the Urban Water Council, and the USCM Audit Committee. Mayor McManus started his career in business with the General Electric Company in 1979, and was a Professor of Business and Finance at Salem State College in Massachusetts. Mayor McManus is an expert on China. He was instrumental in establishing a close alliance as well as coordinating a regular exchange of visits by members of the U.S. Conference of Mayors and the China Association of Mayors. Mr. McManus has been a Certified Public Accountant since 1985. Mr. McManus received his Juris Doctorate from Boston College Law School and an MBA from Suffolk University.

David Gatton, 53, Director of Bodisen - Mr. Gatton joined Bodisen’s Board of Directors on May 1, 2004 as an independent board member. Since 1985 Mr. Gatton has served as the Chairman and President of Development Initiatives, Inc, a Washington, DC-based government relations firm specializing in urban affairs, business development and marketing, serving a variety of public and private clients. Mr. Gatton advises cities, organizations, and companies on business development strategies, public/private partnerships and marketing initiatives. He has advised various organizations on tax reform, economic development initiatives and a variety of environmental laws, including the reauthorization of the following Acts of the United States: the Clean Water Act, the Safe Drinking Water Act, the Resource Conservation and Recovery Act, Superfund and the Clean Air Act. Some of Mr. Gatton’s major accomplishments include: development of U.S. Sino Memorandum of Cooperation between U.S. and China Association of Mayors, development of a national brownfield redevelopment initiative, development of several multifamily low- and moderate-income housing developments, business development strategies for various private firms, and assistance in development of economic development projects for numerous cities. Mr. Gatton holds a B.A. from Cornell College, and a Master’s degree from Harvard University.

Linzhang Zhu, 56, Director of Bodisen – Mr. Zhu joined Bodisen’s Board of Directors as an independent board member following the resignation of Weirui Wan on October 31, 2006. Mr. Zhu was the Vice-Chairman of the Yangling government from December 1997 until 2000. Mr. Zhu was appointed as Chairman of the Yangling government on Dec. 2000 and was retired on Oct. 2006. Mr. Zhu received a degree from China Center Cadre Training Institute in 1993.

RECOMMENDATION AND VOTE REQUIRED

The affirmative vote of the plurality of the shares as of the Record Date that are represented at the Annual Meeting will determine the 5 persons who are elected to the Board of Directors. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH NOMINEE AS A DIRECTOR.

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PROPOSAL NO. 2 - RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed Kabani & Company, Inc. as our independent auditors for the 2006 fiscal year. A representative from Kabani & Company, Inc. is not expected to be present at the Annual Meeting, but has been invited to attend and to respond to appropriate questions from stockholders and to make a statement if such representative desires to do so.

Fees of Independent Auditor

Aggregate fees billed to us by Kabani & Company, Inc. during the fiscal years ended December 31, 2005 and 2004 were:

			2005			2004
	Audit Fees		$	86,500		$	40,500
	Audit-Related Fees		$	15,000		$	0
	Tax Fees		$	0		$	0
	All Other Fees		$	0		$	0
	TOTAL		$	101,500		$	40,500

The Audit Fee for financial statements for the year ended December 31, 2005 was paid in 2006. The Audit-Related Fees include fees for the auditors’ review of our registration statements on Form SB-2.

Audit Fees

This category includes aggregate fees billed by our independent auditors for the audit of our annual financial statements, audit of management’s assessment and effectiveness of internal controls over financial reporting, review of financial statements included in our quarterly reports on Form 10-QSB and services that are normally provided by the auditor in connection with statutory and regulatory filings for those fiscal years.

Audit-Related Fees

This category consists of services by our independent auditors that, including accounting consultations on transaction-related matters, are reasonably related to the performance of the audit or review of our financial statements and are not reported above under Audit Fees.

Tax Fees

This category consists of professional services rendered for tax compliance and preparation of our corporate tax returns and other tax advice.

