UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 
 FORM
10-Q
 
 x
              QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For
the quarterly period ended June 30, 2010
 
 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)
 
 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   ̈
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  Yesx  No ̈
 
 Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
 Large
      accelerated filer   ̈
              Accelerated
      filer   ̈Non-accelerated
      filer   ̈
              Smaller
      reporting company  x
 (Do not
check if a smaller reporting company)
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
 Yes   ̈ No  x
 
 The
number of shares outstanding of the registrant’s common stock, par value $0.018,
on August 13, 2010 was 23,710,092.
  
 
 HUIFENG
BIO-PHARMACEUTICAL TECHNOLOGY, INC.
 Quarterly
Period Ended June 30, 2010
 
 INDEX
  PART
      I.
                          
                          FINANCIAL
      INFORMATION
                          
                          2Item
      1.
                          
                          Financial
      Statements
                          
                          2Condensed
      Consolidated Balance Sheets as of June 30, 2010 (unaudited) and December
      31, 2009 (audited)
                          
                          2Unaudited
      Condensed Consolidated Statements of Operations and Other Comprehensive
      Income for the Three and Six Months ended June 30, 2010 and
      2009
                          
                          3Unaudited
      Condensed Consolidated Statements of Cash Flows for the Six Months ended
      June 30, 2010 and 2009
                          
                          4Notes
      to Unaudited Condensed Consolidated Financial Statements as of June 30,
      2010
                          
                          5Item
      2.
                          
                          Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                          
                          12Item
      3.
                          
                          Quantitative
      and Qualitative Disclosures about Market Risk
                          
                          17Item
      4.
                          
                          Controls
      and Procedures
                          
                          17PART
      II.
                          
                          OTHER
      INFORMATION
                          
                          18Item
      1.
                          
                          Legal
      Proceedings
                          
                          18Item
      1A.
                          
                          Risk
      Factors
                          
                          18Item
      2.
                          
                          Unregistered
      Sales of Equity Securities and Use of Proceeds
                          
                          18Item
      3.
                          
                          Defaults
      on Senior Securities
                          
                          18Item
      4.
                          
                          (Removed
      and Reserved)
                          
                          18Item
      5.
                          
                          Other
      Information
                          
                          18Item
      6.
                          
                          Exhibits
                          
                          19SIGNATURES
                          
                          20
  
 
 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 (“HFGB”)
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 
 June 30, 2010
                    (Unaudited)
                  
                  
                  December 31,2009
                    (Audited)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                  
                  $
                  1,661,815
                  
                  
                  $
                  556,763Accounts
      receivable, net
                  
                  
                  5,442,035
                  
                  
                  
                  5,576,321Inventories,
      net
                  
                  
                  4,501,835
                  
                  
                  
                  5,656,420Other
      assets
                  
                  
                  4,169,367
                  
                  
                  
                  573,117Total
      Current Assets
                  
                  
                  15,775,052
                  
                  
                  
                  12,362,621PROPERTY
      AND EQUIPMENT, NET
                  
                  
                  6,133,856
                  
                  
                  
                  6,278,619LAND
      USE RIGHTS, NET
                  
                  
                  144,546
                  
                  
                  
                  145,605TOTAL
      ASSETS
                  
                  $
                  22,053,454
                  
                  
                  $
                  18,786,845LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESAccounts
      payable
                  
                  $
                  273,406
                  
                  
                  $
                  397,292Other
      payables and accrued expenses
                  
                  
                  383,744
                  
                  
                  
                  422,902Income
      tax and other taxes payable
                  
                  
                  749,070
                  
                  
                  
                  692,532Notes
      payable
                  
                  
                  547,837
                  
                  
                  
                  838,062Due
      to a stockholder
                  
                  
                  499,026
                  
                  
                  
                  -Total
      Current Liabilities
                  
                  
                  2,453,083
                  
                  
                  
                  2,350,788LONG-TERM
      LIABILITIESConvertible
      notes payable (net of unamortized discount of $622,172 and due on June 30,
      2011)
                  
                  
                  788,453
                  
                  
                  
                  679,553TOTAL
      LIABILITIES
                  
                  
                  3,241,536
                  
                  
                  
                  3,030,341COMMITMENTS
      AND CONTINGENCIES
                  
                  
                  -
                  
                  
                  
                  -EQUITYHFGB
      Stockholders’ EquityPreferred
      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,
      23,710,092 shares issued and outstanding as of June 30, 2010 and
      22,991,169 shares issued and outstanding as of December 31,
      2009)
                  
                  
                  426,779
                  
                  
                  
