SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549








FORM
      10-QSB/A








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





For
      the
      quarterly period ended September 30, 2006





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





For
      the
      transition period from _______________ to _________________








Commission
      file number: 000-32253





HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY, INC.








(Name
      of
      Small Business Issuer as specific in its Charter)





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


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


Xi
      An
      710075 Shaanxi Province, China


(Address
      of Principal Executive Offices Including Zip Code)








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





Indicate
      by check mark whether the Registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes[ ] No[X]





The
      number of shares outstanding of the registrant's common equity as of November
      10, 2006, was 16,466,169 shares of common stock, par value $0.018.





Transitional
      Small Business Disclosure Format (Check one): Yes [ ] No[X]





Explanatory
      Note





This
      Amendment No. 1 on Form 10-QSB/A amends the Quarterly Report on Form 10-QSB
      of
      Huifeng Bio-Pharmaceutical Technology, Inc. (the “Company”) for the three and
      nine month periods ended September 30, 2006, which was filed with the Securities
      and Exchange Commission (the “SEC”) on November 13, 2006 (the “Original
      Report”). This amendment is being filed to correct the fact that certain
      financial tables were inadvertently omitted from the Original Report and written
      consent from the Company’s auditors had not yet been obtained prior to the
      filing of the Original Report.







**HUIFENG
      BIO-PHARMACEUTICAL TECHOLOGY INC.**


**AND
      SUBSIDIARIES**





**FORM
      10-QSB/A**


**Quarter
      Ended September 30, 2006**





**TABLE
      OF CONTENTS**





**PART
                I— FINANCIAL INFORMATION****Page**Item
                1.
            Financial
                StatementsUnaudited
                Condensed Consolidated Balance Sheet as of September 30,
                2006
            2Unaudited
                Condensed Consolidated Statements of Operations and Comprehensive
                Income
                for the Three and Nine Months Ended September 30, 2006 and
                2005
            3Unaudited
                Condensed Consolidated Statements of Cash Flows for the Nine Months
                Ended
                September 30, 2006 and 2005
            4Notes
                to Unaudited Condensed Consolidated Financial Statements as of September
                30, 2006
            5Item
                2.
            Managements
                Discussion and Analysis of Financial Condition or Plan of
                Operation
            12Item
                3.
            Controls
                and Procedures
            15**PART
                II—OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            16Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            16Item
                3.
            Defaults
                Upon Senior Securities
            16Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            16Item
                5.
            Other
                Information
            16Item
                6.
            Exhibits
                and Reports on Form 8-K
            16**SIGNATURES**







**PART
      I. FINANCIAL INFOMRATION**


Item
      1.  Financial
      Statements





HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC.


AND
      SUBSIDIARIES


CONDENSED
      CONSOLIDATED BALANCE SHEET


AS
      OF
      SEPTEMBER 30, 2006 (UNAUDITED)


**ASSETS****CURRENT
                  ASSETS**Cash
                  and cash equivalents
              
              $
              132,039Accounts
                  receivable, net of allowances
              
              
              925,505Inventories,
                  net
              
              
              1,505,559Notes
                  receivable
              
              
              437,500Due
                  from stockholders
              
              
              89,982Other
                  assets
              
              
              394,401Total
                  Current Assets
              
              
              3,484,986**PROPERTY
                  AND EQUIPMENT, NET**
              
              
              2,564,275**LAND
                  USE RIGHTS, NET**
              
              
              133,686**TOTAL
                  ASSETS**
              
              $
              6,182,947**LIABILITIES
                  AND STOCKHOLDERS' EQUITY****CURRENT
                  LIABILITIES**Accounts
                  payable
              
              $
              86,731Other
                  payables and accrued expenses
              
              
              189,670Notes
                  payable
              
              
              300,000Value
                  added tax payables
              
              
              88,625Income
                  tax and other tax payables
              
              
              56,251Total
                  Current Liabilities
              
              
              721,277**COMMITMENTS
                  AND CONTINGENCIES**
              
              
              -**MINORITY
                  INTERESTS**
              
              
              453,368**STOCKHOLDERS'
                  EQUITY**Preferred
                  stock, ($0.001 par value, 5,000,000 shares
                  authorized,non
                  issued and outstanding)
              
              
              -Common
                  stock, ($0.018 par value, 100,000,000 shares authorized,16,466,169
                  shares issued and outstanding as ofSeptember
                  30, 2006)
              
              
              296,391Additional
                  paid-in capital
              
              
              7,256,063Retained
                  earnings (deficit)Unappropriated
              
              
              (2,739,834
              )Appropriated
              
              
              23,274Accumulated
                  other comprehensive income
              
              
              172,408Total
                  Stockholders' Equity
              
              
              5,461,670**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY**
              
              $
              6,182,947




The
      accompanying notes are an integral part of these financial
      statements


2


HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC.