All Other Fees

There are no other fees to disclose.

The Audit Committee reviewed and approved all audit and non-audit services provided by Kabani & Company, Inc. and concluded that these services were compatible with maintaining its independence. The Audit Committee approved the provision of all non-audit services by such firm.

Pre-approval Policies and Procedures

In accordance with the SEC’s auditor independence rules, the Audit Committee has established the following policies and procedures by which it approves in advance any audit or permissible non-audit services to be provided to the Company by its independent auditor.

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Prior to the engagement of the independent auditor for any fiscal year’s audit, management submits to the Audit Committee for approval lists of recurring audit, audit-related, tax and other services expected to be provided by the auditor during that fiscal year. The Audit Committee adopts pre-approval schedules describing the recurring services that it has pre-approved, and informs on a timely basis, and in any event by the next scheduled meeting, of any such services rendered by the independent auditor and the related fees.

The fees for any services listed in a pre-approval schedule are budgeted, and the Audit Committee requires the independent auditor and management to report actual fees versus the budget periodically throughout the year. The Audit Committee will require additional pre-approval if circumstances arise where it becomes necessary to engage the independent auditor for additional services above the amount of fees originally pre-approved. Any audit or non-audit service not listed in a pre-approval schedule must be separately pre-approved by the Audit Committee on a case-by-case basis.

Every request to adopt or amend a pre-approval schedule or to provide services that are not listed in a pre-approval schedule must include a statement by the independent auditor as to whether, in its view, the request is consistent with the SEC’s rules on auditor independence.

The Audit Committee will not grant approval for:

• any services prohibited by applicable law or by any rule or regulation of the SEC or other regulatory body applicable to the Company;
   
• provision by the independent auditor to the Company of strategic consulting services of the type typically provided by management consulting firms; or
    
• the retention of the independent auditor in connection with a transaction initially recommended by the independent auditor, the tax treatment of which may not be clear under the Internal Revenue Code and related regulations and which it is reasonable to conclude will be subject to audit procedure during an audit of the Company’s financial statements.

Tax services proposed to be provided by the auditor to any director, officer or employee of the Company who is in an accounting role or financial reporting oversight role must be approved by the Audit Committee on a case-by-case basis where such services are to be paid for the by the Company, and the Audit Committee will be informed of any services to be provided to such individuals that are not to be paid for by the Company.

In determining whether to grant pre-approval of any non-audit services in the “all other” category, the Audit Committee will consider all relevant facts and circumstances, including the following four basic guidelines:

• whether the service creates a mutual or conflicting interest between the auditor and the Company;
   
• whether the service places the auditor in the position of auditing his or her own work;
    
• whether the service results in the auditor acting as management or and employee of the Company; and
   
• whether the service places the auditor in a position of being an advocate for the Company. 

RECOMMENDATION AND VOTE REQUIRED

Ratification of the appointment of the independent public accountants requires the affirmative vote of a majority of the shares present or represented by proxy at the Annual Meeting, provided a quorum exists. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT PUBLIC ACCOUNTANTS.

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OTHER BUSINESS

The Board of Directors does not presently intend to bring any other business before the meeting, and, so far as is known to the Board of Directors, no matters are to be brought before the meeting except as specified in the notice of annual meeting of stockholders. If any other matters properly come before the meeting, it is intended that the shares represented by proxies will be voted in accordance with the judgment of the persons voting the proxies.

GENERAL INFORMATION

Unless contrary instructions are indicated on the proxy, all shares of common stock represented by valid proxies received pursuant to this solicitation (and not revoked before they are voted) will be voted FOR each of the nominees identified in the Proxy Statement with respect to Proposal No. 1. The Board of Directors knows of no business other than that set forth above to be transacted at the meeting, but if other matters requiring a vote of the stockholders arise, the persons designated as proxies will vote the shares of common stock represented by the proxies in accordance with their judgment on such matters. If a stockholder specifies a different choice on the proxy, his or her shares of common stock will be voted in accordance with the specifications so made.