                  413,838Additional
      paid-in capital
                  
                  
                  10,896,366
                  
                  
                  
                  10,315,847Deferred
      stock compensation
                  
                  
                  (116,995
                  )
                  
                  
                  -Retained
      earnings (deficit)Unappropriated
                  
                  
                  4,585,883
                  
                  
                  
                  2,189,692Appropriated
                  
                  
                  888,185
                  
                  
                  
                  888,185Accumulated
      other comprehensive income
                  
                  
                  1,474,457
                  
                  
                  
                  1,398,147Total
      HFGB Stockholders' Equity
                  
                  
                  18,154,675
                  
                  
                  
                  15,205,709Non-controlling
      Interest
                  
                  
                  657,243
                  
                  
                  
                  550,795TOTAL
      EQUITY
                  
                  
                  18,811,918
                  
                  
                  
                  15,756,504TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                  
                  $
                  22,053,454
                  
                  
                  $
                  18,786,845
  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 Six
                    
                    
                    For the SixMonths Ended
                    
                    
                    Months Ended
                    
                    
                    Months Ended
                    
                    
                    Months EndedJune 30, 2010
                    
                    
                    June 30, 2009
                    
                    
                    June 30, 2010
                    
                    
                    June 30, 2009NET
      SALES
                    
                    $
                    6,698,952
                    
                    
                    $
                    3,091,525
                    
                    
                    $
                    10,850,838
                    
                    
                    $
                    4,417,420COST
      OF SALES
                    
                    
                    (4,231,888
                    )
                    
                    
                    (1,914,020
                    )
                    
                    
                    (6,761,042
                    )
                    
                    
                    (2,965,860
                    )GROSS
      PROFIT
                    
                    
                    2,467,064
                    
                    
                    
                    1,177,505
                    
                    
                    
                    4,089,796
                    
                    
                    
                    1,451,560OPERATING
      EXPENSESSelling
      and distribution expenses
                    
                    
                    41,600
                    
                    
                    
                    34,571
                    
                    
                    
                    60,392
                    
                    
                    
                    86,929General
      and administrative expenses
                    
                    
                    330,811
                    
                    
                    
                    32,707
                    
                    
                    
                    575,151
                    
                    
                    
                    441,406Depreciation
      and amortization
                    
                    
                    6,031
                    
                    
                    
                    6,375
                    
                    
                    
                    11,258
                    
                    
                    
                    12,844Total
      Operating Expenses
                    
                    
                    378,442
                    
                    
                    
                    73,653
                    
                    
                    
                    646,801
                    
                    
                    
                    541,179INCOME
      FROM CONTINUING OPERATIONS
                    
                    
                    2,088,622
                    
                    
                    
                    1,103,852
                    
                    
                    
                    3,442,995
                    
                    
                    
                    910,381OTHER
      INCOME (EXPENSE)Interest
      income
                    
                    
                    1,521
                    
                    
                    
                    1,128
                    
                    
                    
                    3,032
                    
                    
                    
                    1,360Interest
      expense
                    
                    
                    (280,512
                    )
                    
                    
                    (147,702
                    )
                    
                    (588,294
                    )
                    
                    
                    (289,805
                    )Other
      income
                    
                    
                    187,548
                    
                    
                    
                    51,477
                    
                    
                    
                    280,479
                    
                    
                    
                    51,477Total
      Expenses, net
                    
                    
                    (91,443
                    )
                    
                    
                    (95,097
                    )
                    
                    (304,783
                    )
                    
                    
                    (236,968
                    )INCOME
      FROM CONTINUING OPERATIONS BEFORE INCOME TAXES
                    
                    
                    1,997,179
                    
                    
                    
                    1,008,755
                    
                    
                    
                    3,138,212
                    
                    
                    
                    673,413INCOME
      TAX EXPENSE
                    
                    
                    (389,346
                    )
                    
                    
                    (139,574
                    )
                    
                    
                    (638,285
                    )
                    
                    
                    (184,571
                    )NET
      INCOME FROM CONTINUING OPERATIONS
                    
                    
                    1,607,833
                    
                    
                    
                    869,181
                    
                    
                    
                    2,499,927
                    
                    
                    
                    488,842DISCONTINUED
      OPERATIONSLoss
      from discontinued operations, net of income taxes
                    
                    
                    -
                    
                    
                    
                    (8,574
                    )
                    
                    
                    -
                    
                    
                    
                    (16,961
                    )Loss
      from disposal of discontinued operations
                    
                    
                    -
                    
                    
                    
                    (34,446
                    )
                    
                    
                    -
                    
                    
                    
