##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-KSB/A
 AMENDMENT NO. 1
 þ
    
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2007
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 For the transition period from   to
 Commission file number 001-33537
 CHINA SHENGHUO PHARMACEUTICAL HOLDINGS, INC.
 (Exact name of small business issuer as specified in its charter)
 Delaware
    
    20-2903562(State or other jurisdiction 
of incorporation)
    
    (IRS Employer Identification No.)
 
 (Address of principal executive offices) (Zip Code)
   (Issuers telephone number)
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredCommon Stock, $0.0001 par value
    
    American Stock Exchange
   o
 þ o
 o
 o þ
    o þ




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TABLE OF CONTENTS  EXPLANATORY NOTEPART IIIITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACTITEM 10. EXECUTIVE COMPENSATIONITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERSITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 13. EXHIBITSITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESSIGNATURESEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION    Table of Contents  
 EXPLANATORY NOTE
   
 PART III
 
 ITEM 9.
    
    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE
EXCHANGE ACT
 Executive Officers, Directors and Key Employees
  Name
    
    Age
    
    PositionGui Hua Lan
    
    
    65
    
    
    Chief Executive Officer and Chairman of the BoardFeng Lan
    
    
    35
    
    
    President and DirectorLei Lan
    
    
    33
    
    
    Executive Director of SalesQiong Hua Gao
    
    
    41
    
    
    Chief Financial OfficerPeng Chen
    
    
    33
    
    
    Chief Technological OfficerZheng Yi Wang
    
    
    62
    
    
    Executive Director of Exports, Corporate
Secretary and DirectorYunhong Guan
    
    
    39
    
    
    DirectorMingyang Liao
    
    
    57
    
    
    DirectorGene Michael Bennett
    
    
    60
    
    
    Director
 Gui Hua Lan
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Feng Lan
 Lei Lan
 Qiong Hua Gao
 Peng Chen
 Zheng Yi Wang
 Yunhong Guan
 2




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##### Table of Contents



Mingyang Liao
 Gene Michael Bennett
 Family Relationships
  Involvement in Certain Legal Proceedings
  Section 16(a) Beneficial Ownership Reporting Compliance
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Code of Ethics
  The Board of Directors and Committees
 Board Composition
  Audit Committee
  
    
    The appointment, replacement, compensation, and oversight of work
of the independent auditor, including resolution of disagreements
between management and the independent auditor regarding financial
reporting, for the purpose of preparing or issuing an audit report
or performing other audit, review or attest services.
    
    Reviewing and discussing with management and the independent
auditor various topics and events that may have significant
financial impact on our company or that are the subject of
discussions between management and the independent auditors.
  
    
    The design, review, recommendation and approval of compensation
arrangements for our directors, executive officers and key
employees, and for the administration of any equity incentive
plans, including the approval of grants under any such plans to
our employees, consultants and directors.
    
    The review and determination of compensation of our executive
officers, including our Chief Executive Officer.
    
    The selection of director nominees, the approval of director
nominations to be presented for shareholder approval at our annual
general meeting and filling of any vacancies on our board of
directors, the consideration of any nominations of director
candidates validly made by shareholders, and the review and
consideration of developments in corporate governance practices.
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ITEM 10.
    
    EXECUTIVE COMPENSATION
 Executive Compensation
  Annual CompensationName and Position
    
    Year
    
    Salary($)
    
    Bonus ($)
    
    Total($)Gui Hua Lan
    
    
    2007
    (1)
    
    $
    12,808
    
    
    $
    2,112
    
    
    $
    14,920Chief Executive Officer and
    
    
    2006
    (2)
    
    $
    7,656
    
    
    $
    1,531
    
    
    $
    9,187Chairman of the BoardRichard Rappaport(3)
    
    
    2007
    
    
    
    
    
    
    
    
    
    
    
    Former President and Director
    
    
    2006
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    For the fiscal year ended December 31, 2007, annual compensation was equal to a salary of 90,936.80 Renminbi (RMB) (approximately $12,808) and bonus of RMB 14,995.20 (approximately $2,112), for a total annual compensation of RMB 105,932 (approximately $14,920).(2)
    
    For the fiscal year ended December 31, 2006, annual compensation was equal to a salary of RMB 59,717 (approximately $7,656) and bonus of RMB 11,942 (approximately $1,531), for a total annual compensation of RMB 71,659 (approximately $9,187).(3)
    
    Mr. Rappaport resigned from all positions with the Company upon the close of the Share Exchange
on August 31, 2006. Grants of Plan-Based Awards in 2007
  Outstanding Equity Awards at 2007 Fiscal Year-End
  Option Exercises and Stock Vested in Fiscal 2007
  Employment Agreements
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Director Compensation
 Change inPension ValueNon-Equity
    
    and NonqualifiedFees Earned or
    
    Stock
    
    Option
    
    Incentive Plan
    
    Deferred
    
    All OtherPaid in Cash
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    Compensation
    