A list of the Company’s stockholders of record at the close of business on November 27, 2006, will be available at the Annual Meeting and during the ten days prior thereto, at Two Embarcadero Center, Suite 2000, San Francisco, CA 94111.

HOUSEHOLDING INFORMATION

Only one proxy statement is being delivered to multiple security holders sharing an address, having received prior notice of our intent to deliver one report per address, unless the Company received contrary instructions from one or more of the security holders.

If you and other stockholders of the Company with whom you share an address currently receive multiple copies of annual reports and/or proxy statements, or if you hold stock in more than one account and, in either case, you wish to receive only a single copy of the proxy for your household, please call the Company at +862987074957 or mail a request to the Company at Bodisen Biotech, Inc., North Part of Xinquia Road, Yang Ling AG, High-Tech Industries Demonstration Zone, Yang Ling, People’s Republic of China 712100, with the names in which all accounts are registered and the name of the account for which you wish to receive mailings.

If you only receive a single copy of the proxy for your household and wish to receive a separate copy of the annual report or proxy statement, or if you wish to receive separate copies of future annual reports and/or proxy statements, please call the Company at +862987074957 or mail a request to the Company at Bodisen Biotech, Inc., North Part of Xinquia Road, Yang Ling AG, High-Tech Industries Demonstration Zone, Yang Ling, People’s Republic of China 712100. We will deliver the requested documents promptly upon your request.

IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. WE URGE YOU TO FILL IN, SIGN AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE PREPAID ENVELOPE, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.

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APPENDICES
 
Appendix A       –       Nominating Committee Charter

Appendix B       –       Audit Committee Charter
 
Appendix C       –       Compensation Committee Charter

	By order of the Board of Directors,
	Yongning Zhang
	Secretary

December 4, 2006

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Appendix A

BODISEN BIOTECH, INC.

Charter for the Nominating Committee
of the Board of Directors

Purpose

     The purpose of the Nominating Committee established pursuant to this charter will be to evaluate and identify individuals qualified to become members of the Board of Director and select the director nominees for the next annual meeting of shareholders. The Nominating Committee shall be committed to ensuring that the nominees for membership on the Board of Directors are of the highest possible caliber and are able to provide insightful, intelligent and effective guidance to the management of the Company

Membership

     The Nominating Committee will be comprised of up to three members of the Board. Such members will be elected and serve at the pleasure of the Board. The members of the Nominating Committee will not be employees of the corporation.

Meetings

     The Nominating Committee will hold at least two meetings per year and such additional meetings as determined by the Committee or its chairperson. A majority of the members of this Committee shall constitute a quorum for the transaction of business. The agenda of each Committee meeting shall be established by the chairperson with the assistance of appropriate members of management. Each Committee member is free to suggest the inclusion of items on the agenda. Each Committee member is free to raise at any Committee meeting subjects that are not on the agenda for that meeting.

Responsibilities

     The Nominating Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors from time to time prescribe.

	(a)		Identification of the requisite skills and characteristics to be found in individuals qualified to serve as members of the Board of Directors and utilization of such criteria in this Committee’s selection of new directors. The Committee will consider and evaluate candidates submitted by the Stockholders of the Company in accordance with the procedures set forth under Delaware General Corporation Law and such candidates should be evaluated utilizing the criteria described above for candidates identified by the Board of Directors.
	(b)		Recommend to the Board of Directors nominees for each Committee.
	(c)		Regularly reporting its activities to the Board.
	(d)		Evaluating the performance of this Committee.
	(e)		Performing such other responsibilities as may be delegated to it by the Board of Directors.

Reports

     The Nominating Committee will to the extent deemed appropriate record its summaries of recommendations to the Board in written form which will be incorporated as a part of the minutes of the Board of Directors. The Nominating Committee is not required to maintain written minutes of its meetings.

