**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-Q**


(Mark
      One)





x
            QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





**For
      the quarterly period ended September 30, 2008**





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
                ACT





For
      the
      transition period from ____________ to __________




Commission
      file number: **000-32253**




**HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY, INC.**


(Exact
      name of registrant as specified in its charter)





**Nevada**
            **87-0650264**(State
                or Other Jurisdiction of
            (I.R.S.
                Employer ofIncorporation
                or Organization)
            Identification
                No.)




16B/F
      Ruixin Bldg., No. 25 Gaoxin Road


Xi’an
      710075 Shaanxi Province, China


(Address
      of Principal Executive Offices Including Zip Code)




**86-29-8822
      4682**


(Registrant
      's telephone number, including area code)





N/A


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





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the 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 o





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 filero
            Accelerated
                fileroNon-accelerated
                filerx
            Smaller
                reporting companyo


(Do
      not
      check if a smaller reporting company)




Number
      of
      shares of Common Stock outstanding as of September 30, 2008, was 18,466,169
      shares of common stock, par value $0.018.





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


Yes o No x





HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY, INC.





INDEX




PART
                I.
            
            FINANCIAL
                INFORMATIONItem
                1.
            
            Financial
                StatementsCondensed
                Consolidated Balance Sheets as of September 30, 2008 (unaudited)
                and
                December 31, 2007 (audited)
            
            2Unaudited
                Condensed Consolidated Statements of Operations and Other Comprehensive
                Income for the Three and Nine Months Ended September 30, 2008 and
                2007
            
            3Unaudited
                Condensed Consolidated Statements of Cash Flows for the Nine Months
                Ended
                September 30, 2008 and 2007
            
            4Notes
                to Unaudited Condensed Consolidated Financial Statements as of September
                30, 2008
            
            5Item
                2.
            
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            
            13Item
                3.
            
            Quantitative
                and Qualitative Disclosures About Market Risk
            
            16Item
                4T.
            
            Controls
                and Procedures
            
            16PART
                II.
            
            OTHER
                INFORMATION
            
            17Item
                1.
            
            Legal
                Proceedings
            
            17Item
                1A.
            
            Risk
                Factors
            
            17Item
                2.
            
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            17Item
                3.
            
            Defaults
                Upon Senior Securities
            
            17Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            
            17Item
                5.
            
            Other
                Information
            
            17Item
                6.
            
            Exhibits
                and Reports on Form 8-K
            
            17SIGNATURES
            
            18








**SPECIAL
      NOTE REGARDING FORWARD—LOOKING STATEMENTS**




On
      one or
      more occasions, we may make forward-looking statements in this Quarterly Report
      on Form 10-Q regarding our assumptions, projections, expectations, targets,
      intentions or beliefs about future events. Words or phrases such as
“anticipates,” “may,” “will,” “should,” “believes,” “estimates,” “expects,”
“intends,” “plans,” “predicts,” “projects,” “targets,” “will likely result,”
“will continue” or similar expressions identify forward-looking statements.
      Readers are cautioned that these forward-looking statements are only predictions
      and are subject to risks, uncertainties, and assumptions that are difficult
      to
      predict, including those identified below, under “ *Part
      II — Other Information, Item 1A. Risk Factors* ”
and
      elsewhere herein. Therefore, actual results may differ materially and adversely
      from those expressed in any forward-looking statements. We undertake no
      obligation to publicly update or revise any forward-looking statements, whether
      as a result of new information, future events or otherwise. However, your
      attention is directed to any further disclosures made on related subjects in
      our
      subsequent annual and periodic reports filed with the Securities and Exchange
      Commission on Forms 10-K, 10-Q and 8-K and Proxy Statements on Schedule
      14A.




Unless
      the context requires otherwise, references to “we,” “us,” “our,” the “Company”
and “the Company” refer specifically to Huifeng Bio-Pharmaceutical Technology,
      Inc. and our subsidiaries.


1


**PART
      I. FINANCIAL INFORMATION**


**Item
      1. Financial Statements**




HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY, INC


AND
      SUBSIDIARIES


CONDENSED
      CONSOLIDATED BALANCE SHEETS


AS
      OF
      SEPTEMBER 30, 2008 AND DECEMBER 31, 2007





**September 30, 2008**
              **(Unaudited)**
            
            **December 31,**
              **2007 (Audited)****ASSETS****CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            1,192,148
            
            $
            2,219,694Accounts
                receivable, net of allowances
            
            
            3,359,819
            
            
            1,660,829Inventories
            
            
            4,874,980
            
            
            2,657,305Other
                assets
            
            
            356,868
            
            
            1,011,985Total
                Current Assets
            
            
            9,783,815
            
            
            7,549,813**PROPERTY
                AND EQUIPMENT, NET**
            
            
            4,869,050
            
            
            3,509,344**LAND
                USE RIGHTS, NET**
            
            
            149,375
            
            
            142,334**OTHER
                INTANGIBLE ASSETS, NET**
            
            
            875,261
            
            
            -**TOTAL
                ASSETS**
            
            $
            15,677,501
            
            $
            11,201,491**LIABILITIES
                AND STOCKHOLDERS' EQUITY****CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            1,301,713
            
            $
            93,126Other
                payables and accrued expenses
            
            
            804,167
            
            
            245,568Income
                tax and other tax payables
            
            
            617,059
            
            
            498,655Notes
                payable
            
            
            462,501
            
            
            295,320Due
                to stockholders
            
            
            -
            
            
            280,503Total
                Current Liabilities
            
            
            3,185,440
            
            
            1,413,172**LONG-TERM
                LIABILITIES**Convertible
                notes payable (net of unamortized discount of $403,867 and due on
                December
                31, 2009)
            
            
            1,596,133
            
            
            1,353,814**TOTAL
                LIABILITIES**
            
            
            4,781,573
            
            
            2,766,986**COMMITMENTS
                AND CONTINGENCIES**
            
            
            -
            
            
            -**MINORITY
                INTERESTS**
            
            
            708,807
            
            
            461,826**STOCKHOLDERS'
                EQUITY**Preferred
                stock ($0.001 par value, 5,000,000 shares authorized, none issued
                and
                outstanding)
            
            
            -
            
            
            -Common
                stock ($0.018 par value, 100,000,000 shares authorized, 18,466,169
                shares
                issued and outstanding as of September 30, 2008 and December 31,
                2007)
            
            
            332,388
            
            
            332,388Additional
                paid-in capital
            
            
            8,344,947
            
            
            8,326,752Retained
                earnings (deficit)Unappropriated
            
            
            (205,131
            )
            
            (1,671,410
            )Appropriated
            
            
            219,964
            
            
            219,964Accumulated
                other comprehensive income
            
            
            1,494,953
            
            
            764,985Total
                Stockholders' Equity
            
            
            10,187,121
            
            
            7,972,679**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            $
            15,677,501
            
            $
            11,201,491




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


2





HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY, INC


AND
      SUBSIDIARIES


UNAUDITED
      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


AND
      COMPREHENSIVE INCOME





**For the Three**
            
            **For the Three**
            
            **For the Nine**
            
            **For the Nine****Months Ended**
            
            **Months Ended**
            
            **Months Ended**
            
            **Months Ended****September 30,**
              **2008**
            
            **September 30,**
              **2007**
            
            **September 30,**
              **2008**
            
            **September 30,**
              **2007****NET
                SALES**
            
            $
            3,534,623
            
            $
            1,945,975
            
            $
            8,886,065
            
            $
            4,954,122**COST
                OF SALES**
            
            
            (2,203,839
            )
            
            (1,430,755
            )
            
            (5,716,154
            )
            
            (3,462,644
            )**GROSS
                PROFIT**
            
            
            1,330,784
            
            
            515,220
            
            
            3,169,911
            
            
            1,491,478**OPERATING
                EXPENSES**Selling
                and distribution expenses
            