                    (34,446
                    )NET
      LOSS FROM DISCONTINUED OPERATIONS
                    
                    
                    -
                    
                    
                    
                    (43,020
                    )
                    
                    
                    -
                    
                    
                    
                    (51,407
                    )NET
      INCOME
                    
                    
                    1,607,833
                    
                    
                    
                    826,161
                    
                    
                    
                    2,499,927
                    
                    
                    
                    437,435Less:
      net income attributable to non-controlling interests
                    
                    
                    (75,531
                    )
                    
                    
                    (22,967
                    )
                    
                    
                    (103,736
                    )
                    
                    
                    (26,878
                    )NET
      INCOME ATTRIBUTABLE TO HFGB COMMON STOCKHOLDERS
                    
                    
                    1,532,302
                    
                    
                    
                    803,194
                    
                    
                    
                    2,396,191
                    
                    
                    
                    410,557OTHER
      COMPREHENSIVE INCOMETotal
      other comprehensive income
                    
                    
                    76,453
                    
                    
                    
                    1,319
                    
                    
                    
                    79,022
                    
                    
                    
                    16,251Add
      (less): foreign currency translation (gain) loss attributable to
      non-controlling interests
                    
                    
                    (2,623
                    )
                    
                    
                    24
                    
                    
                    
                    (2,712
                    )
                    
                    
                    (1,071
                    )Foreign
      currency translation gain attributable to HFGB common
      stockholders
                    
                    
                    73,830
                    
                    
                    
                    1,343
                    
                    
                    
                    76,310
                    
                    
                    
                    15,180COMPREHENSIVE
      INCOME ATTRIBUTABLE TO HFGB COMMON STOCKHOLDERS
                    
                    $
                    1,606,132
                    
                    
                    $
                    804,537
                    
                    
                    $
                    2,472,501
                    
                    
                    $
                    425,737Income
      per share – basicContinuing
      operations
                    
                    $
                    0.07
                    
                    
                    $
                    0.04
                    
                    
                    $
                    0.10
                    
                    
                    $
                    0.02Discontinued
      operations
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      income per share - basic
                    
                    $
                    0.07
                    
                    
                    $
                    0.04
                    
                    
                    $
                    0.10
                    
                    
                    $
                    0.02Income
      per share - dilutedContinuing
      operations
                    
                    $
                    0.06
                    
                    
                    $
                    0.04
                    
                    
                    $
                    0.10
                    
                    
                    $
                    0.02Discontinued
      operations
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Net
      income per share - diluted
                    
                    $
                    0.06
                    
                    
                    $
                    0.04
                    
                    
                    $
                    0.10
                    
                    
                    $
                    0.02Weighted
      average number of shares outstanding during the period -
    basic
                    
                    
                    23,665,035
                    
                    
                    
                    18,466,169
                    
                    
                    
                    23,371,423
                    
                    
                    
                    18,466,169Weighted
      average number of shares outstanding during the period -
      diluted
                    
                    
                    25,408,941
                    
                    
                    
                    20,466,169
                    
                    
                    
                    25,134,705
                    
                    
                    
                    20,466,169
 
 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 Six
                    Months Ended
                    June 30, 2010
                  
                  
                  For the Six
                    Months Ended
                    June 30, 2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income continuing operations
                  
                  $
                  2,396,191
                  
                  
                  $
                  427,518Net
      loss from discontinued operations
                  
                  
                  -
                  
                  
                  
                  (16,961
                  )Net
      income
                  
                  
                  2,396,191
                  
                  
                  
                  410,557Adjusted
      to reconcile net income to cash provided by (used in) operating
      activities, including discontinued operations:(Reversal
      of ) allowance for doubtful accounts - accounts receivable
                  
                  
                  (14,098
                  )
                  
                  
                  217,373Depreciation
      and amortization - cost of sales
                  
                  
                  297,139
                  
                  
                  
                  298,984Depreciation
      and amortization
                  
                  
                  11,258
                  
                  
                  
                  12,844Amortization
      of discount on convertible notes
                  
                  
                  498,275
                  
                  
                  
                  76,672Amortization
      of deferred financing costs
                  
                  
                  -
                  
                  
                  
                  84,875Stock
      option issued to a legal counsel
                  
                  
                  -
                  
                  
                  
                  21,832Stock-based
      compensation expense
                  
                  
                  45,238
                  
                  
                  
                  -Stocks
      issued to consultants
                  
                  
                  156,227
                  
                  
                  
                  -Non-controlling
      interests
                  
                  
                  103,736
                  
                  
                  
                  26,878Loss
      from disposal of discontinued operations
                  
                  
                  -
                  
                  
                  