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Appendix B

BODISEN BIOTECH, INC.

Charter for the Audit Committee
of the Board of Directors

Purpose

     The purpose of the Audit Committee established pursuant to this charter will be to make such examinations as are necessary to monitor the corporate financial reporting and the internal and external audits of the corporation, to provide to the Board of Directors the results of its examinations and recommendations derived therefrom, to outline to the Board improvements made, or to be made, in internal accounting controls, to nominate independent auditors, and to provide the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters which require Board attention.

     In addition, the Audit Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors form time to time prescribe.

Membership and Power to Act

     The Audit Committee will be comprised of up to three members of the Board. Such members will be elected and serve at the pleasure of the Board. The members of the Audit Committee will not be employees of the corporation. No action of the Committee shall be valid unless taken pursuant to a resolution adopted and approved by at least two members of the Committee.

Meetings

     The Audit Committee will meet separately with the Chief Executive Officer and separately with the Chief Financial Officer of the corporation to review the financial affairs of the corporation. The Audit Committee will meet with the independent auditors of the corporation without any executive director present, at such times as it deems appropriate, to review the independent auditors’ examination and management report.

Responsibilities

     The responsibilities of the Audit Committee shall include:

	1.		Nominating the independent auditors;
	2.		Reviewing the plan for the audit and related services;
	3.		Reviewing audit results and financial statements;
	4.		Overseeing the adequacy of the corporation’s system of internal accounting controls and risk management systems, including obtaining from the independent auditors management letters or summaries on such internal accounting controls and risk management systems;
	5.		Overseeing the effectiveness of the internal audit function;
	6.		Overseeing compliance with the Foreign Corrupt Practices Act; and
	7.		Overseeing issues relating to disclosure of auditor’s services, audit committee membership and activities of audit committee members.

     In addition to the above responsibilities, the Audit Committee will undertake such other duties as the Board of Directors delegates to it.

Reports

     The Audit Committee will to the extent deemed appropriate record its summaries of recommendations to the Board in written form which will be incorporated as a part of the minutes of the Board of Directors. The Audit Committee is not required to maintain written minutes of its meetings.

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Appendix C

BODISEN BIOTECH, INC.

Charter for the Compensation Committee
of the Board of Directors

Purpose

     The purpose of the Compensation Committee established pursuant to this charter will be to make such examinations as are necessary to create and to implement appropriate compensation policies for the executive officers and such other employees of the Company as the Board shall deem appropriate, including performance-based and long-term compensation.

Membership and Power to Act

     The Compensation Committee will be comprised of up to three members of the Board of Directors. Such members will be elected by and serve at the pleasure of the Board.

     In the event that the Committee shall have more than two members and one or more members of the Committee are absent from a meeting of the Committee, the remaining members of the Committee (provided there are at least two such members), acting unanimously, shall have the power to take any action necessary or convenient to the efficient discharge of the foregoing. No action of the Committee shall be valid unless taken pursuant to a resolution adopted and approved by at least two members of the Committee. No employee-member of the Committee, if any, shall participate in any discussions or deliberations relating to such person's own compensation.

Meetings

     The Compensation Committee will meet at such times as it deems appropriate to review the compensation of the executive officers of the Company.

Responsibilities

	1.		To establish and review at least annually the Company's general compensation policies applicable to the Company's Chief Executive Officer and other executive officers, including the relationship of the Company's performance to executive compensation generally, and the Chief Executive Officer’s compensation in particular, and the bases for the Chief Executive Officer’s compensation. The Committee's power to establish and review annually the Company's compensation policies applicable to the Company's Chief Executive Officer and other executive officers shall be subject to any modification or veto made by the full Board in its discretion. The Company’s Chief Executive Officer shall not participate in any deliberations concerning his or her compensation;
	2.		To review and approve the level of compensation, including salaries, fees, benefits, executive incentive plans, and perquisites, of the Chief Executive Officer and the other executive officers of the Company;
	3.		To review and advise the Board concerning the performance of the Chief Executive Officer of the Company and of those other employees whose compensation is within the review jurisdiction of the Committee;
	4.		To review and advise the Board (and, if deemed appropriate by the Committee, retain consultants for the purpose of advising the Board) concerning regional and industry-wide compensation