            
            56,705
            
            
            32,523
            
            
            148,603
            
            
            76,219General
                and administrative expenses
            
            
            261,728
            
            
            72,875
            
            
            891,544
            
            
            207,635Depreciation
                and amortization
            
            
            14,332
            
            
            11,714
            
            
            40,222
            
            
            35,532Total
                Operating Expenses
            
            
            332,765
            
            
            117,112
            
            
            1,080,369
            
            
            319,386**INCOME
                FROM OPERATIONS**
            
            
            998,019
            
            
            398,108
            
            
            2,089,542
            
            
            1,172,092**OTHER
                INCOME (EXPENSE)**Interest
                income
            
            
            12,027
            
            
            6,002
            
            
            16,400
            
            
            19,869Interest
                expense
            
            
            (152,508
            )
            
            (7,568
            )
            
            (438,483
            )
            
            (25,327
            )Other
                income
            
            
            98,058
            
            
            6,077
            
            
            262,623
            
            
            39,497Total
                Other Income (Expenses), net
            
            
            (42,423
            )
            
            4,511
            
            
            (159,460
            )
            
            34,039**INCOME
                FROM OPERATIONS BEFORE TAXES AND MINORITY
                INTERESTS**
            
            
            955,596
            
            
            402,619
            
            
            1,930,082
            
            
            1,206,131**INCOME
                TAX EXPENSE**
            
            
            (187,730
            )
            
            (66,824
            )
            
            (450,498
            )
            
            (199,981
            )**MINORITY
                INTERESTS**
            
            
            340
            
            
            (2,649
            )
            
            (13,305
            )
            
            25,826**NET
                INCOME**
            
            
            768,206
            
            
            333,146
            
            
            1,466,279
            
            
            1,031,976**OTHER
                COMPREHENSIVE INCOME**Foreign
                currency translation gain
            
            
            155,136
            
            
            98,962
            
            
            729,968
            
            
            252,634**COMPREHENSIVE
                INCOME**
            
            $
            923,342
            
            $
            432,108
            
            $
            2,196,247
            
            $
            1,284,610**Net
                income per share - basic**
            
            
            0.04
            
            
            0.02
            
            
            0.08
            
            
            0.06**Net
                income per share - diluted**
            
            
            0.04
            
            
            0.02
            
            
            0.07
            
            
            0.06Weighted
                average number of shares outstanding during the period - basic
            
            $
            18,466,169
            
            $
            18,466,169
            
            $
            18,466,169
            
            $
            18,466,169Weighted
                average number of shares outstanding during the period - diluted
            
            $
            20,466,169
            
            $
            18,466,169
            
            $
            20,466,169
            
            $
            18,466,169





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


3


HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC.


AND
      SUBSIDIARIES


CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)




**For the Nine**
              **Months Ended**
              **September 30,**
              **2008**
            
            **For the Nine**
              **Months Ended**
              **September 30,**
              **2007****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                income
            
            $
            1,466,279
            
            $
            1,031,976Adjusted
                to reconcile net income to cash (used in) provided by operating
                activities:Allowance
                for doubtful accounts - accounts receivable
            
            
            (5,713
            )
            
            (35,781
            )Depreciation
                and amortization - cost of sales
            
            
            319,552
            
            
            242,686Depreciation
                and amortization
            
            
            40,222
            
            
            35,532Amortization
                of discount on convertible notes
            
            
            115,007
            
            
            -Amortization
                of deferred financing costs
            
            
            127,313
            
            
            -Stock
                option issued to a legal counsel
            
            
            18,195
            
            
            -Minority
                interests
            
            
            13,305
            
            
            (25,826
            )Changes
                in operating assets and liabilities(Increase)
                decrease in:Accounts
                receivable
            
            
            (1,012,893
            )
            
            (211,182
            )Inventories
            
            
            (1,963,774
            )
            
            (1,619,088
            )Due
                from stockholders
            
            
            -
            
            
            24,580Other
                assets
            
            
            774,957
            
            
            611,801Increase
                (decrease) in:Accounts
                payable
            
            
            166,021
            
            
            6,004Other
                payables and accrued expenses
            
            
            264,368
            
            
            126,322Income
                tax and other taxes payable
            
            
            (69,883
            )
            
            162,444Due
                to stockholders
            
            
            (293,137
            )
            
            -Net
                cash (used in) provided by operating activities
            
            
            (40,181
            )
            
            349,468**CASH
                FLOWS FROM INVESTING ACTIVITIES**Decrease
                in notes receivable
            
            
            -
            
            
            325,701Purchase
                of property and equipment
            
            
            (1,438,289
            )
            
            (287,898
            )Net
                cash inflow from acquisition of subsidiary
            
            
            127,691
            
            
            -Net
                cash (used in) provided by investing activities
            
            
            (1,310,598
            )
            
            37,803**CASH
                FLOWS FROM FINANCING ACTIVITIES**Proceeds
                from note payable
            
            
            252,898
            
            
            31,266Net
                cash provided by financing activities
            
            
            252,898
            
            
            31,266**EFFECT
                OF EXCHANGE RATES ON CASH**
            
            
            70,335
            
            
            (35,860
            )**NET
                (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS**
            
            
            (1,027,546
            )
            
            382,677**CASH
                AND CASH EQUIVALENTS AT BEGINNING OF PERIOD**
            
            
            2,219,694
            
            
            463,468**CASH
                AND CASH EQUIVALENTS AT END OF PERIOD**
            
            $
            1,192,148
            
            $
            846,145**SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION**Cash
                paid during the period for:Income
                taxes
            
            $
            397,931
            
            $
            6,035Interest
                expenses
            
            $
            179,497
            
            $
            25,327




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


4


**HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC. AND SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2008 (UNAUDITED)**





**NOTE
      1 ORGANIZATION AND BASIS OF PRESENTATION**





Huifeng
      Bio-Pharmaceutical Technology Inc. (“Huifeng Bio-Pharmaceutical”) is a US-listed
      company that was incorporated in Nevada on March 16, 2000 under the name
“Enternet, Inc.” On May 23, 2002, the Articles of Incorporation were amended to
      change the name of the Company to “Secured Data, Inc.” On October 12, 2005, the
      Articles of Incorporation were amended to change the name of the Company to
      “Huifeng Bio-Pharmaceutical Technology Inc.”





Northwest
      Bio-Technic Inc. (“Northwest”) was incorporated in the British Virgin Islands
      (“BVI”) on June 25, 2004. Xi’an Huifeng Bio-Technic Inc. (previously Xi’an
      Huifeng Biochemistry Group Joint-Stock Company Limited and Xi’an Huifeng
      Biochemistry Joint-Stock Company Limited) (“Huifeng Bio-Technic”) was
      incorporated in the People's Republic of China (“PRC”) on January 20, 2000 as a
      company with limited liabilities and was restructured as a joint stock company
      on September 29, 2002 under the laws of the PRC. On March 4, 2005, Huifeng
      Bio-Technic was approved as a wholly owned foreign enterprise of Northwest.
      On
      April 20, 2005, the Articles of Incorporation were amended to change the name
      of
      Huifeng Biochemistry Joint-Stock Company Limited to Xian Huifeng Biochemistry
      Group Joint-Stock Company Limited. On February 22, 2006, Huifeng Bio-Technic
      changed its name to Xi’an Huifeng Bio-Technic Inc.





Huifeng
      Bio-Technic produces plant extracts and bio-chemical products used as
      pharmaceutical raw materials in the PRC and some European
      countries.





On
      August
      23, 2001, Huifeng Bio-Technic established a 70% owned subsidiary, Xi’an Huifeng
      Biochemistry Engineering Company Limited (“Huifeng Engineering”) in the PRC with
      a registered capital of $265,778. The subsidiary has no operations since its
      incorporation.