                  34,446Changes
      in operating assets and liabilities(Increase)
      decrease in:Accounts
      receivable
                  
                  
                  171,204
                  
                  
                  
                  (160,422
                  )Inventories
                  
                  
                  1,173,837
                  
                  
                  
                  (921,328
                  )Other
      assets
                  
                  
                  (3,580,092
                  )
                  
                  
                  (235,370
                  )Increase
      (decrease) in:Accounts
      payable
                  
                  
                  (125,075
                  )
                  
                  
                  (72,511
                  )Other
      payables and accrued expenses
                  
                  
                  (40,777
                  )
                  
                  
                  213,356Income
      tax and other taxes payable
                  
                  
                  53,424
                  
                  
                  
                  (131,636
                  )Due
      to a stockholder
                  
                  
                  497,117
                  
                  
                  
                  -Net
      cash provided by (used in) operating activities – continuing
      operations
                  
                  
                  1,643,604
                  
                  
                  
                  (123,450
                  )Net
      cash provided by operating activities – discontinued
      operations
                  
                  
                  -
                  
                  
                  
                  16,753Net
      cash provided by (used in) operating activities
                  
                  
                  1,643,604
                  
                  
                  
                  (106,697
                  )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of property and equipment
                  
                  
                  (138,209
                  )
                  
                  
                  (161,862
                  )Net
      cash inflow on disposal of discontinued operations
                  
                  
                  -
                  
                  
                  
                  15,612Net
      cash used in investing activities – continuing operations
                  
                  
                  (138,209
                  )
                  
                  
                  (146,250
                  )Net
      cash provided by investing activities – discontinued
      operations
                  
                  
                  -
                  
                  
                  
                  -Net
      cash used in investing activities
                  
                  
                  (138,209
                  )
                  
                  
                  (146,250
                  )CASH
      FLOWS FROM FINANCING ACTIVITIES(Repayment
      of) proceeds from notes payable
                  
                  
                  (292,622
                  )
                  
                  
                  292,259Repayment
      of convertible notes
                  
                  
                  (114,375
                  )
                  
                  
                  -Net
      cash (used in) provided by financing activities – continuing
      operations
                  
                  
                  (406,997
                  )
                  
                  
                  292,259Net
      cash provided by financing activities – discontinued
      operations
                  
                  
                  -
                  
                  
                  
                  -Net
      cash (used in) provided by financing activities
                  
                  
                  (406,997
                  )
                  
                  
                  292,259EFFECT
      OF EXCHANGE RATES ON CASH
                  
                  
                  6,654
                  
                  
                  
                  219NET
      INCREASE IN CASH AND CASH EQUIVALENTS
                  
                  
                  1,105,052
                  
                  
                  
                  39,531CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                  
                  
                  556,763
                  
                  
                  
                  45,574CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                  
                  $
                  1,661,815
                  
                  
                  $
                  85,105SUPPLEMENTAL
      DISCLOSURE OF CASH FLOW INFORMATIONCash
      paid during the period for:Income
      taxes
                  
                  $
                  586,420
                  
                  
                  $
                  394,214Interest
      expenses
                  
                  $
                  61,686
                  
                  
                  $
                  27,146
 
 SUPPLEMENTAL
DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
 
 In
January 2010, a legal counsel exercised a stock option to purchase 100,000
shares of common stock at the exercise price of $1.50 which was granted by the
Company in April 2008, pursuant to a cashless exercise. The Company issued
60,000 shares of common stock in connection with this exercise.
 
 In April
2010, four holders of the Company’s outstanding promissory notes converted
$275,000 in outstanding principal under those notes into 343,750 shares of
common stock of the Company at a conversion price of $0.80 per
share.
 
 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 JUNE 30, 2010 (UNAUDITED)
 
 NOTE
1. ORGANIZATION AND BASIS OF PRESENTATION
 
 Huifeng
Bio-Pharmaceutical Technology, Inc. and all of its subsidiaries (collectively,
“Huifeng Bio-Pharmaceutical” or the “Company”) are principally engaged in the
manufacture of plant extracts and bio-chemical products in the People’s Republic
of China (“PRC”), for sale in the PRC market, Japan and certain European
countries.
 
 Huifeng
Bio-Pharmaceutical was incorporated in Nevada on March 16, 2000 under the name
Enternet, Inc. with headquarters in Xi’an City, PRC.
 
 Details
of the Company’s principal subsidiaries as of June 30, 2010 are described in
Note 4.Subsidiaries.
 
 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.
 