AND
      SUBSIDIARIES


CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS


AND
      COMPREHENSIVE INCOME (UNAUDITED)




For
                the Three
              
              
              For
                  the Three
              
              
              For
                  the Nine
              
              
              For
                  the NineMonths
                Ended
              
              
              Months
                  Ended
              
              
              Months
                  Ended
              
              
              Months
                  EndedSeptember
                30, 2006
              
              
              September
                  30, 2005
              
              
              September
                  30, 2006
              
              
              September
                  30, 2005**NET
                  SALES**
              
              $
              816,093
              
              
              638,442
              
              
              2,378,788
              
              
              1,981,254**COST
                  OF SALES**
              
              
              (672,441
              )
              
              (478,273
              )
              
              (1,963,992
              )
              
              (1,571,976
              )**GROSS
                  PROFIT**
              
              
              143,652
              
              
              160,169
              
              
              414,796
              
              
              409,278**OPERATING
                  EXPENSES**Selling
                  expenses and distribution expenses
              
              
              20,897
              
              
              33,614
              
              
              105,342
              
              
              82,319General
                  and administrative expenses
              
              
              47,001
              
              
              66,849
              
              
              157,120
              
              
              154,599Depreciation
                  and amortization
              
              
              11,482
              
              
              44,275
              
              
              34,463
              
              
              79,045Total
                  Operating Expenses
              
              
              79,380
              
              
              144,738
              
              
              296,925
              
              
              315,963**INCOME
                  FROM OPERATIONS**
              
              
              64,272
              
              
              15,431
              
              
              117,871
              
              
              93,315**OTHER
                  INCOME (EXPENSE)**Equity
                  in loss of affiliate
              
              
              -
              
              
              -
              
              
              -
              
              
              (112
              )Goodwill
                  written off
              
              
              -
              
              
              -
              
              
              -
              
              
              (2,764
              )Interest
                  income
              
              
              13,194
              
              
              12,325
              
              
              39,095
              
              
              19,962Interest
                  expense
              
              
              (4,297
              )
              
              -
              
              
              (4,354
              )
              
              -Other
                  income
              
              
              15,375
              
              
              -
              
              
              34,275
              
              
              42,270Total
                  Other Income, net
              
              
              24,272
              
              
              12,325
              
              
              69,016
              
              
              59,356**INCOME
                  FROM OPERATIONS BEFORE****TAXES
                  AND MINORITY INTEREST**
              
              
              88,544
              
              
              27,756
              
              
              186,887
              
              
              152,671**INCOME
                  TAX EXPENSE**
              
              
              (18,060
              )
              
              (12,858
              )
              
              (55,786
              )
              
              (38,670
              )**MINORITY
                  INTERESTS**
              
              
              6,510
              
              
              (5,437
              )
              
              19,204
              
              
              (41
              )**NET
                  INCOME**
              
              
              76,994
              
              
              9,461
              
              
              150,305
              
              
              113,960**OTHER
                  COMPREHENSIVE (LOSS) INCOME**Foreign
                  currency translation (loss) gain
              
              
              (262
              )
              
              63,651
              
              
              96,841
              
              
              63,651**COMPREHENSIVE
                  INCOME**
              
              $
              76,732
              
              $
              73,112
              
              $
              247,146
              
              $
              177,611**Net
                  income per share -****basic
                  and diluted**
              
              $
              0.01
              
              $
              0.01
              
              $
              0.01
              
              $
              0.02Weighted
                  average number of sharesoutstanding
                  during the period -basic
                  and diluted
              
              
              16,466,169
              
              
              5,200,444
              
              
              16,466,169
              
              
              5,200,444





The
      accompanying notes are an integral part of these financial
      statements


3


HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC.


AND
      SUBSIDIARIES


CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)


For
                the Nine
              
              
              For
                  the NineMonths
                Ended
              
              
              Months
                  EndedSeptember
                30, 2006
              
              
              September
                  30,2005**CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  income
              
              $
              150,305
              
              $
              113,960Adjusted
                  to reconcile net income to net cash usedin
                  operating activities:Depreciation
                  and amortization - cost of sales
              
              
              167,732
              
              
              82,175Depreciation
                  and amortization
              
              
              34,463
              
              
              79,045Equity
                  in loss of affiliate
              
              
              -
              
              
              31,190Minority
                  interest
              
              
              19,204
              
              
              415,129Changes
                  in operating assets and liabilities(Increase)
                  decrease in:Accounts
                  receivable, net
              
              
              211,053
              
              
              (488,534
              )Inventories
              
              
              (579,778
              )
              
              (249,827
              )Due
                  from stockholders
              
              
              10,089
              
              
              (45,241
              )Other
                  assets
              
              
              (102,590
              )
              
              (124,426
              )Increase
                  (decrease) in:Accounts
                  payable
              
              
              (77,141
              )
              