On
      June
      16, 2004 Huifeng Bio-Technic acquired an 86.7% interest in Baoji Jisen
      Pharmaceutical Company Limited, later renamed to Xi’an Huifeng Pharmaceutical
      Company Limited (“Huifeng Pharmaceutical”), a limited liability company in the
      PRC. On November 10, 2004 Huifeng Pharmaceutical increased its registered
      capital from $181,159 to $603,865. The increased registered capital was fully
      subscribed by a stockholder of the Company, diluting the Company's interest
      in
      Huifeng Pharmaceutical from 86.7% to 26%. On May 27, 2005 the PRC Government
      approved Huifeng Bio-Technic's increased investment in Huifeng Pharmaceutical
      from $31,401 to $1,685,990 through an increase in the registered capital of
      Huifeng Pharmaceutical from $603,865 to $2,258,454. The acquisition of Huifeng
      Pharmaceutical by Huifeng Bio-Technic was accomplished by increasing Huifeng
      Bio-Technic's interest in Huifeng Pharmaceutical from 26% to 80.2%. On April
      3,
      2007, Huifeng Pharmaceutical was renamed to Shaanxi Huifeng Pharmaceutical
      Company Limited.





On
      September 25, 2008, the Company’s subsidiary – Huifeng Bio-Technic entered
      into an exclusive contractual arrangement with Xi’an Qinba Xintong Medical
      Limited (“Qinba”). Pursuant to which Huifeng Bio-Technic agreed to provide
      exclusive management consulting and other general business operation services
      to
      Qinba in exchange of a service fee equal to 70% of Qinba’s total profit; the
      shareholders of Qinba pledged their equity interests in Qinba to Huifeng
      Bio-Technic and appointed a designee of Huifeng Bio-Technic to exercise on
      behalf of the shareholders’ voting rights in Qinba; the shareholders of Qinba
      irrevocably granted Huifeng Bio-Technic an exclusive option to purchase, to
      the
      extend permitted under the laws of the PRC, all or part of the equity interest
      in Qinba; and Huifeng Bio-Technic agreed to provide a loan of $291,754 to Qinba
      under the agreed terms for the purpose of financing Qinba’s increased working
      capital. The transaction has been closed and Qinba became a 70% variable
      interest entity of Huifeng Bio-Technic pursuant to FIN 46R “Consolidation of
      Variable Interest Entities.”





The
      accompanying unaudited condensed consolidated financial statements have been
      prepared in accordance with accounting principles generally accepted in the
      United States of America for interim financial information and pursuant to
      the
      rules and regulations of the Securities and Exchange Commission. Accordingly,
      they do not include all of the information and footnotes required by generally
      accepted accounting principles for complete financial statements.





It
      the
      opinion of management, the unaudited condensed consolidated financial statements
      contain all adjustments consisting only of normal recurring accruals considered
      necessary to present fairly the Company's consolidated financial position at
      September 30, 2008 and December 31, 2007, the consolidated results of operations
      for the three and nine months ended September 30, 2008 and 2007, and
      consolidated cash flows for the nine months ended September 30, 2008 and 2007.
      The consolidated results for the three and nine months ended September 30,
      2008
      are not necessarily indicative of the results to be expected for the entire
      fiscal year ending December 31, 2008. These consolidated financial statements
      should be read in conjunction with the consolidated financial statements and
      notes for the year ended December 31, 2007 appearing in the Company's annual
      report on Form 10-K as filed with the Securities and Exchange
      Commission.


5


**HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC. AND SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2008 (UNAUDITED)**





**NOTE
      2 USE OF ESTIMATES**





In
      preparing financial statements to conform with generally accepted accounting
      principles, management is required to make estimates and assumptions that affect
      the reported amounts of assets and liabilities and the disclosure of contingent
      assets and liabilities at the date of the financial statements and revenues
      and
      expenses during the reported period. Actual results could differ from those
      estimates.





**NOTE
      3 PRINCIPLES OF CONSOLIDATION**





The
      accompanying unaudited condensed consolidated financial statements as of
      September 30, 2008 include the financial statements of Huifeng
      Bio-Pharmaceutical and its 100% owned subsidiary Northwest, 100% owned
      subsidiary Huifeng Bio-Technic, 70% owned subsidiary Huifeng Engineering, 80.2%
      owned subsidiary Huifeng Pharmaceutical and 70% variable interest entity Qinba.





Variable
      interest entity (“VIE”) is that entity in which the Company, through contractual
      arrangements, bears the risks of, and enjoys the rewards normally associated
      with ownership of the entity, and therefore the Company is the primary
      beneficiary of this entity. In accordance with Interpretation No. 46R
      Consolidation of Variable Interest Entity (“FIN 46R”), the primary beneficiary
      is required to consolidate the VIE for financial reporting purposes.





Minority
      interests represent the minority stockholders' proportionate share of the
      profits of Huifeng Engineering and Huifeng Pharmaceutical.





All
      significant inter-company balances and transactions have been eliminated in
      consolidation.





**NOTE
      4 CASH AND CASH EQUIVALENTS**





For
      purposes of the cash flow statements, the Company considers all highly liquid
      investments with original maturities of three months or less at the time of
      purchase to be cash equivalents.





**NOTE
      5 STOCK-BASED COMPENSATION**





In
      December 2004, the Financial Accounting Standards Board (“FASB”) issued
      Statement of Financial Accounting Standards (“SFAS”) No. 123R, “Share-Based
      Payment”, a revision to SFAS No. 123, “Accounting for Stock-Based Compensation”,
      and superseding APB Opinion No. 25, “Accounting for Stock Issued to Employees”
and its related implementation guidance. In April 2008, the Company adopted
      SFAS
      123R, using a modified prospective application transition method, which
      establishes accounting for stock-based awards in exchange for consultancy
      services. Under this application, the Company is required to record stock-based
      compensation expense for all awards granted after the date of adoption and
      unvested awards that were outstanding as of the date of adoption. SFAS 123R
      requires that stock-based compensation cost is measured at grant date, based
      on
      the fair value of the award, and recognized in expense over the vesting
      period.





Common
      stock, stock options and warrants issued to other than employees or directors
      in
      exchange for services are recorded on the basis of their fair value, as required
      by SFAS No. 123R, which is measured as of the date required by EITF Issue 96-18,
      “Accounting for Equity Instruments That Are Issued to Other Than Employees for
      Acquiring, or in Conjunction with Selling, Goods or Services”. In accordance
      with EITF 96-18, the non-employee stock options or warrants are measured at
      their fair value by using the Black-Scholes option pricing model as of the
      earlier of the date at which a commitment for performance to earn the equity
      instruments is reached (“performance commitment date”) or the date at which
      performance is complete (“performance completion date”). The stock-based
      compensation expenses are recognized on a straight-line basis over the shorter
      of the period over which services are to be received or the vesting period.
      Accounting for non-employee stock options or warrants which involve only
      performance conditions when no performance commitment date or performance
      completion date has occurred as of reporting date requires measurement a the
      equity instruments then-current fair value. Any subsequent changes in the market
      value of the underlying common stock are reflected in the expense recorded
      in
      the subsequent period in which that change occurs.


6


**HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC. AND SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2008 (UNAUDITED)**





**NOTE
      6 INCOME TAXES**





The
      Company accounts for income taxes under the Statement of Financial Accounting
      Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under
      Statement 109, 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
      expected to apply to taxable income in the years in which those temporary
      differences are expected to be recovered or settled. Under Statement 109, 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. Huifeng
      Bio-pharmaceutical was incorporated in the United States and has incurred net
      operating loss as for income tax purposes for the nine months ended September
      30, 2008 and 2007.





Northwest,
      a wholly owned subsidiary of the Company, was incorporated in the British Virgin
      Islands and, under current laws of the British Virgin Islands, is not subject
      to
      tax on income or on capital gains.