    TotalName
    
    ($)
    
    ($)
    
    ($)
    
    ($)
    
    Earnings
    
    ($)
    
    ($)Gui Hua Lan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Feng Lang
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Zheng Yi Wang
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Yunhong Guan(1)
    
    
    2,762
    (4)
    
    
    
    
    
    
    9,984
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,746Mingyang Liao(2)
    
    
    2,762
    (4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,762Gene Michael
Bennett(3)
    
    
    10,000
    
    
    
    
    
    
    
    9,984
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,984
 
 (1)
    
Under the terms of the Independent Directors Agreement with Yunhong Guan (the Guan
Agreement), Mr. Guan will receive an annual compensation of RMB 42,000 (approximately
$5,524), or RMB 3,500 (approximately $460) per month. In addition, Mr. Guan has received a
five-year warrant to purchase 3,000 shares of our common stock at an exercise price of $3.50 per
share. Mr. Guan will also receive 3,000 options to purchase shares of our common stock on an annual
basis once the Company adopts a stock option plan. No options have been granted as of December 31, 2007.(2)
    
Under the terms of the Independent Directors Agreement with Mingyang Liao (the Liao
Agreement), Mr. Liao will receive an annual compensation of RMB 42,000 (approximately
$5,524), or RMB 3,500 (approximately $460) per month.(3)
    
    Under the terms of the Independent Directors Agreement with Gene Michael Bennett (the Bennett
Agreement), Mr. Bennetts annual compensation from us will be $12,000 for service as a member of
our Board of Directors and $8,000 for service as a member of the Audit Committee. Mr. Bennett has
received a five-year warrant to purchase 3,000 shares of our common stock at an exercise price of
$3.50 per share. Mr. Bennett will also receive 3,000 options to purchase shares of our common stock
on an annual basis once the Company adopts a stock option plan. No options have been granted as of December 31, 2007. The Bennett Agreement also provides that Mr. Bennett will receive $1,000 for each board
meeting he attends in person.(4)
    
    Total amount of fees paid in cash is equal to RMB 21,000 (approximately $2,762). Indemnifications of Directors And Executive Officers And Limitations of Liability
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
    
    indemnify officers and directors against certain liabilities that
may arise because of their status as officers or directors;
    
    advance expenses, as incurred, to officers and directors in
connection with a legal proceeding, subject to limited exceptions;
or
    
    obtain directors and officers insurance.
  
 ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
 EQUITY COMPENSATION PLAN INFORMATION
  BENEFICIAL OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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##### Table of Contents




    
    Each person known to be the beneficial owner of 5% or more of the
outstanding common stock of our company;
    
    Each executive officer;
    
    Each director; and
    
    All of the executive officers and directors as a group.
  Name and Address
    
    
    
    Beneficially
    
    Percent of Classof Beneficial Owner
    
    Title
    
    Owned
    
    Beneficially OwnedDirectors and Executive OfficersGui Hua Lan
    

Chief
Executive Officer and
Chairman of the Board
    
    
    15,213,000
    (1)
    
    
    77.3
    %Feng Lan
    
    President and Director
    
    
    15,213,000
    (1)
    
    
    77.3Qiong Hua Gao
    
    Chief Financial Officer
    
    
    
    (2)
    
    Lei Lan
    
    Executive Director of Sales
    
    
    
    (2)
    
    Peng Chen
    
    Chief Technological Officer
    
    
    15,213,000
    (3)
    
    
    77.3Zheng Yi Wang
    
    Executive Director of
Exports,
Corporate Secretary and
Director
    
    
    15,213,000
    (1)
    
    
    77.3Yunhong Guan
    
    Director
    
    
    3,000
    (4)
    
    
    *Mingyang Liao
    
    Director
    
    
    
    
    
    Gene Michael Bennett
    
    Director
    
    
    3,000
    (4)
    
    
    *Officers and Directors as a
Group (total of 9 persons)
    
    
    
    
    15,219,000
    (1)
    
    
    77.35% or more StockholdersLans International Medicine
Investment Co., Limited
    
    
    
    
    15,213,000
    (1)
    
    
    77.3
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*
    
    Less than 1%.(1)
    
    Represents shares of common stock in the Company held by LIMI, of which Gui Hua Lan, Feng Lan and Zheng Yi Wang
are directors and have voting and investment control over the shares
owned by LIMI. In addition, Gui Hua Lan, Feng Lan and Zheng Yi Wang
own 62.2%, 5.0% and 1.3%, respectively, of LIMIs issued and
outstanding shares. Each of the foregoing persons disclaims beneficial
ownership of the shares held by LIMI except to the extent of his
pecuniary interest.(2)
    