              1,186Bill
                  payable
              
              
              -
              
              
              31,936Other
                  payables and accrued expenses
              
              
              32,905
              
              
              (24,896
              )Value
                  added tax payable
              
              
              (3,656
              )
              
              (12,323
              )Income
                  tax and other taxes payable
              
              
              55,871
              
              
              33,081Due
                  to stockholders
              
              
              (1,250
              )
              
              (192,200
              )Net
                  cash used in operating activities
              
              
              (82,793
              )
              
              (349,745
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Purchase
                  of property and equipment
              
              
              (156,970
              )
              
              (1,625,185
              )Net
                  cash used in investing activities
              
              
              (156,970
              )
              
              (1,625,185
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Registered
                  capital appropriation
              
              
              -
              
              
              2,415,458Increase
                  in notes payable
              
              
              300,000
              
              
              -Increase
                  in notes receivable
              
              
              -
              
              
              (431,566
              )Net
                  cash provided by financing activities
              
              
              300,000
              
              
              1,983,892**EFFECT
                  OF EXCHANGE RATES ON CASH**
              
              
              (17,306
              )
              
              63,651**NET
                  INCREASE IN CASH AND CASH EQUIVALENTS**
              
              
              42,931
              
              
              72,613**CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD**
              
              
              89,108
              
              
              167,511**CASH
                  AND CASH EQUIVALENTS AT END OF PERIOD**
              
              $
              132,039
              
              $
              240,124**SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION**Cash
                  paid during the period for:Income
                  taxes
              
              $
              -
              
              $
              -Interest
                  expenses
              
              $
              1,954
              
              $
              -





The
      accompanying notes are an integral part of these financial
      statements


4


**HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC.**


**AND
      SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2006 (UNAUDITED)**








**NOTE
      1** **ORGANIZATION
      AND BASIS OF PRESENTATION**





Huifeng
      Bio-Pharmaceutical Technology Inc. (“Huifeng Bio-Pharmaceutical”) is a US listed
      company which 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 further 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. Xian Huifeng Biochemistry Group Joint-Stock Company
      Limited (previously Xian Huifeng Biochemistry Joint-Stock Company Limited)
      (“Huifeng Biochemistry”) 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 April 20, 2005, the Articles of Incorporation were amended to change
      the name of Huifeng Biochemistry to Xian Huifeng Biochemistry Group Joint-Stock
      Company Limited.





Huifeng
      Biochemistry produces plant extracts and bio-chemical products used as
      pharmaceutical raw materials in the PRC. Most of its products are distributed
      within the PRC and some European countries.





On
      August
      23, 2001, Huifeng Biochemistry established a 70% owned subsidiary, Xian 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 Biochemistry acquired an 86.7% interest in Baoji Jisen
      Pharmaceutical Company Limited, later renamed to Xian 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
      Huifeng Pharmaceutical from 86.7% to 26%. On May 27, 2005 the PRC Government
      approved Huifeng Biochemistry’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 Biochemistry was through a step process increasing
      Huifeng Biochemistry’s interest in Huifeng Pharmaceutical from 26% to 80.2%.





During
      2004, Huifeng Biochemistry’s stockholders exchange 100% of their ownership of
      Huifeng Biochemistry for 500,000 shares of Northwest under a reorganization
      plan. The transfer has been accounted for as a reorganization of entities under
      common control as the companies were beneficially owned by principally identical
      stockholders and share common management.





On
      December 20, 2004, pursuant to a Stock Purchase Agreement, a Huifeng
      Bio-Pharmaceutical stockholder sold 401,646 shares in Huifeng Bio-Pharmaceutical
      to two Northwest stockholders for $300,000. On the same date, Huifeng
      Bio-Pharmaceutical entered into an Agreement and Plan of Reorganization with
      the
      Stockholders of Northwest to exchange 30% of Northwest’s outstanding shares for
      4,485,311 shares of Huifeng Bio-Pharmaceutical. In addition, the Agreement
      calls
      for Huifeng Bio-Pharmaceutical to issued a Convertible Promissory Note for
      $1,900,000 that is convertible into 10,465,725 (post a one for eighteen reverse
      split) shares of Huifeng Bio-Pharmaceutical for the remaining 70% of Northwest.
      On October 12, 2005, the Company issued 10,465,725 shares of restricted common
      stock in conversion of the Convertible Promissory Note of
      $1,900,000.





The
      merger of Huifeng Bio-Pharmaceutical and Northwest has been recorded as a
      recapitalization by Northwest, with Northwest being treated as the continuing
      entity. The financial statements have been prepared as if the reorganization
      had
      occurred retroactively. Huifeng Bio-Pharmaceutical, Northwest, Huifeng
      Biochemistry, Huifeng Engineering and Huifeng Pharmaceutical are hereafter
      referred to as (“the Company”).