Huifeng
      Bio-Technic, a wholly-owned subsidiary of Northwest, was incorporated in the
      PRC
      being registered as a new and high technology enterprise is entitled to an
      income tax reduction. According to the document of reductions approved by the
      local tax bureau, the income tax rate was reduced from 33% to 15% on a permanent
      basis. In March 2008, the local tax bureau adjusted the applicable tax rates
      of
      new and high technology enterprise to 18%, 20%, 22%, 24% and 25% for the years
      2008, 2009, 2010, 2011 and 2012 respectively. Provision for income tax expenses
      for the nine months ended September 30, 2008 and 2007 were $393,497 and $190,806
      respectively.





Huifeng
      Engineering, 70% owned subsidiary of Huifeng Bio-Technic, was incorporated
      in
      the PRC and subject to PRC income tax which is computed according to the
      relevant laws and regulations in the PRC. No provision for income tax expenses
      for the nine months ended September 30, 2008 and 2007 as Huifeng Engineering
      has
      incurred net operating loss.





Huifeng
      Pharmaceutical, 80.2% owned subsidiary of Huifeng Bio-Technic, was also
      incorporated in the PRC and subject to PRC income tax which is computed
      according to the relevant laws and regulations in the PRC. The applicable tax
      rates for the nine months ended September 30, 2008 and 2007 were 25% and 33%
      respectively. The provision for income tax expenses for the nine months ended
      September 30, 2008 and 2007 was $57,001 and $9,175 respectively.





**NOTE
      7 EARNINGS PER SHARE**





Basic
      income per share is computed by dividing income available to common stockholders
      by the weighted average number of common shares outstanding during the period.
      Diluted income per share is computed similar to basic income 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.





Warrants
      to purchase 500,000 shares of common stock at prices $1.50 per share and stock
      option to purchase 100,000 shares of common stock at price $1.50 per share
      were
      outstanding as of September 30, 2008, but were excluded from the calculation
      of
      diluted earnings per share because the effect of stock warrants and an option
      was anti-dilutive.





**NOTE
      8 BUSINESS SEGMENTS**





SFAS
      No.
      131 “Disclosures about Segments of an Enterprise and Related Information”
establishes standards for reporting information about operating segments on
      a
      basis consistent with the Company’s internal organization structure as well as
      information about geographical areas, business segments and major customers
      in
      financial statements. The Company’s operating segments are organized internally
      primarily by the type of services rendered. It is the management’s view that the
      services rendered by the Company are of two operating segments: pharmaceutical
      raw materials and pharmaceutical finished products.


7


**HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC. AND SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2008 (UNAUDITED)**





**NOTE
      9 RECENT ACCOUNTING PRONOUNCEMENTS**





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
      objective of SFAS 157 is to increase consistency and comparability in fair
      value
      measurements and to expand disclosures about fair value measurements. SFAS
      157
      defines fair value, establishes a framework for measuring fair value in
      generally accepted accounting principles, and expands disclosures about fair
      value measurements. SFAS 157 applies under other accounting pronouncements
      that
      require or permit fair value measurements and does not require any new fair
      value measurements. The provisions of SFAS No. 157 are effective for fair value
      measurements made in fiscal years beginning after November 15, 2007. The
      adoption of this statement did not have a material effect on the Company's
      future reported financial position or results of operations.





In
      February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
      No.
      159, “The Fair Value Option for Financial Assets and Financial Liabilities -
      Including an Amendment of FASB Statement No. 115”. This statement permits
      entities to choose to measure many financial instruments and certain other
      items
      at fair value. Most of the provisions of SFAS No. 159 apply only to entities
      that elect the fair value option. However, the amendment to SFAS No. 115
“Accounting for Certain Investments in Debt and Equity Securities” applies to
      all entities with available-for-sale and trading securities. SFAS No. 159 is
      effective as of the beginning of an entity’s first fiscal year that begins after
      November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
      year that begins on or before November 15, 2007, provided the entity also elects
      to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption
      of this statement did not have a material effect on the Company's financial
      statements.





In
      December 2007, FASB issued Statement 160, “Noncontrolling Interests in
      Consolidated Financial Statement - an amendment of ARB No. 51”, which
      establishes accounting and reporting standards to improve the relevance,
      comparability, and transparency of financial information in its consolidated
      financial statements that include an outstanding noncontrolling interest in
      one
      or more subsidiaries. This effective will effective for all full fiscal and
      interim periods beginning after December 15, 2008. The Company is currently
      evaluating the impact this new Standard, but believes that it will not have
      a
      material impact on the Company’s financial position.





In
      March
      2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
      Instruments and Hedging Activities, an amendment of FASB Statement No. 133”
(SFAS 161). This statement is intended to improve transparency in financial
      reporting by requiring enhanced disclosures of an entity’s derivative
      instruments and hedging activities and their effects on the entity’s financial
      position, financial performance, and cash flows. SFAS 161 applies to all
      derivative instruments within the scope of SFAS 133, “Accounting for Derivative
      Instruments and Hedging Activities” as well as related hedged items, bifurcated
      derivatives, and nonderivative instruments that are designated and qualify
      as
      hedging instruments. Entities with instruments subject to SFAS 161 must provide
      more robust qualitative disclosures and expanded quantitative disclosures.
      SFAS
      161 is effective prospectively for financial statements issued for fiscal years
      and interim periods beginning after November 15, 2008, with early
      application permitted. The Company is currently evaluating the disclosure
      implications of this statement.





In
      May 2008, the FASB released SFAS No. 162, “The
      Hierarchy of Generally Accepted Accounting Principles.” ****** SFAS
      No. 162 identifies the sources of accounting principles and the framework
      for selecting the principles used in the preparation of financial statements
      of
      nongovernmental entities that presented in conformity with generally accepted
      accounting principles in the United States of America. SFAS No. 162 will be
      effective 60 days following the SEC’s approval of the PCAOB amendments to AU
      Section 411, The
      Meaning of Present Fairly in Conformity With Generally Accepted Accounting
      Principles *.* The
      Company does not believe SFAS 162 will have a significant impact on the
      Company’s consolidated financial statements.





In
      May
      2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
      Insurance Contracts, an interpretation of FASB Statement No. 60.” The scope of
      this Statement is limited to financial guarantee insurance (and reinsurance)
      contracts, as described in this Statement, issued by enterprises included within
      the scope of Statement 60. Accordingly, this Statement does not apply to
      financial guarantee contracts issued by enterprises excluded from the scope
      of
      Statement 60 or to some insurance contracts that seem similar to financial
      guarantee insurance contracts issued by insurance enterprises (such as mortgage
      guaranty insurance or credit insurance on trade receivables). This Statement
      also does not apply to financial guarantee insurance contracts that are
      derivative instruments included within the scope of FASB Statement No. 133,
      “Accounting for Derivative Instruments and Hedging Activities.” This Statement
      will not have any impact on the Company’s consolidated financial
      statements.


8


**HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC. AND SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2008 (UNAUDITED)**





**NOTE
      10 BUSINESS COMBINATIONS**





On
      September 25, 2008, the Company’s subsidiary Huifeng Bio-Technic entered into an
      exclusive contractual agreement with Qinba, a company organized under the laws
      of the PRC, and their respective registered shareholders, pursuant to which
      Huifeng Bio-Technic provides exclusive management consulting and other general
      business operation services to Qinba in exchange for services fees amounting
      to
      70% of total profit of Qinba. Each of the registered PRC shareholders of Qinba
      also entered into shares pledge agreements and option agreements, each
      shareholder pledged such shareholder’s interest in Qinba for the performance of
      such Qinba’s payment obligations under its respective management entrustment
      agreement. Huifeng Bio-Technic has been assigned all voting rights by the
      shareholders of Qinba and has the option to acquire the equity interests of
      Qinba at a mutually agreed purchase price. In addition, Huifeng has agreed
      to
      provide a loan totaling $291,754 to Qinba for working capital purposes as
      follows: i) $72,938 upon signing of the agreements, ii) $72,938 will be advanced
      to Qinba after the completion of two years’ audited financial statements of
      Qinba for the years ended December 31, 2007 and 2006, and iii) $145,878 will
      be
      advanced to Qinba within three days after the audit as of December 31, 2008.
      As
      of September 30, 2008, Huifeng Bio-Technic has made no advances to
      Qinba.