 

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			practices and trends in order to assess the adequacy and competitiveness of the Company's executive compensation programs among comparable companies in the Company's industry;
	5.		To advise the Board concerning the administration of stock compensation plans that may be adopted by the Company from time to time including proposing the employees and parties who are to receive grants of stock or stock options and the terms of such grants;
	6.		To perform such other functions and have such other powers as may be necessary or convenient to the efficient discharge of the foregoing; and
	7.		To report to the Board of Directors regarding the foregoing from time to time, or whenever it shall be called upon to do so.

Reports

     The Compensation Committee will to the extent deemed appropriate record its summaries of recommendations to the Board in written form which will be incorporated as a part of the minutes of the Board of Directors. The Compensation Committee is not required to maintain written records of its meetings.

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BODISEN BIOTECH, INC. North Part of Xinquia Road, Yang Ling AG High-Tech Industries Demonstration Zone Yang Ling, People’s Republic of China 712100

VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Bodisen Biotech, Inc. in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Bodisen Biotech, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717.

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:	BODIS1	KEEP THIS PORTION FOR YOUR RECORDS
		DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

BODISEN BIOTECH, INC.

Vote on Directors

For All

Withhold All

For All Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

1.

To elect the following 5 nominees as members of the Board of Directors to hold office until the next annual meeting of stockholders and until their successors have been elected and qualified:

o

o

o

Nominees:

1.   Qiong Wang 2.   Bo Chen 3.   Patrick McManus 4.   David Gatton 5.   Linzhang Zhu

For

Against

Abstain

2.

To ratify the appointment of Kabani & Company, Inc. as the Company’s independent auditors.

o

o

o

3.

To transact any other business as may properly be presented at the annual meeting or any adjournment or postponement thereof.

o

o

o

Please sign exactly as the name or names appear(s) on your stock certificate(s). If the shares are issued in the names of two or more persons, all such persons should sign the proxy. A proxy executed by a corporation should be signed in its name by its authorized officers. Executors, administrators, trustees, and partners should indicate their titles when signing.

Yes

No

Please indicate if you plan to attend this meeting.

o

o

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

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BODISEN BIOTECH, INC.

ANNUAL MEETING OF STOCKHOLDERS

Wednesday, December 27, 2006

The undersigned hereby (a) acknowledges receipt of notice of the 2006 Annual Meeting of Stockholders, (b) appoints Qiong Wang, David Gatton and Patrick McManus, or any of them, each with full power of substitution, as the true and lawful attorneys, agents and proxy holders of the undersigned, to represent the undersigned at the Annual Meeting of Stockholders, to be held at Two Embarcadero Center, Suite 2000, San Francisco, CA 94111 on Wednesday, December 27, 2006 at 11:00 a.m. Pacific time, or any adjournments or postponements thereof, (c) authorizes each of them to vote the number of shares of Company common stock the undersigned would be entitled to vote if personally present on the matters set forth on the reverse side, and (d) revokes any proxies heretofore given.

     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
AND WILL BE VOTED AS DIRECTED. IN THE ABSENCE OF ANY DIRECTION,
THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR
THE BOARD OF DIRECTORS, THE RATIFICATION OF THE APPOINTMENT OF KABANI & COMPANY AS THE INDEPENDENT AUDITORS, AND THE TRANSACTION OF ANY OTHER BUSINESS AS MAY PROPERLY BE PRESENTED AT THE ANNUAL MEETING, LISTED ON THE REVERSE SIDE.

PLEASE SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED REPLY ENVELOPE.

(continued and to be signed on the reverse side)

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