5




**HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC.**


**AND
      SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2006 (UNAUDITED)**








**NOTE
      1** **ORGANIZATION
      AND BASIS OF PRESENTATION (CONTINUED)**





Accordingly,
      the financial statements include the following:





(1)
            The
                balance sheet as of September 30, 2006 (unaudited) consist of the
                net
                assets of the acquirer at historical cost and the net assets of the
                acquiree at historical cost.





(2)
            The
                statements of operations for the three and nine months ended September
                30,
                2006 and 2005 (unaudited) includes the operations of the acquirer
                for the
                periods presented and the operations of the acquiree from the date
                of the
                merger.





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, 2006, the consolidated results of operations for the three and
      nine months ended September 30, 2006 and 2005, and consolidated cash flows
      for
      the nine months ended September 30, 2006 and 2005. The consolidated results
      for
      the three and nine months ended September 30, 2006 are not necessarily
      indicative of the results to be expected for the entire fiscal year ending
      December 31, 2006. These consolidated financial statements should be read in
      conjunction with the consolidated financial statements and notes for the year
      ended December 31, 2005 appearing in the Company’s annual report on Form 10-KSB
      as filed with the Securities and Exchange Commission.





**NOTE
      2** **USE
      OF ESTIMATES**





In
      preparing financial statements in conformity 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, 2006 include the financial statements of Huifeng
      Bio-Pharmaceutical and its 100% owned subsidiary Northwest, 100% owned
      subsidiary Huifeng Biochemistry, 70% owned subsidiary Huifeng Engineering and
      80.2% owned subsidiary Huifeng Pharmaceutical.





The
      accompanying unaudited condensed consolidated financial statements as of
      September 30, 2005 include the financial statements of Huifeng
      Bio-Pharmaceutical and its 100% owned subsidiary Northwest, 100% owned
      subsidiary Huifeng Biochemistry, 70% owned subsidiary Huifeng Engineering and 80.2%
      owned subsidiary Huifeng Pharmaceutical from the date of its step acquisition
      on
      May 27, 2005 to September 30, 2005. The Company accounts for its 26% investment
      in Huifeng Pharmaceutical from January 1, 2005 to May 26, 2005 under the equity
      method of accounting.





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





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




6








**HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC.**


**AND
      SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2006 (UNAUDITED)**








**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** **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, 2006 and 2005.




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
      Biochemistry, 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. Provision for income tax expenses for the nine months ended September
      30,
      2006 and 2005 were $55,786 and $38,159 respectively.





Huifeng
      Engineering and Huifeng Pharmaceutical, are 70% and 80.2% owned subsidiaries
      of
      Huifeng Biochemistry respectively, were also 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, 2006 and 2005 as Huifeng Engineering and Huifeng
      Pharmaceutical have incurred net operating losses.




**NOTE
      6** **EARNINGS
      PER SHARE**




Basic
      and
      diluted net income per common share is computed based upon the weighted average
      common shares outstanding as defined by Financial Accounting Standards No.
      128,
“Earnings per Share.” As of September 30, 2006 and 2005, there were no common
      share equivalents outstanding, whose effect was anti dilutive and not included
      in the calculation of dilutive income per share.





**NOTE
      7** **BUSINESS
      SEGMENTS**




The
      Company operates in one segment and therefore segment information is not
      presented.




7




**HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC.**


**AND
      SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2006 (UNAUDITED)**








**NOTE
      8** **RECENT
      ACCOUNTING PRONOUNCEMENTS**





SFAS
      No.
      154 (“SFAS 154”), “ *Accounting
      Changes and Error Corrections”,* was
      issued in May 2005 and replaces APB Opinion No. 20 and SFAS No. 3 (“SFAS 3”).
      SFAS No. 154 requires retrospective application for voluntary changes in
      accounting principle in most instances and is required to be applied to all
      accounting changes made in fiscal years beginning after December 15, 2005.
      The Company’s expected April 1, 2006 adoption of SFAS No. 154 is not
      expected to have a material impact on the Company’s consolidated financial
      condition or results of operations.





In
      February 2006, the FASB issued SFAS No. 155, “ *Accounting
      for Certain Hybrid Financial Instruments* ”
(“SFAS
      155”), which amends SFAS No. 133, “Accounting for Derivatives Instruments and
      Hedging Activities” (“SFAS 133”) and SFAS No. 140, “ *Accounting
      for Transfers and Servicing of Financial Assets and Extinguishment of
      Liabilities* ”
(“SFAS
      140”). SFAS 155 amends SFAS 133 to narrow the scope exception for interest-only
      and principal-only strips on debt instruments to include only such strips
      representing rights to receive a specified portion of the contractual interest
      or principle cash flows. SFAS 155 also amends SFAS 140 to allow qualifying
      special-purpose entities to hold a passive derivative financial instrument
      pertaining to beneficial interests that itself is a derivative instruments.
      The
      Company is currently evaluating the impact of this new Standard, but believes
      that will not have that it will not have a material impact on the Company’s
      financial position.