Through
      the above contractual arrangements, Huifeng Bio-Technic becomes the primary
      beneficiary of Qinba which is a variable interest entity as defined under FIN
      46R “Consolidation of Variable Interest Entities”. The results of operations of
      Qinba have been included in the Company’s consolidated statements of operations
      since September 25, 2008.





As
      of
      September 25, 2008, the net assets of Qinba were as follows:




Cash
                and cash equivalent
            
            $
            127,691Accounts
                receivable, net of allowances
            
            
            945,412Inventories
            
            
            60,044Other
                assets
            
            
            117,926Furniture
                and equipment, net
            
            
            21,106Intangible
                assets, net
            
            
            875,261Accounts
                payable
            
            
            (1,032,849
            )Other
                payables and accrued expenses
            
            
            (272,246
            )Income
                tax and other tax payables
            
            
            (1,806
            )Note
                payable
            
            
            (43,763
            )Minority
                interests
            
            
            (202,474
            )Accumulated
                other comprehensive income
            
            
            (121,862
            )Net
                assets acquired
            
            $
            472,440





Analysis
      of the net inflow of cash and cash equivalents in respect of the acquisition
      is
      as follows:





Total
                cash consideration
            
            $
            -Cash
                consideration paid
            
            
            -Add:
                Cash and cash equivalents acquired
            
            
            127,691Net
                cash inflow
            
            $
            127,691


9


**HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC. AND SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2008 (UNAUDITED)**





**NOTE
      10 BUSINESS COMBINATIONS (CONTINUED)**





The
      following table reflects the unaudited pro forma combined results of operations
      for the nine months ended September 30, 2008 and 2007, assuming the acquisition
      had occurred at the beginning of 2008 and 2007.





For the nine months ended September 30,2008
            
            2007Revenues
            
            $
            10,677,706
            
            $
            6,117,396Net
                income
            
            $
            1,518,188
            
            $
            979,764Net
                income per share – basic
            
            $
            0.08
            
            $
            0.05Net
                income per share – diluted
            
            $
            0.07
            
            $
            0.05





**NOTE
      11 NOTES PAYABLE**





Notes
      payable as of September 30, 2008 (unaudited) and December 31, 2007 (audited)
      consisted of the following:





September 30,
              2008
            
            December 31,
              2007Notes
                payable to a financial institution, interest rate of
                12.58%per
                annum, secured by a director’s property and the company’sfixed
                assets, due June 2008, was extended to July 2009
            
            $
            281,542
            
            $
            295,320Note
                payable to a bank, interest rate of 9.711% per annum,secured
                by the company's property and land, due December 2008
            
            
            291,754
            
            
            -Note
                payable to a financial institution, interest rate of 8.568%
                perannum,
                secured by a property which is owned by a wife ofQinba’s
                director, due September 2008 and repaid November 2008
            
            
            43,763
            
            
            -Current
                maturities
            
            $
            617,059
            
            $
            295,320





**NOTE
      12 CONVERTIBLE NOTES PAYABLE**





On
      December 31, 2007, the Company consummated a private placement of $2,000,000
      principal amount of 10% secured convertible notes (the “Notes”) with a
      three-year common stock warrants to seven accredited investors. Financing cost
      of $339,500 was paid out of the gross proceeds. Financing cost is amortized
      over
      the life of the Notes to interest expense using the effective interest method.
      For the nine months ended September 30, 2008 and 2007, the Company amortized
      $127,313 and $0 of financing costs in interest expenses. The Notes are due
      December 31, 2009 and are convertible into 2,000,000 shares of common stock
      of
      the Company at a conversion price of $1.00 per share.





The
      holders of the Notes may convert the unpaid principal amount of the Notes into
      common stock of the Company at any time prior to maturity, at the applicable
      conversion price. The Company may prepay all or any part of the outstanding
      principal amount of the Notes, together with interest, if any, plus a premium;
      if prepayment occurs prior to December 31, 2008, the amount paid shall be 125%
      of the principal deemed prepaid, and in the event such prepayment occurs after
      December 31, 2008, the amount paid shall be 140% of the principal deemed
      prepaid. After the occurrence of an Event of Default, 150% of the principal
      amount then outstanding plus all interest occurred to the date of the prepayment
      is payable within three days.





In
      accordance with EITF 98-5, no beneficial conversion feature has been recorded
      on
      the issuance of the Notes as the conversion price of the Notes of $1 is higher
      than the fair market value per share of $0.75 at December 31,
      2007.


10


**HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC. AND SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2008 (UNAUDITED)**





**NOTE
      12 CONVERTIBLE NOTES PAYABLE (CONTINUED)**





The
      Company issued warrants to the note holders in the note financing, for the
      purchase of up to a total 500,000 shares of common stock at an exercise price
      of
      $1.50. The warrants are exercisable for a period that extends three years
      beginning from the date that a registration statement covering the underlying
      warrant shares is declared effective.





The
      Notes
      are secured by 300,000 shares of Northwest’s share capital pursuant to a pledge
      agreement, the Company’s performance of the Notes and other obligations in
      connection with the financing is also secured by a pledge of 5,272,860 shares
      of
      common stock personally held by the current Chief Executive Officer and two
      other stockholders pursuant to another pledge agreement. Upon any event of
      default (as defined in the Notes and pledge agreements), the investors will
      be
      entitled to exercise their respective rights under the pledge
      agreements.





As
      of
      September 30, 2008, the Note holders have not converted the principal amount
      of
      their notes into shares of common stock of the Company.





The
      Company recorded a discount on the Notes in accordance with EITF 98-5 of
      $306,686 for the fair value of the warrants issued. The fair value of warrants
      was calculated using the Black-Scholes model with the following assumptions:
      (i)
      risk-free interest rate of 3.07%; (ii) expected life (in years) of 3; (iii)
      expected volatility of 172%; (iv) expected dividend yield of 0.00%; and (v)
      stock market price of $0.75. The discount on Notes is amortized using effective
      interest method over 2 years. For the nine months ended September 30, 2008
      and
      2007, the Company recorded amortization of $115,007 and $0 respectively as
      interest expenses in the statement of operations.





The
      Notes
      bear a 10% annual interest rate payable in arrears with a first payment due
      March 1, 2008, and thereafter on each June 1, September 1 and December 1 while
      the Notes are outstanding, with a final payment of interest due on the maturity
      date. For the nine months ended September 30, 2008 and 2007, $152,778 and $0
      respectively was recorded as interest expenses.





**NOTE
      13 COMMITMENTS AND CONTINGENCIES**





(A)
      Capital commitments





As
      of
      September 30, 2008 and December 31, 2007, the Company had capital commitments
      of
      $92,311 with suppliers for the purchase of production equipment and $512,954
      with suppliers for the purchase of production equipment and factory construction
      respectively.





(B)
      Operating lease commitments





The
      Company occupies an office from a third party under operating lease which
      expires on September 30, 2009 at a quarterly rental of $2,786. Accordingly,
      for
      the nine months ended September 30, 2008 and 2007, the Company recognized rental
      expenses for this space in the amount of $8,787 and $8,010
      respectively.





As
      of
      September 30, 2008, the Company has outstanding commitments with respect to
      the
      non-cancelable operating leases of $11,145 which are due on September
      2009.





(C)
      Loan
      commitment





The
      Company is committed to loan $72,938 to Qinba upon the signing of an exclusive
      contractual agreement. As of September 30, 2008, this amount has not been
      paid.