 In 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
June 30, 2010 and December 31, 2009, the consolidated results of operations for
the three and six months ended June 30, 2010 and 2009, and consolidated cash
flows for the six months ended June 30, 2010 and 2009. The consolidated results
for the six months ended June 30, 2010 are not necessarily indicative of the
results to be expected for the entire fiscal year ending December 31, 2010.
These consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes for the year ended December 31, 2009
appearing in the Company's annual report on Form 10-K as filed with the
Securities and Exchange Commission.
 
 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 June
30, 2010 and 2009 include the financial statements of Huifeng Bio-Pharmaceutical
and its 100% owned subsidiary Northwest BioTechnic Inc. (“Northwest”), 100%
owned subsidiary Huifeng Bio-Technic and 80.2% owned subsidiary Huifeng
Pharmaceutical.
 
 The
results of discontinued operations have been reported separately in the
unaudited condensed consolidated financial statements and the previously
reported financial statements have been reclassified.
 
 All
significant inter-company balances and transactions have been eliminated in
consolidation.
 
 NOTE
4.  SUBSIDIARIES
 
 Details
of the Company’s principal subsidiaries as of June 30, 2010 were as
follows:
 
 Name
                                    
                                    Place of Incorporation
                                    
                                    Ownership interest
                                      attributable to the
                                      Company
                                    
                                    Principal activitiesNorthwest
      Bio-Technic Inc.
                                    
                                    British
      Virgin Islands
                                    
                                    100%
                                    
                                    Investment
      holdingXi’an
      Huifeng Bio-Technic Inc.
                                    
                                    The
      PRC
                                    
                                    100%
                                    
                                    Manufacture
      and sale of pharmaceutical raw materialsShaanxi
      Huifeng Pharmaceutical Ltd.
                                    
                                    The
      PRC
                                    
                                    80.2%
                                    
                                    Manufacture
      and sale of pharmaceutical raw
materials
 
 In June
2009, the Company disposed of its 70% owned subsidiary, Xi’an Huifeng
Biochemistry Engineering Company Limited (“Huifeng Engineering”).
 
 NOTE
5.  CASH AND CASH EQUIVALENTS
 
 The
Company considers all highly liquid investments with original maturities of
three months or less at the time of purchase to be cash
equivalents.
  5
 
 NOTE
6.  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 (now ASC Topic 718 “Compensation-Stock
Compensation”) (“ASC 718”). The Company adopted ASC 718, 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. ASC 718 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 ASC 718, which is measured as of the date required by ASC Topic 505-50
“Equity-Based Payment to Non-Employees” (formerly 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 ASC Topic
505-50, 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”). 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 at the equity instruments then-current fair
value. Any subsequent changes in the market value of the underlying common stock
are expensed as incurred.
 
 NOTE
7.  INCOME TAXES
 
 The
Company accounts for income taxes under the ASC Topic 740 “Income Taxes” (“ASC
740”) (formerly SFAS No. 109, “Accounting for Income Taxes”). Under this ASC,
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 this ASC, 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.
 
 The
Company adopted the provisions of FASB Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes” (“FIN 48”) (now FASB ASC Topic 740-10) (“ASC
740-10). ASC 740-10 prescribes a more-likely-than-not threshold for financial
statements recognition and measurement of a tax position taken (or expected to
be taken) in a tax return. This ASC also provides guidance on derecognition of
income tax assets and liabilities, classification of current and deferred income
tax assets and liabilities, accounting for interest and penalties associated
with tax positions, accounting for interest and penalties associated with tax
positions, accounting for income taxes in interim periods and income tax
disclosures. The adoption of ASC 740-10 has not resulted in any material impact
on the Company’s financial position or results.
 
 Huifeng
Bio-Pharmaceutical is incorporated in the United States and has incurred net
operating losses for income tax purposes for the three and six months ended June
30, 2010 and 2009.
 
 Northwest,
a wholly owned subsidiary of the Company, is 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, is a company formed under
the laws of the PRC and is registered as a new and high technology enterprise
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 three and
six months ended June 30, 2010 and 2009 were $300,081,
$108,825, $492,590 and $124,025 respectively.
 
 Huifeng
Engineering, the 70% owned subsidiary of Huifeng Bio-Technic, is a company
formed under the laws of the PRC and is 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 three and six months ended June 30, 2010
and 2009 has been made as Huifeng Engineering incurred net operating losses
and was disposed of on June 28, 2009.
 
 Huifeng
Pharmaceutical, the 80.2% owned subsidiary of Huifeng Bio-Technic, is a company
formed under the laws of the PRC and is subject to PRC income tax which is
computed according to the relevant laws and regulations in the PRC. The
applicable tax rate for the six months ended June 30, 2010 and 2009 was 25%. The
provision for income tax expenses for the three and six months ended June 30,
2010 and 2009 was $89,265, $30,749, $145,695 and $60,547,
respectively.
 