In
      March 2006, the FASB issued SFAS No. 156, “ *Accounting
      for Servicing of Financial Assets—an amendment to FASB Statement
      No. 140”* (“SFAS
      156”). SFAS 156 requires that all separately recognized servicing rights be
      initially measured at fair value, if practicable. In addition, this statement
      permits an entity to choose between two measurement methods (amortization method
      or fair value measurement method) for each class of separately recognized
      servicing assets and liabilities. This new accounting standard is effective
      January 1, 2007. We do not expect the adoption of SFAS 156 to have an
      impact on our results of operations or financial condition.





In
      September 2006, the FSAB issued SFAS No. 157, *Fair
      Value Measurements* (“SFAS
      157”). SFAS 157 is to eliminate the diversity in practice that exists due to the
      different definitions of fair value and the limited guidance for applying those
      definitions in GAAP that are dispersed among the many accounting pronouncements
      that require fair value measurements. SFAS No. 157 retains the exchange price
      notion in earlier definitions of fair value, but clarifies that the exchange
      price is the price in an orderly transaction between market participants to
      sell
      an asset or liability in the principal or most advantageous market for the
      asset
      or liability. Moreover, the SFAS states that the transaction is hypothetical
      at
      the measurement date, considered from the perspective of the market participant
      who holds the asset or liability. Consequently, fair value is defined as the
      price that would be received to sell an asset or paid to transfer a liability
      in
      an orderly transaction between market participants at the measurement date
      (an
      exit price), as opposed to the price that would be paid to acquire the asset
      or
      received to assume the liability at the measurement date (an entry
      price).


8


**HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC.**


**AND
      SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF** **SEPTEMBER** **30, 2006 (UNAUDITED)**





**NOTE
      8** **RECENT
      ACCOUNTING PRONOUNCEMENTS (CONTINUED)**





SFAS
      No.
      157 also stipulates that, as a market-based measurement, fair value measurement
      should be determined based on the assumptions that market participants would
      use
      in pricing the asset or liability, and establishes a fair value hierarchy that
      distinguishes between (a) market participant assumptions developed based on
      market data obtained from sources independent of the reporting entity
      (observable inputs) and (b) the reporting entity's own assumptions about market
      participant assumptions developed based on the best information available in
      the
      circumstances (unobservable inputs). Finally, SFAS No. 157 expands disclosures
      about the use of fair value to measure assets and liabilities in interim and
      annual periods subsequent to initial recognition. Entities are encouraged to
      combine the fair value information disclosed under SFAS No. 157 with the fair
      value information disclosed under other accounting pronouncements, including
      SFAS No. 107, Disclosures about Fair Value of Financial Instruments, where
      practicable. The guidance in this Statement applies for derivatives and other
      financial instruments measured at fair value under SFAS No. 133 "Accounting
      for
      Derivative Instruments and Hedging Activities" at initial recognition and in
      all
      subsequent periods.





SFAS
      No.
      157 is effective for financial statements issued for fiscal years beginning
      after November 15, 2007, and interim periods within those fiscal years, although
      earlier application is encouraged. Additionally, prospective application of
      the
      provisions of SFAS No. 157 is required as of the beginning of the fiscal year
      in
      which it is initially applied, except when certain circumstances require
      retrospective application. The
      Company is currently evaluating the impact this new Standard, but believes
      that
      will not have that it will not have a material impact on the Company’s financial
      position.





In
      September 2006, the FASB issued SFAS No. 158, “ *Employers’
      Accounting for Defined Benefit Pension and Other Postretirement
      Plans* ”
(“SFAS
      158”), which amends SFAS No. 87, “ *Employers'
      Accounting for Pensions”* (“SFAS
      87”) ,
      SFAS
      No. 88, “ *Employers'
      Accounting for Settlements and Curtailments of Defined Benefit Pension Plans
      and
      for Termination Benefits”* (“SFAS
      88”) ,
      SFAS
      No. 106, “ *Employers'
      Accounting for Postretirement Benefits Other Than Pensions* ”
(“SFAS
      106”) and SFAS No. 132(R) “ *Employers'
      Disclosures about Pensions and Other Postretirement Benefits—an amendment of
      FASB Statements No. 87, 88, and 106”* (“SFAS
      132(R)”) ,
      to
      require an employer to fully recognize the obligations associated with
      single-employer defined benefit pension, retiree healthcare, and other
      postretirement plans in their financial statements. Previous standards required
      an employer to disclose the complete funded status of its plan only in the
      notes
      to the financial statements. Moreover, because those standards allowed an
      employer to delay recognition of certain changes in plan assets and obligations
      that affected the costs of providing benefits, employers reported an asset
      or
      liability that almost always differed from the plan's funded status. Under
      SFAS
      No. 158, a defined benefit postretirement plan sponsor that is a public or
      private company or a nongovernmental not-for-profit organization must (a)
      recognize in its statement of financial position an asset for a plan's
      overfunded status or a liability for the plan's underfunded status, (b) measure
      the plan's assets and its obligations that determine its funded status as of
      the
      end of the employer's fiscal year (with limited exceptions), and (c) recognize,
      as a component of other comprehensive income, the changes in the funded status
      of the plan that arise during the year but are not recognized as components
      of
      net periodic benefit cost pursuant to SFAS No. 87, Employers' Accounting for
      Pensions, or SFAS No. 106, Employers' Accounting for Postretirement Benefits
      Other Than Pensions. SFAS No. 158 also requires an employer to disclose in
      the
      notes to financial statements additional information on how delayed recognition
      of certain changes in the funded status of a defined benefit postretirement
      plan
      affects net periodic benefit cost for the next fiscal year. The
      Company is currently evaluating the impact this new Standard, but believes
      that
      will not have that it will not have a material impact on the Company’s financial
      position.