**NOTE
      14 STOCKHOLDERS’ EQUITY**





Stock
      option





On
      April
      28, 2008, the Company issued an option to its legal counsel to purchase up
      to
      100,000 shares of common stock at an exercise price of $1.50 per share. The
      option shall be exercisable in whole or in part, according to the vest schedule,
      shall be fully vested upon execution of the agreement and shall be exercisable
      at any time pursuant to the terms of the Agreement until April 28, 2010. The
      fair value of the option was estimated on the grant date using the Black-Scholes
      option pricing model as required by SFAS 123R with the following assumptions
      and
      estimates: expected dividend 0%, volatility 189%, a risk-free rate of 2.36%
      and
      an expected like of two years. The value of an option recognized during the
      nine
      months ended September 30, 2008 and 2007 were $18,195 and $0 respectively.


11


**HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC. AND SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2008 (UNAUDITED)**





**NOTE
      15 SEGMENT REPORTING**





The
      Company operates in two reportable segments; pharmaceutical raw materials and
      pharmaceutical finished products. The accounting policies of the segments are
      the same as described in the summary of significant accounting policies. The
      Company evaluates segment performance based on income from operations. As a
      result, the components of operating income for one segment may not be comparable
      to another segment. The following is a summary of the Company's segment
      information:





Pharmaceutical
            
            Pharmaceuticalraw materials
            
            finished products
            
            Total**As
                of September 2008**Revenues
            
            $
            8,886,065
            
            $
            -
            
            $
            8,886,065Net
                income
            
            
            1,466,279
            
            
            -
            
            
            1,466,279Depreciation
                of fixed assets
            
            
            357,335
            
            
            -
            
            
            357,335Amortization
                of intangible assets
            
            
            2,439
            
            
            -
            
            
            2,439Interest
                income
            
            
            16,400
            
            
            -
            
            
            16,400Additions
                to long-lived assets
            
            
            1,438,289
            
            
            -
            
            
            1,438,289Land
                use rights
            
            
            149,375
            
            
            -
            
            
            149,375Other
                intangible assets
            
            
            -
            
            
            875,261
            
            
            875,261Total
                identifiable assets
            
            $
            14,002,501
            
            $
            1,675,000
            
            $
            15,677,501**As
                of September 2007**Revenues
            
            $
            4,954,122
            
            $
            -
            
            $
            4,954,122Net
                income
            
            
            1,031,976
            
            
            -
            
            
            1,031,976Depreciation
                of fixed assets
            
            
            275,995
            
            
            -
            
            
            275,995Amortization
                of intangible assets
            
            
            2,223
            
            
            -
            
            
            2,223Interest
                income
            
            
            19,869
            
            
            -
            
            
            19,869Additions
                to long-lived assets
            
            
            287,898
            
            
            -
            
            
            287,898Land
                use rights
            
            
            139,238
            
            
            -
            
            
            139,238Other
                intangible assets
            
            
            -
            
            
            -
            
            
            -Total
                identifiable assets
            
            $
            8,655,755
            
            $
            -
            
            $
            8,655,755





All
      of
      the Company’s long-lived assets are located in the PRC. Accordingly, no
      geographic information is presented.





**NOTE
      16 CONCENTRATIONS AND RISKS**





During
      the nine months ended September 30, 2008 and 2007, 100% of the Company’s assets
      were located in China and Hong Kong.





During
      the nine months ended September 30, 2008 and 2007, 47% and 46% of the Company's
      revenues were derived from companies located in China respectively.





The
      Company relied on a customer for approximately $568,064 representing in
      aggregate 11% of sales for the nine months ended September 30, 2007. At
      September 30, 2007, accounts receivable from that customer was
      $54,645.





The
      Company also relied on two suppliers for approximately $676,124 and $580,050
      representing in aggregate 32% of purchases for the nine months ended September
      30, 2007. At September 30, 2007, accounts payable to those two suppliers totaled
      $6,289.


12


**Item
      2.Management's Discussion and Analysis of Financial Condition and
      Results****of****Operations**




*The
      following discussion should be read in conjunction with the Huifend
      Bio-Pharmaceutical Techonology, Inc. consolidated financial statements and
      accompanying notes included elsewhere in this report. The following discussion
      contains forward-looking statements that reflect the plans, estimates and
      beliefs of Huifeng Bio-Pharmaceutical Technology, Inc. The actual results could
      differ materially from those discussed in the forward-looking statements.
      Factors that could cause or contribute to these differences include those
      discussed below and elsewhere in this Report and the Annual Report 10-K,
      particularly in “Risk Factors.” All references to years relate to the calendar
      year ended December 31 of the particular year.*





**OVERVIEW**





The
      audited consolidated financial statements include the accounts of Huifeng
      Bio-Pharmaceutical, Inc., a Nevada corporation, and its subsidiaries. We are
      in
      the business of producing and selling plant extracts, biochemical products
      and
      pharmaceutical raw products in the PRC.





On
      December 20, 2004, pursuant to a Stock Purchase Agreement, Art Malone, Jr.
      ("Selling Shareholder") sold 7,229,601 shares of the common stock of the Company
      for $300,000 (the "Sale") to Zhi Lan Wang and Jun Lin, individuals on the
      closing date of December 20, 2004. Such 7,229,601 shares of the common stock
      of
      the Company represented approximately 56.18% of the total outstanding stock
      of
      the Company as of that date.




Immediately
      thereafter, pursuant to the terms of an Agreement and Plan of Reorganization
      dated December 20, 2004 ("Northwest Agreement"), the Company agreed to purchase
      all of the outstanding shares of Northwest BioTechnic, Inc. (“NBTI”), a British
      Virgin Islands corporation (the “Acquisition”). NBTI was incorporated in the
      British Virgin Islands on June 25, 2004.




At
      the
      time of the Acquisition, NBTI had a total of 500,000 shares issued and
      outstanding, 250,000 of which were held by Jing An Wang, and 50,000 each were
      held by Xinwen Hou, Zhang Jungi, Wang Bijun, Wang Zhilan, and Wang Xugang (the
      “NBTI Shareholders”). Pursuant to the terms of the Northwest Agreement, at the
      closing of the Acquisition, the Company delivered the following consideration
      to
      the NBTI Shareholders: (i) 80,735,590 newly-issued shares of the common stock
      of
      the Company (the “Initial NBTI Consideration”) in exchange for 30% of the total
      outstanding shares of NBTI (such shares of the common stock of the Company
      allocated among the NBTI Shareholders on a pro rata basis according to their
      respective ownership of NBTI); and (ii) a promissory note (the “Promissory
      Note”) payable to the NBTI Shareholders for the total amount of $1,900,000, in
      exchange for the remaining 70% of the total outstanding shares of NBTI. The
      Promissory Note is convertible into 10,465,725 shares of the Company's common
      stock (allocated among the NBTI Shareholders on a pro rata basis according
      to
      their respective ownership of NBTI), with such number of shares calculated
      assuming the completion of a one-for-eighteen reverse split of the Company's
      common stock prior to such conversion. Based on the current ownership of NBTI
      shares by the NBTI Shareholders, Jing An Wang would receive 5,232,860 shares
      of
      the Company's common stock upon conversion, and each of Xinwen Hou, Zhang Junqi,
      Wang Bijun, Wang Zhilan, and Wang Xugang would receive 1,046,573 shares of
      the
      Company's common stock.




NBTI
      operates through its wholly owned subsidiary, Xi’an Huifeng Bio-Technic Inc.
      (previously Huifeng Biocehmistry Group Joint-Stock Company Limited and Huifeng
      Biochemistry Joint Stock Company) ("Huifeng"), which is a joint venture company
      established under the laws of China and is engaged in the production and sales
      of plant extracts, biochemical products and pharmaceutical raw products in
      the
      PRC. Huifeng was approved as a foreign investment enterprise on March 4, 2005.
      Subsequently, Huifeng changed its name to Xi’an Huifeng Bio-Technic Inc. on
      February 22, 2006.





The
      exchange was treated as a reverse acquisition for accounting purposes. As such,
      the financial information reflected activity subsequent to the acquisition
      of
      the Company and its subsidiaries and financial activity of NBTI prior to the
      acquisition. We will continue the business operations conducted by
      NBTI.