    Excludes shares of common stock of the Company held by LIMI. Lei Lan
and Qiong Hua Gao own 9.2% and 1.3%, respectively, of LIMIs issued
and outstanding shares; however, Mr. Lan and Ms. Gao do not have
voting and investment control over the shares of the Companys common
stock held by LIMI.(3)
    
    Represents shares of common stock in the Company held by LIMI. Mrs.
Chen is the spouse of Feng Lan, who is a director of LIMI. Mrs. Chen
may therefore be deemed to be the beneficial owner of the shares held
by LIMI. Mrs. Chen disclaims beneficial ownership of the shares held
by LIMI except to the extent of her pecuniary interest.(4)
    
    Represents 3,000 shares of common stock that are subject to a warrant
and are exercisable within 60 days of the data of this report. 
 ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 Kunming Shenghuo Pharmaceutical (Group) Co., Ltd.
  August 2006 Share Exchange
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WestPark Capital, Inc. and SRKP 8, Inc.
   Sale of Technology from Nanguo to Shenghuo China
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Purchase of Interests in Subsidiaries
  August 2007 Guarantee
  Loans to and from Insiders
  Independent Director Agreements
    DIRECTOR INDEPENDENCE
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ITEM 13. EXHIBITS
 ExhibitNo.
    
    Description2.1
    
    Share Exchange Agreement, dated as of June 30, 2006, by and among
the Company, Kunming Shenghuo Pharmaceutical (Group) Co., Ltd.,
and Lans International Medicine Investment Co., Limited
(incorporated by referenced from Exhibit 2.1 to the Quarterly
Report on Form 10-QSB filed with the Securities and Exchange
Commission on July 28, 2006).2.1(a)
    
    Amendment No. 1 to the Share Exchange Agreement, dated as of
August 11, 2006, by and among the Company, Kunming Shenghuo
Pharmaceutical (Group) Co., Ltd., and Lans International Medicine
Investment Co., Limited (incorporated by reference from Exhibit
2.1(a) to the Registration Statement on Form SB-2 filed with the
Securities and Exchange Commission on December 21, 2006).2.1(b)
    
    Amendment No. 2 to the Share Exchange Agreement, dated as of
August 28, 2006, by and among the Company, Kunming Shenghuo
Pharmaceutical (Group) Co., Ltd., and Lans International Medicine
Investment Co., Limited (incorporated by reference from Exhibit
2.1(b) to Current Report on Form 8-K filed with the Securities and
Exchange Commission on September 1, 2006).3.1
    
    Certificate of Incorporation of the Company (incorporated by
reference from Exhibit 3.1 to Registration Statement on Form 10-SB
filed with the Securities and Exchange Commission on August 3,
2005).3.2
    
    Bylaws of the Company (incorporated by reference from Exhibit 3.2
to Registration Statement on Form 10-SB filed with the Securities
and Exchange Commission on August 3, 2005, and incorporated herein
by reference).3.3
    
    Articles of Merger Effecting Name Change (incorporated by
reference from Exhibit 3.3 to Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 1, 2006).10.1
    
    Form of Subscription Agreement dated August 31, 2006 (incorporated
by reference from Exhibit 10.1 to Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 1, 2006).10.2*
    
    Employment Agreement dated December 3, 2004 by and between Gui Hua
Lan and the Company (translated to English) (incorporated by
reference from Exhibit 10.2 to Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 1, 2006).10.3*
    
    Employment Agreement dated December 3, 2004 by and between Feng
Lan and the Company (translated to English) (incorporated by
reference from Exhibit 10.3 to Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 1, 2006).10.4*
    
    Employment Agreement dated December 3, 2004 by and between Lei Lan
and the Company (translated to English) (incorporated by reference
from Exhibit 10.4 to Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 1, 2006).10.5*
    
    Employment Agreement dated December 3, 2004 by and between Qiong
Hua Gao and the Company (translated to English) (incorporated by
reference from Exhibit 10.5 to Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 1, 2006).10.6*
    
    Employment Agreement dated December 3, 2004 by and between Peng
Chen and the Company (translated to English) (incorporated by
reference from Exhibit 10.6 to Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 1, 2006).10.7*
    
    Employment Agreement dated December 3, 2004 by and between Zheng
Yi Wang and the Company (translated to English) (incorporated by
reference from Exhibit 10.7 to Current Report on Form 8-K filed
with the Securities and Exchange Commission on September 1, 2006).10.8
    
    Joint Establishment Agreement of Kunming Beisheng Science &
Technology Development Co., Ltd. dated January 1, 2006 entered
into by and between the Company and Beijing University Shijia
Research Center (translated to English) (incorporated by reference
from Exhibit 10.8 to the Registration Statement on Form SB-2 filed
with the Securities and Exchange Commission on December 21, 2006).
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ExhibitNo.
    