9


**HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC.**


**AND
      SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2006 (UNAUDITED)**





**NOTE
      9     NOTES RECEIVABLE**





Notes
      receivable as of September 30, 2006 (unaudited) consisted of the
      following:


Note
                  receivable from a third party, interest rate of 12% perannum,
                  non-secured, due September 2007
              
              $
              187,500Note
                  receivable from a third party, interest rate of 10% perannum,
                  non-secured, due November 2006
              
              
              250,000Current
                  maturities
              
              $
              437,500




**NOTE
      10   NOTES PAYABLE**





Notes
      payable as of September 30, 2006, (unaudited) consisted of the
      following:


Note
                  payable to a bank, interest rate of 8.928% perannum,
                  collateralized by a director's property,due
                  August 2007
              
              $
              87,500Note
                  payable to a bank, interest rate of 10.32% perannum,
                  collateralized by property and equipment of$1,013,875,
                  due August 2007
              
              
              212,500Current
                  maturities
              
              $
              300,000




**NOTE
      11** **STOCKHOLDERS’
      EQUITY**





On
      March
      28, 2006, the Company filed an amendment to its Articles of Incorporation to
      increase the par value of its common stock from $0.000555 to
      $0.018.





**NOTE
      12** **COMMITMENTS**





**Commitments**




The
      Company occupies office space from a third party under an operating lease which
      expires on March 31, 2008 at a quarterly rental of $3,188. Accordingly, for
      the
      nine months ended September 30, 2006 and 2005, the Company recognized rental
      expenses for this space in the amount of $9,563 and $9,239
      respectively.





As
      of
      September 30, 2006, the Company has outstanding commitments with respect to
      the
      non-cancelable operating leases, which are due as follows:


2007
              
              $
              12,7502008
              
              
              6,375$
              19,125






10




**HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC.**


**AND
      SUBSIDIARIES**


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF SEPTEMBER 30, 2006 (UNAUDITED)**







**NOTE
      13** **RELATED
      PARTY TRANSACTIONS**





As
      of
      September 30, 2006 and 2005, the stockholders owed the Company $89,982 and
      $107,734 respectively for advances made on an unsecured basis and repayable
      on
      demand. Interest is charged at 6% per annum on the amount due. Total interest
      income amounted to $3,203 and $0 for the nine months ended September 30, 2006
      and 2005 respectively.





As
      of
      September 30, 2006 and 2005, the Company owed the stockholders $0 and $1,233
      respectively for advances made on an unsecured basis, free of interest payment
      and repayable on demand.





As
      of
      September 30, 2006, a stockholder and director guaranteed debts owed by a third
      party to the Company totaling $228,750.




**NOTE
      14** **CONCENTRATIONS
      AND RISKS**





During
      the nine months ended September 30, 2006 and 2005, 100% of the Company’s assets
      were located in China.





During
      the nine months ended September 30, 2006 and 2005, 60% and 67% of the Company’s
      revenues were derived from companies located in China respectively.





**NOTE
      15** **SUBSEQUENT
      EVENT**





On
      October 27, 2006, the Company entered into a material definitive agreement
      with
      a third party to acquire certain plants and machinery from the third party
      for
      $625,000 to be satisfied by the issuance of 2,000,000 shares of the Company’s
      restricted common stock.


11


**Item
      2. Management's Discussion and Analysis or Plan of
      Operation.**





This
      report contains forward-looking statements within the meaning of the federal
      securities laws. These include statements about our expectations, beliefs,
      intentions or strategies for the future, which we indicate by words or phrases
      such as "anticipate," "expect," "intend," "plan," "will," "we believe," "HFGB
      believes," "management believes" and similar language. The forward-looking
      statements are based on the current expectations of HFGB and are subject to
      certain risks, uncertainties and assumptions, including those set forth in
      the
      discussion under "Management's Discussion and Analysis or Plan of Operation".
      The actual results may differ materially from results anticipated in these
      forward-looking statements. We base the forward-looking statements on
      information currently available to us, and we assume no obligation to update
      them.