The
      Company filed a definitive Information Statement pursuant to Section 14(c)
      of
      the Securities Exchange Act of 1934 on September 13, 2005 to change the name
      of
      the Company to "Huifeng Bio-Pharmaceutical Technology Inc." On October 12,
      2005,
      the name of the Company changed to Huifeng Bio-pharmaceutical Technology Inc.
      and the ticker symbol changed to HFGB.OB.





On
      September 25, 2008, the Company’s subsidiary – Xi’an Huifeng Bio-Technic
      Inc. (“Huifeng Bio-Technic ”) entered into an Exclusive Contractual Arrangement
      with Xi’an Qinba Xintong Medical Limited (“Qinba”). Pursuant to which Huifeng
      Bio-Technic agreed to provide exclusive management consulting and other general
      business operation services to Qinba in exchange of a fee equal to 70% of
      Qinba’s total profit; the shareholders of Qinba pledged their equity interests
      in Qinba to the Company and appointed a designee of the Company to exercise
      on
      behalf of the shareholders’ voting rights in Qinba; and the shareholders of
      Qinba irrevocably granted the Company an exclusive option to purchase, to the
      extend permitted under the laws of the PRC, all or part of the equity interest
      in Qinba.  This
      arrangement gives the Company the ability to substantially influence Qinba’s
      daily operations and financial affairs, appoint senior executives and approve
      all matters requiring shareholder approval. As a result, the Company can
      consolidate the financial results of Qinba as a variable interest entity
      pursuant to Financial Interpretation No. 46R, “Consolidation of Variable
      Interest Entities.”  13





**CRITICAL
      ACCOUNTING POLICIES AND ESTIMATES**





We
      have
      identified one policy area as critical to the understanding of our consolidated
      financial statements. The preparation of our consolidated financial statements
      requires management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosure of contingent assets and
      liabilities at the date of the consolidated financial statements and the
      reported amounts of sales and expenses during the reporting periods. With
      respect to net realizable value of the Company's accounts receivable and
      inventories, significant estimation judgments are made and actual results could
      differ materially from these estimates.





The
      Company does not have any reserves against its accounts receivable or
      inventories at September 30, 2008 and 2007. Management's estimation that there
      are no reserves is based on the current facts that there are no significant
      aged
      accounts receivable and the current inventory turnover is sufficient to realize
      the current carrying value of the inventories. In making their judgment,
      management has assumed that there will be continued demand for their products
      in
      the future, thereby maintaining adequate turnover of the inventories.
      Additionally, management has assumed that customers will continue to pay their
      outstanding invoices timely, and that their customers' financial positions
      will
      not deteriorate significantly in the future, which would result in their
      inability to pay their debts to the Company. While the Company's management
      currently believes that there is little likelihood that the actual results
      of
      their current estimates will differ materially from its current estimates,
      if
      customer demand for its products decreases significantly in the near future,
      or
      if the financial position of its customers deteriorates in the near future,
      the
      Company could realize significant write downs for slow moving inventories or
      uncollectible accounts receivable.





We
      believe the following is among the most critical accounting policies that impact
      our consolidated financial statements. We suggest that our significant
      accounting policies, as described in our consolidated financial statements
      in
      the Summary of Significant Accounting Policies, be read in conjunction with
      this
      Management's Discussion and Analysis of Financial Condition and Results of
      Operations.





We
      recognize revenue in accordance with Staff Accounting Bulletin ("SAB") No.
      104.
      All of the following criteria must exist in order for us to recognize
      revenue:





1. Persuasive
      evidence of an arrangement exists;





2. Delivery
      has occurred or services have been rendered;





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





4. Collectibility
      is reasonably assured.





The
      majority of the Company's revenue results from sales contracts with distributors
      and revenue is generated upon the shipment of goods. The Company's pricing
      structure is fixed and there are no rebate or discount programs. Management
      conducts credit background checks for new customers as a means to reduce the
      subjectivity of assuring collectibility. Based on these factors, the Company
      believes that it can apply the provisions of SAB 104 with minimal
      subjectivity.





THREE
      MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30,
      2007





Revenues,
      Cost of Revenues and Gross Margin





Revenues
      for the quarter ended September 30, 2008 were $3,534,623, an increase of
      $1,588,648 or 81.6% from $1,945,975 for the same quarter in 2007. Our increase
      in revenues for the third quarter of 2008 was mainly due to the increase in
      our
      sales of pharmaceutical raw-material and Plant Extractive and others products,
      which include our products of NF11 Rutin, L-Rhamnose, Quercetin, Troxerutin
      (injection) and Diosmin as set forth in the table below. Our increase in revenue
      is mainly as a result of a gain in new customers and an increase in the number
      of orders from the Company’s existing customers.





For the quarter ended
              September 30,
            
            Increase /Product
            
            2008
            
            2007
            
            (Decrease)Pharmaceutical intermediates
            
            $
            1,327,502
            
            $
            834,766
            
            $
            492,736Pharmaceutical
                raw-material
            
            
            1,839,977
            
            
            984,804
            
            
            855,173Plant
                Extractive and others
            
            
            367,144
            
            
            126,405
            
            
            240,739TOTAL
            
            $
            3,534,623
            
            $
            1,945,975
            
            $
            1,588,648


14


Cost
      of
      revenues for the quarter ended September 30, 2008 were $2,203,839, an increase
      of $773,084 or 54% from $1,430,755 for the quarter ended September 30, 2007.
      Compared to the quarter ended September 30, 2007, the increase in the cost
      of
      revenues for the third quarter of 2008 was caused by the significant increase
      in
      sales of our pharmaceutical raw-material and Plant Extractive and others as
      follows:





For the quarter ended
              September 30,
            
            Increase /Product
            
            2008
            
            2007
            
            (Decrease)Pharmaceutical intermediates
            
            $
            680,202
            
            $
            584,423
            
            $
            95,779Pharmaceutical
                raw-material
            
            
            1,229,747
            
            
            737,037
            
            
            492,710Plant
                Extractive and others
            
            
            293,890
            
            
            109,295
            
            
            184,595TOTAL
            
            $
            2,203,839
            
            $
            1,430,755
            
            $
            773,084





Gross
      margin for the quarter ended September 30, 2008 was $1,330,784, an increase
      of
      $815,564 or 158% from $515,220 for the same period ended September 30, 2007
      as a
      result of the increase in product sales.





Our
      gross
      profit margin for 2008 increased from 26% for the third quarter of 2007 to
      38%
      in the same quarter in 2008 as a result of strong increase in sales despite
      the
      increase of price in production raw-materials, mainly the prices of immature
      bitter orange and Japanese pagoda tree flower-bud which were increased by
      100% and 20% respectively.





General
      and Administrative Expenses


General
      and Administrative expenses totaled $261,728 for the three months ended
      September 30, 2008, an increase of $188,853 or 259% from $72,875 for the three
      months ended September 30, 2007. The increase in general and administrative
      expenses was mainly due to an increase in legal and professional fees of $46,030
      and exchange losses of $138,945 from foreign currency fluctuations.





Selling
      and Distribution Expenses





Selling
      and distribution expenses totaled $56,705 for the three months ended September
      30, 2008, an increase of $24,182 or 74% from $32,523 for the three months ended
      September 30, 2007. The increase in selling and distribution expenses was mainly
      due to the increase of exhibition fees of $21,860 as compared to the same
      quarter last year as a result of the increase in product sales.





NINE
      MONTHS ENDED SEPTEMBER 30, 2008 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
      2007





Revenues,
      Cost of Revenues and Gross Margin





Revenues
      for the nine months ended September 30, 2008 were $8,886,065, an increase of
      $3,931,943 or 79% from $4,954,122 for the same period in 2007. Our increase
      in
      revenues for the third quarter of 2008 was mainly due to the increase in our
      sales of pharmaceutical raw-material and Plant Extractive and others products,
      which include our products of NF11 Rutin, L-Rhamnose, Quercetin, Troxerutin
      (injection) and Diosmin as set forth in the table below. Our increase in revenue
      is mainly as a result of a gain in new customers and an increase in the number
      of orders from the Company’s existing customers.