    Description10.9
    
    Joint Venture Agreement for Kunming Shenghuo Pharmaceutical Group
Co., Ltd. dated May 22, 2006 entered into by and between Lans
International Medicine Investment Co., Limited and SDIC Venture
Capital Investment, Co., Ltd. (translated to English)
(incorporated by reference from Exhibit 10.9 to the Registration
Statement on Form SB-2 filed with the Securities and Exchange
Commission on December 21, 2006).10.10
    
    Form of Lock Up Agreement for Investors in the August 2006 Private
Placement (incorporated by reference from Exhibit 10.10 to the
Registration Statement on Form SB-2 filed with the Securities and
Exchange Commission on December 21, 2006).10.11
    
    Loan Agreement, by and between the Company and Shuang Long Branch
of Agricultural Bank of China
(incorporated by reference from Exhibit 10.1 to the Quarterly
Report on Form 10-QSB filed with the Securities and Exchange
Commission on November 15, 2007).10.12*
    
    Form of Independent Directors Agreement, entered into by the
Company with each of Gene Michael Bennett, Mingyang Liao, and
Yunhong Guan (incorporated by reference from Exhibit 10.1 to the
Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2007).10.13*
    
    Form of Warrant Agreement, entered into by the Company with each
of Gene Michael Bennett and Yunhong Guan (incorporated by
reference from Exhibit 10.2 to the Current Report on Form 8-K
filed with the Securities and Exchange Commission on September 26,
2007).10.14
    
    Form of Warrant to be issued to be issued to the Underwriter,
entered into by the Company and Westpark Capital Inc.
(incorporated by reference from Exhibit 4.1 to the Registration
Statement on Form SB-2 filed with the Securities and Exchange
Commission on June 11, 2007).14.1**
    
    China Shenghuo Pharmaceutical Holdings, Inc. Code of Business
Conduct and Ethics (incorporated by reference from Exhibit 99.1 to
the Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 12, 2007).21.1
    
    List of Subsidiaries (incorporated by reference from Exhibit 21.1
to the Registration Statement on Form SB-2  on Form S-3 filed with the
Securities and Exchange Commission on September 18, 2007).23.1
    
    Consent of Hansen, Barnett & Maxwell, P.C. (incorporated by reference from Exhibit 23.1 to the Annual Report on Form 10-KSB
for the fiscal year ended December 
31, 2007, filed with the Securities and Exchange Commission on March 31, 2008).31.1
    
    Rule 13a-14(a) Certification of the Chief Executive Officer of China Shenghuo Pharmaceutical Holdings, Inc. in accordance with
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    Rule 13a-14(a) Certification of the Chief Financial Officer of China Shenghuo Pharmaceutical Holdings, Inc. in accordance with
Section 302 of the Sarbanes-Oxley Act of 2002.32.1**
    
    Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer of
China Shenghuo Pharmaceutical Holdings, Inc. in accordance with Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Indicates management contract or compensatory plan or arrangement.**
    
    This exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that
Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made
before or after the date hereof and irrespective of any general incorporation language in any filings. 13




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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Fees for the Year Ended December 31Services
    
    2007
    
    2006Audit fees
    
    $
    282,433
    
    
    $
    182,700Audit-related fees
    
    
    
    
    
    
    Tax fees
    
    
    
    
    
    
    All other fees
    
    
    
    
    
    
    Total audit and non-audit fees
    
    $
    282,433
    
    
    $
    182,700
 
 Audit Fees. Consists of fees billed for professional services rendered for the audits of the
Companys    Pre-Approval Policies and Procedures
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SIGNATURES
  CHINA SHENGHUO PHARMACEUTICAL HOLDINGS, INC.
(Company)April 28, 2008
    By:
    /s/ Gui Hua LanGui Hua LanChief Executive Officer and Chairman of the Board  /s/ Gui Hua LanDate: April 28, 2008
    
    Gui Hua Lan, Chief Executive Officer and
Chairman of the Board (Principal Executive Officer)/s/ Qiong Hua GaoDate: April 28, 2008
    
    Qiong Hua Gao, Chief Financial Officer
(Principal Financial and Accounting Officer)/s/ Feng LanDate: April 28, 2008
    
    Feng Lan, President and Director/s/ Zheng Yi WangDate: April 28, 2008
    
    Zheng Yi Wang, Executive Director of Exports,
Corporate Secretary and Director/s/ Yunhong GuanDate: April 28, 2008
    
    Yunhong Guan, Director/s/ Mingyang LiaoDate: April 28, 2008
    
    Mingyang Liao, Director/s/ Gene Michael BennettDate: April 28, 2008
    
    Gene Michael Bennett, Director