 NOTE
8.  INCOME 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 similarly 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. Diluted income
per share for the three and six months ended June 30, 2010 and 2009, includes
the Company’s 10% secured convertible notes (the “Notes”) in the aggregate face
amount of $1,410,625 as of June 30, 2010 and $2,000,000 as of June 30, 2009
which are due and payable in full in 2 years from their
issuance.
  6
 
 Warrants
to purchase 500,000 shares of common stock at $1.50 per share as of June 30,
2009 (amended to purchase 450,000 shares of common stock at $1 per share as
of June 30, 2010) and a stock option to purchase 100,000 shares of common stock
at price $1.50 per share as of June 30, 2009, were excluded from the calculation
of diluted earnings per share because the effect of the warrants and stock
options is anti-dilutive.
 
 NOTE
9.  BUSINESS SEGMENTS
 
 The
Company operates in only one segment; therefore segment disclosure is not
presented.
  NOTE
10.  RECENT ACCOUNTING PRONOUNCEMENTS
 
 In
January 2010, FASB issued ASU 2010-2, “Accounting and Reporting for Decreases in
Ownership of a Subsidiary- a Scope Clarification”. ASU 2010-2 addresses
implementation issues related to the changes in ownership provisions in the
Consolidation—Overall Subtopic (Subtopic 810-10) of the FASB ASC, originally
issued as SFAS 160, “Noncontrolling Interests in Consolidated Financial
Statements”. Subtopic 810-10 establishes the accounting and reporting guidance
for noncontrolling interests and changes in ownership interests of a subsidiary.
An entity is required to deconsolidate a subsidiary when the entity ceases to
have a controlling financial interest in the subsidiary. Upon deconsolidation of
a subsidiary, an entity recognizes a gain or loss on the transaction and
measures any retained investment in the subsidiary at fair value. The gain or
loss includes any gain or loss associated with the difference between the fair
value of the retained investment in the subsidiary and its carrying amount at
the date the subsidiary is deconsolidated. In contrast, an entity is required to
account for a decrease in ownership interest of a subsidiary that does not
result in a change of control of the subsidiary as an equity transaction.
ASU 2010-2 is effective for the Company starting January 3, 2010. The
Company expects the adoption of ASU 2010-2 will not have a material impact on
the Company's results of operations or financial position.
 
 In
January 2010, FASB issued ASU 2010-6, “Improving Disclosures about Fair
Measurements". ASU 2010-6 provides amendments to subtopic 820-10 that require
separate disclosure of significant transfers into and out of Level 1 and
Level 2 fair value measurements and the presentation of separate
information regarding purchases, sales, issuances and settlements on a gross
basis in the reconciliation of Level 3 fair value measurements.
Additionally, ASU 2010-6 provides amendments to subtopic 820-10 that clarify
existing disclosures about the level of disaggregation and inputs and valuation
techniques. ASU 2010-6 is effective for financial statements issued for annual
reporting periods beginning after December 15, 2009, except for Level 3
reconciliation disclosures which are effective for annual periods beginning
after December 15, 2010. The Company expects the adoption of ASU 2010-06
will not have a material impact on the Company’s results of operations or
financial position.
 
 In
February 2010, FASB issued ASU 2010-9 “Subsequent Events (Topic 855) Amendments
to Certain Recognition and Disclosure Requirements”. ASU 2010-9 amends
disclosure requirements within Subtopic 855-10. An entity that is an SEC filer
is not required to disclose the date through which subsequent events have been
evaluated. This change alleviates potential conflicts between Subtopic 855-10
and the SEC's requirements. ASU 2010-9 is effective for interim and annual
periods ending after June 15, 2010. The Company expects the adoption of ASU
2010-06 will not have a material impact on the Company’s results of operations
or financial position.
 
 In March
2010, FASB issued ASU 2010-11 “Derivatives and Hedging (Topic 815) Scope
Exception Related to Embedded Credit Derivatives”. ASU 2010-11 clarifies the
type of embedded credit derivative that is exempt from embedded derivative
bifurcation requirements. Only one form of embedded credit derivative qualifies
for the exemption—one that is related only to the subordination of one financial
instrument to another. As a result, entities that have contracts containing an
embedded credit derivative feature in a form other than such subordination may
need to separately account for the embedded credit derivative feature.
The amendments in this Update are effective for each reporting entity at
the beginning of its first fiscal quarter beginning after June 15, 2010. Early
adoption is permitted at the beginning of each entity’s first fiscal quarter
beginning after issuance of this Update. The Company expects the adoption of ASU
2010-11 will not have a material impact on the Company’s results of operations
or financial position.
 