Nine months ended
              September 30,
            
            Increase /Product
            
            2008
            
            2007
            
            (Decrease)Pharmaceutical
                intermediates
            
            $
            3,516,232
            
            $
            2,090,216
            
            $
            1,426,016Pharmaceutical
                raw-material
            
            
            4,431,680
            
            
            2,543,828
            
            
            1,887,852Plant
                Extractive and others
            
            
            938,153
            
            
            320,078
            
            
            618,075TOTAL
            
            $
            8,886,065
            
            $
            4,954,122
            
            $
            3,931,943





Cost
      of
      revenues for the nine months ended September 30, 2008 were $5,716,154, an
      increase of $2,253,510 or 65% from $3,462,644 for the nine months ended
      September 30, 2007. Compared to the nine months ended September 30, 2007, the
      increase in the cost of revenues for the nine months ended September 30, 2008
      was caused by the significant increase of sales of our pharmaceutical
      raw-material and Plant Extractive and others products as follows:




Nine months ended
              September 30,
            
            Increase /Product
            
            2008
            
            2007
            
            (Decrease)Pharmaceutical
                intermediates
            
            $
            1,915,740
            
            $
            1,383,161
            
            $
            532,579Pharmaceutical
                material
            
            
            3,105,808
            
            
            1,799,362
            
            
            1,306,446Plant
                Extractive and others
            
            
            694,606
            
            
            280,121
            
            
            414,485TOTAL
            
            $
            5,716,154
            
            $
            3,462,644
            
            $
            2,253,510


15


The
      gross
      profit margin for the nine months ended September 30, 2008 was $3,169,911,
      an
      increase of $1,678,433 or 113% from $1,491,478 for the period ended September
      30, 2007 as a result of the increase in product sales and a price
      increase.





Our
      gross
      profit margin for the nine months ended September 30, 2008 had a slightly
      increase from 30% to 36% compare to the same period in 2007. The increase was
      a
      result of the lower unit cost of our products over the nine-month period despite
      increase in cost of raw material during the third quarter of 2008.





General
      and Administrative Expenses





General
      and Administrative expenses totaled $891,544 for the nine months ended September
      30, 2008, an increase of $683,909 or 329% from $207,635 for the nine months
      ended September 30, 2007. The increase in general and administrative expenses
      was mainly due to an increase in consulting, legal and professional fees of
      $312,407 and exchange losses of $323,751 from foreign currency
      fluctuations.





Selling
      and Distribution Expenses





Selling
      and distribution expenses totaled $148,603 for the nine months ended September
      30, 2008, an increase of $72,384 or 95% from $76,219 for the nine months ended
      September 30, 2007. The increase in selling and distribution expenses was mainly
      due to the increase of freight expenses of $37,521 and exhibition fees of
      $27,193.





Liquidity
      and Capital Resources





*Cash*





Our
      cash
      balance amounted to $1,192,148 at September 30, 2008.





In
      the
      nine months ended September 30, 2008, our cash used in operating
      activities totaled $40,181, mainly due to our net income for the period of
      $1,466,279, increase in accounts receivable of $1,012,893 and increase
      in inventories of $1,963,774. Our large accounts receivable was due to the
      35% increase in our sales compared to the whole year of 2007 and increase in
      proportion of our credit sales. In the nine months ended September 30, 2008,
      our
      cash used in investing activities totaled $1,310,598 mainly for the construction
      of our new finished goods warehouse and costs incurred to achieve the
      requirement of Certificate of Suitability. Our cash provided by financing
      activities in the nine months ended September 30, 2008 of $252,898 was a
      bank loan from a PRC bank.





Working
      Capital




Our
      working capital amounted to $6,598,375 at September 30, 2008.





**INFLATION**




Inflation
      has had a small impact on our business. It increased the purchase cost of our
      raw materials resulting in an increase in our production cost.




**CURRENCY
      EXCHANGE FLUCTUATIONS**




All
      of
      our revenues and majority of the expenses for the nine months ended September
      30, 2008 were denominated primarily in Renminbi ("RMB"), the currency of China,
      and were converted into US Dollars at the exchange rate of 6.8551 to 1.
      Since July 22, 2005, the Renminbi has strengthened against the US dollars.
      As a
      result of the appreciation of RMB we recognized a foreign currency translation
      gain of $729,968 during the nine months ended September 30, 2008. There could
      be
      no assurance that RMB-to-U.S. dollar exchange rates will remain stable. A
      devaluation of RMB relative to the U.S. dollar would adversely affect our
      business, financial condition and results of operations. We do not engage in
      currency hedging.





**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk**





Not
      required




**Item
      4T. Controls and Procedures**




*(a)
      Evaluation of Disclosure Controls and Procedures* .
      Under
      the supervision and with the participation of our management, including our
      Chief Executive Officer and Chief Financial Officer, we conducted an evaluation
      of the effectiveness of the design and operation of our disclosure controls
      and
      procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934, as amended, as of the end of the period covered by this
      Quarterly Report on Form 10-Q (the “Evaluation Date”). The purpose of this
      evaluation is to determine if, as of the Evaluation Date, our disclosure
      controls and procedures were operating effectively such that the information,
      required to be disclosed in our Securities and Exchange Commission (“SEC”)
      reports (i) was recorded, processed, summarized and reported within the time
      periods specified in SEC rules and forms, and (ii) was accumulated and
      communicated to our management, including our Chief Executive Officer and Chief
      Financial Officer, as appropriate to allow timely decisions regarding required
      disclosure.


16


Based
      on
      this evaluation, our Chief Executive Officer and Chief Financial Officer
      concluded that, as of the Evaluation Date, our disclosure controls and
      procedures were operating effectively.




*(b) Changes
      in Internal Control over Financial Reporting* .  There
      have been no significant changes in our internal controls over financial
      reporting that occurred during the third quarter of fiscal year 2008 that have
      materially affected, or are reasonably likely to materially affect our internal
      controls over financial reporting.




*Limitations
      on the Effectiveness of Disclosure Controls and Procedures.*




Disclosure
      controls and procedures and other procedures that are designed to ensure that
      information required to be disclosed in our reports filed or submitted under
      the
      Exchange Act are recorded, processed, summarized and reported, within the time
      period specified in the Securities and Exchange Commission's rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed in
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer
      as
      appropriate, to allow timely decisions regarding required
      disclosure.





**PART
      II.**  **OTHER
      INFORMATION**





**Item
      1.**  **Legal
      Proceedings:**





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





**Item
      1 A. Risk Factors**





During
      the nine months ended September 30, 2008, there were no material changes to
      the
      risk factors previously disclosed in our Annual Report on Form 10-K for the
      year
      ended December 31, 2007.





**Item
      2.**  **Unregistered
      Sales of Equity Securities and Use of Proceeds**





None





I **tem
      3.**  **Defaults
      Upon Senior Securities**





None.





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





Not
      applicable





**Item
      5.**  **Other
      Information**





None.





**Item
      6.**  **Exhibits**





(a) Exhibits





31.1
            Sarbanes
                Oxley Section 302 Certification31.2
            Sarbanes
                Oxley Section 302 Certification32.1
            Sarbanes
                Oxley Section 906 Certification32.2
            Sarbanes
                Oxley Section 906 Certification


17





SIGNATURES





Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, as amended, the registrant has duly caused this Report to be signed on
      its
      behalf by the undersigned, thereunto duly authorized this 18th day of November
      2008.





**HUIFENG
                BIO-PHARMACEUTICAL TECHNOLOGY, INC**By:
            /s/
                Jing’an WangJing’an
                Wang
              Chief
                Executive Officer


18