On
      December 20, 2004, pursuant to the Malone 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 Jungi,
      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, 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.





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.


12


**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, 2006 and 2005. 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
      non-recoverable 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.
      Recoverability is reasonably assured.





The
      majority of the Company's revenue results from sales contracts with distributors
      and revenue are 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 recoverability. Based on these factors, the Company
      believes that it can apply the provisions of SAB 104 with minimal
      subjectivity.


13


**RESULTS
      OF OPERATIONS**





Revenues,
      Cost of Revenues and Gross Margin





Revenue
      increased by $397,534 from $1,981,254 for the nine months ended September 30,
      2005 to $2,378,788 for the nine months ended September 30, 2006, and by $177,651
      from $638,442 for the three months ended September 30, 2005 to $816,093 for
      the
      three months ended September 30, 2006. The increase in revenue was mainly due
      to
      the continuous increase in sales of pharmaceutical material products. Although
      our sales in pharmaceutical intermediates, plant extractive and other products
      experienced a decrease in volume and value, based on our new sales strategy
      and
      after receiving our GMP certification in February 2006, we have obtained a
      substantial revenue growth rate of 77.70% over the last quarter ended June
      30,
      2006. In order to increase our production ability to meet with the market
      demands, we have acquired and plan to acquire additional production facilities
      in the fourth quarter of 2006. We expect the new production facilities should
      enhance our product mix and output to fulfill our local and overseas customers’
demands.




**Revenue**
            
            
            Three
                months
              ended
                September 30,
            
            
            Increase/
                (Decrease)
            
            
            Nine
                months
              ended
                September 30,
            
            
            Increase/
                (Decrease)Product
            
            
            2006
            
            
            2005
            
            
            
            
            
            2006
            
            
            2005Pharmaceutical
                intermediates
            
            $
            372,962
            
            $
            541,443
            
            $
            (168,481
            )
            $
            915,706
            
            $
            1,664,848
            
            $
            (749,142
            )Pharmaceutical
                material
            
            
            408,003
            
            
            4,473
            
            
            403,530
            
            
            1,247,172
            
            
            5,070
            
            
            1,242,102Plant
                Extractive and others
            
            
            35,128
            
            
            92,526
            
            
            (57,398
            )
            
            215,910
            
            
            311,336
            
            
            (95,426
            )TOTAL
            
            $
            816,093
            
            $
            638,442
            
            $
            177,651
            
            $
            2,378,788
            
            $
            1,981,254
            
            $
            397,534





Cost
      of
      revenue increased by $392,016 from $1,571,976 for the nine months ended
      September 30, 2005 to $1,963,992 for the nine months ended September 30, 2006,
      and increased by $194,168 from $478,273 for the three months ended September
      30,
      2005 to $672,441 for the three months ended September 30, 2006.





The
      increase in the cost of revenue was because of the significant increase in
      production and sales of our pharmaceutical material
      products.


**Revenue**
              
              
              Three
                  months
                ended
                  September 30,
              
              
              Increase/
                  (Decrease)
              
              
              Nine
                  months
                ended
                  September 30,
              
              
              Increase/
                  (Decrease)Product
              
              
              2006
              
              
              2005
              
              
              
              
              
              2006
              
              
              2005


Pharmaceutical
                intermediates
            
            $
            303,802
            
            $
            392,789
            
            $
            (88,987
            )
            $
            736,471
            
            $
            1,349,318
            
            $
            (612,847
            )Pharmaceutical
                material
            
            
            347,097
            
            
            4,706
            
            
            342,391
            
            
            1,039,996
            
            
            4,917
            
            
            1,035,079Plant
                Extractive and others
            
            
            21,542
            
            
            80,778
            
            
            (59,236
            )
            
            187,525
            
            
            217,741
            
            
            (30,216
            )TOTAL
            
            $
            672,441
            
            $
            478,273
            
            $
            194,168
            
            $
            1,963,992
            
            $
            1,571,976
            
            $
            392,016








Gross
      profit margin decreased from 20.65% for the nine months ended September 30,
      2005
      to 17.43% for the nine months ended September 30, 2006, and decreased from
      25.09% to 17.60% for three months ended September 30, 2006 compared with the
      same period last year.





The
      decrease of gross profit margin was due to the decrease in the selling price
      of
      pharmaceutical intermediates and plant extractives and an increase in the cost
      of the raw materials including pyridine and iodine used in the production of
      pharmaceutical materials.