 In April 2010, FASB issued
ASU 2010-13 “Compensation-Stock Compensation (Topic 718) Effect of Denominating
the Exercise Price of a Share-Based Payment Award in the Currency of the Market
in Which the Underlying Equity Security Trades”. ASU 2010-13 addresses the
classification of a share-based payment award with an exercise price denominated
in the currency of a market in which the underlying equity security trades.
Topic 718 is amended to clarify that a share-based payment award with an
exercise price denominated in the currency of a market in which a substantial
portion of the entity’s equity securities trades shall not be considered to
contain a market, performance, or service condition. Therefore, such an award is
not to be classified as a liability if it otherwise qualifies as equity
classification. The amendments in this Update should be effective for fiscal
years, and interim periods within those fiscal years, beginning on or after
December 15, 2010. The guidance should be applied by recording a
cumulative-effect adjustment to the opening balance of retained earnings for all
outstanding awards as of the beginning of the fiscal year in which the
amendments are initially applied. The Company expects the adoption of ASU
2010-13 will not have a material impact on the Company’s results of operations
or financial position.
  7
 
 In April
2010, FASB issued ASU 2010-18“Effect of a Loan Modification When the Loan Is Part of a Pool That Is
Accounted for as a Single Asset (A consensus of the FASB Emerging Issues
Task)”. ASU 2010-18
clarifies that modifications of loans that are accounted for within a pool under
Subtopic 310-30, which provides guidance on accounting for acquired loans that
have evidence of credit deterioration upon acquisition, do not result in the
removal of those loans from the pool even if the modification would otherwise be
considered a troubled debt restructuring. An entity will continue to be required
to consider whether the pool of assets in which the loan is included is impaired
if expected cash flows for the pool change. The amendments do not affect the
accounting for loans under the scope of Subtopic 310-30 that are not accounted
for within pools. Loans accounted for individually under Subtopic 310-30
continue to be subject to the troubled debt restructuring accounting provisions
within Subtopic 310-40. The amendments in this Update are effective for
modifications of loans accounted for within pools under Subtopic 310-30
occurring in the first interim or annual period ending on or after July 15,
2010. The Company expects the adoption of ASU 2010-18 will not have a material
impact on the Company’s results of operations or financial
position.
 
 NOTE
11.  OTHER ASSETS
 
 Other
assets consisted of the following:
 
 June 30, 2010
                      
                      
                      December
      31, 2009(Unaudited)
                      
                      
                      (Audited)Advances
      to staff
                      
                      $
                      12,832
                      
                      
                      $
                      11,067Other
      receivables and prepayments
                      
                      
                      58,494
                      
                      
                      
                      56,604Trade
      deposits paid
                      
                      
                      1,223,764
                      
                      
                      
                      417,193Deposits
      paid for acquisition of equipment
                      
                      
                      818,054
                      
                      
                      
                      88,253Deposits
      paid for acquisition of subsidiaries (note)
                      
                      
                      2,056,223
                      
                      
                      
                      -$
                      4,169,367
                      
                      
                      $
                      573,117
 
 Note:
              In
      June 2010, the Company entered into provisional sale and purchase
      agreements with independent third parties to acquire certain equity
      interests in two PRC companies which are engaged in development,
      manufacture and sale of pharmaceutical raw materials. Upon signing the
      agreements, the Company paid $2,056,223 as deposits and partial payment of
      the consideration for the acquisitions. The total consideration will be
      settled by cash and common stock of the Company, and will be determined
      later. As of June 30, 2010, no definitive sale and purchase agreements
      have been entered into by all
parties.
 
 NOTE
12 NOTES PAYABLE
 
 Notes
payable consisted of the following:
 
 June 30, 2010
                      
                      
                      December
      31, 2009(Unaudited)
                      
                      
                      (Audited)Notes
      payable to a financial institution, interest bearing at 10.188% per
      annum, secured by a director’s properties and the Company's property
      and equipment, due in June 2010
                      
                      $
                      254,090
                      
                      
                      $
                      253,028Note
      payable to a bank, interest bearing at 6.372% per annum, guaranteed
      by a director and a third party, due in May 2010
                      
                      
                      -
                      
                      
                      
                      292,517Note
      payable to a bank, interest bearing at bank’s one-year Benchmark
      lending rate at the date of loan plus 20% (i.e. 6.372%) per annum,
      guaranteed by a director and a third party, due in September
      2010
                      
                      
                      293,747
                      
                      
                      
                      292,517Current
      maturities
                      
                      $
                      547,837
                      
                      
                      $
                      838,062
 
 Interest
expenses for the three and six months ended June 30, 2010 and 2009 were $11,569,
$13,755, 28,217 and $22,639 respectively.
 