General
      and Administrative Expenses





General
      and Administrative expenses totaled $157,120 for the nine months ended September
      30, 2006, a marginal increase of $2,521 from $154,599 for the nine months ended
      September 30, 2005, and a decrease of $19,848 from 66,849 for the three months
      ended September 30, 2005 to $47,001 for the three months ended September 30,
      2006. The decrease in the third quarter was because some legal, professional
      and
      other fees related to our listing in the United States did not occur in the
      third quarter of 2006, compared to the corresponding quarter in
      2005.




14





Selling
      and Distribution Expenses





Selling
      and distribution expenses totaled $105,342 for the nine months ended September
      30, 2006, an increase of $23,023 from $82,319 for the nine months ended
      September 30, 2005, and a decrease of $12,717 from $33,614 for the three months
      ended September 30, 2005 to $20,897 for the three months ended September 30,
      2006. The decrease in selling and distribution expenses for the three months
      ended September 30, 2006 was mainly due to the decrease in meeting and
      advertising expenses. The increase for the nine months ended September 30,
      2006
      was mainly due to the increase in delivery costs relating to the sales of
      pharmaceutical material.





Liquidity
      and Capital Resources





*Cash*





Our
      cash
      balance was $132,039 at September 30, 2006.





For
      the
      nine months ended September 30, 2006, our net cash used in operating activities
      totaled $82,793, mainly due to our net income for the period of $150,305, a
      decrease in accounts receivable in the nine months period, which totaled
      $211,053, and an increase in inventory of $579,778. Increase in inventory was
      a
      result of our increase in operating scale and the Company required more working
      capital. The decrease in accounts receivable led to an increase in cash for
      general operating purposes. For the nine months ended September 30, 2006, cash
      flow used in investing activities totaled $156,970 which was primarily for
      the
      purchase of equipment for production and costs for property under
      construction.





We
      are
      currently funding our operations from operating revenue.





*Working
      Capital*





Our
      working capital was $2,763,709 as at September 30, 2006.





**INFLATION**





Inflation
      has not had a material impact on our business.





**CURRENCY
      EXCHANGE FLUCTUATIONS**





All
      of
      our revenues and majority of the expenses in 2005 and 2006 were denominated
      primarily in Renminbi ("RMB"), the currency of The People’s Republic of China.
      There can be no assurance that the RMB/US dollar exchange rates will remain
      stable. A devaluation of the 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. On July 22, 2005, the RMB rose about 2 percent
      against the U.S. dollar to a new exchange rate of 8.11 RMB to 1 U.S. dollar.
      As
      of September 30, 2006 the exchange rate was 8.0 RMB to 1 U.S. dollar. As a
      result of the appreciation of the RMB, we recognized a foreign currency
      translation gain of $96,841 during the first nine months of 2006.





**Item
      3. Controls and Procedures**





We
      maintain disclosure controls and procedures that are designed to ensure that
      information required to be disclosed in the Company's Exchange Act reports
      is
      recorded, processed, summarized and reported within the time periods specified
      in the SEC's rules and forms, and that such information is accumulated and
      communicated to our management, including its Chief Executive Officer and Chief
      Financial Officer, as appropriate, to allow timely decisions regarding required
      disclosure based closely on the definition of "disclosure controls and
      procedures" in Rule 13a-14(c). Our disclosure controls and procedures are
      designed to provide a reasonable level of assurance of reaching our desired
      disclosure control objectives. In designing and evaluating the disclosure
      controls and procedures, our management recognized that any controls and
      procedures, no matter how well designed and operated, can provide only
      reasonable assurance of achieving the desired control objectives, and management
      necessarily was required to apply its judgment in evaluating the cost-benefit
      relationship of possible controls and procedures. Our certifying officers have
      concluded that our disclosure controls and procedures require additional
      diligence to be considered effective in reaching that level of
      assurance.




As
      of the
      end of the period of this report, we carried out an evaluation, under the
      supervision and with the participation of our management including our Chief
      Executive Officer and our Chief Financial Officer, of the effectiveness of
      the
      design and operation of our disclosure controls and procedures. Based on the
      foregoing, our Chief Executive Officer and Chief Financial Officer concluded
      that our disclosure controls and procedures require additional diligence to
      be
      considered effective. We have put additional controls and procedures in place
      to
      assure that we attain the appropriate level of assurance on a going forward
      basis.




15





**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
      2 - Unregistered Sales of Equity Securities and Use of Proceeds:**





None





**Item
      3. Defaults Upon Senior Securities:**




None.





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





None





**Item
      5. Other Information:**





On
      October 27, 2006, the Company entered into a material definitive agreement
      with
      a third party. The Company will acquire certain plants and facilities of such
      third party at the consideration of $625,000 in exchange for the issuance of
      Company’s 2,000,000 shares of restricted common stock.




**Item
      6. Exhibits and Reports on Form 8-K**





(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




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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 on November 16,
      2006.


HUIFENG
              BIO-PHARMACEUTICAL TECHNOLOGY, INC.By:
            /s/
              JING AN
              WANGJing An WangChief
              Executive Officer





17