 NOTE
13.  CONVERTIBLE NOTES PAYABLE
 
 On
December 31, 2007, the Company consummated a private placement of 10% secured
convertible notes in the aggregate principal amount of $2,000,000 (the
“Notes”).  In connection with this offering, the Company also issued
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 using the effective interest method. For the three and six
months ended June 30, 2010 and 2009, the Company amortized financing cost of $0,
$42,437, $0 and $84,875, respectively which is included in interest
expenses. The Notes were due on 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.
  8
 
 On
December 31, 2009, one Note holder converted the principal amount of $200,000 of
its Note into 200,000 shares of common stock of the Company. On December 24,
2009, the Company and the remaining six note holders holding Notes totaling
$1,800,000, entered into an amendment of the Notes as follows:
 
 1.
              The
      maturity date of the Notes was extended from December 31, 2009 to June 30,
      2011;
 
 2.
              The
      conversion price of the Notes was reduced from $1.00 to
    $0.80;
 
 3.
              The
      exercise price of warrants to purchase 450,000 shares of common stock was
      reduced from $1.50 to $1.00;
 
 4.
              The
      term of warrants was extended by one year to December 31,
      2011;
 
 5.
                The
      Company agreed to issue to the holders an aggregate of 450,000 shares of
      common stock in consideration for entering into the amendment;
      and
 
 6.
                The
      principal is due and payable in accordance with a payment schedule by
      percentages from 2.5% to 14.5% beginning on April 30, 2010 with the entire
      remaining balance payable on June 30,
2011.
 
 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 accrued, if any, upon not
fewer than thirty days’ prior written notice to the holders.
 
 In
accordance with ASC 470-20 (formerly EITF 98-5), a beneficial conversion feature
has been recorded on the extension of the maturity date of the Notes as the
conversion price of the Notes of $0.8 is lower than the fair market value per
share of $0.99 at December 24, 2009. The value of beneficial conversion feature
of $342,000 is recorded as a reduction in the carrying value of the Notes
against additional paid-in capital and is amortized over the term of the Notes
from the respective date of extension using the effective yield method. The
Company amortized $74,210 and $149,487 respectively of beneficial
conversion feature as interest expense for the three and six months ended June
30, 2010.
 
 The Notes
are secured by 500,000 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.
 
 The
Company recorded a discount on the Notes in accordance with ASC 470-20 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 three and six months ended June 30, 2009,
the Company recorded amortization of $38,337 and $76,672 respectively as
interest expenses in the statement of operations. Pursuant to the amendment of
the terms of the Notes the fair value of the remaining warrants was
re-calculated using the Black-Scholes model using the following assumptions; (i)
risk-free interest rate of 1%; (ii) expected life of 2 years; (iii) expected
volatility of 177%; (iv) expected dividend yield of 0.00%; and (v) stock market
price of $0.99. The Company recorded a fair value of $352,463 as further
discount on Notes and amortized $76,481 and $154,061 respectively as an
interest expense in the statement of operations for the three and six months
ended June 30, 2010.
 
 The
issuance of 450,000 shares of common stock to the Note holders in consideration
for entering into the amendment is a cost associated with the extension of the
Notes. The Company recorded a fair value of $445,500 as discount on Notes and
amortized $96,669 and $194,727 respectively as an interest expense in the
statement of operations for the three and six months ended June 30,
2010.
 
 The Notes
bear a 10% annual interest rate payable in arrears with a first payment due on
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 three and six months ended June 30, 2010 and 2009, $21,580,
$51,111, $61,802 and $101,111 respectively were recorded as interest
expenses.
 
 As of
June 30, 2010, four Note holders converted the principal amount of $275,000 of
their Notes into 343,750 shares of common stock of the Company at a conversion
price of $0.8 per share and the Company repaid the principal amount of $114,375
in cash to the remaining two Note holders.
  9
 
 NOTE
14.  COMMITMENTS AND CONTINGENCIES
 
 (A)
              Operating
      lease commitments
 
 The
Company leases office and warehouse space from a third party under operating
leases which expire on September 30, 2010 and on July 23, 2011 at a quarterly
rental of $2,852 and at an annually rental of $4,389,
respectively.  For the three and six months ended June 30, 2010 and
2009, the Company recognized rental expenses in the amount of $3,951, $5,335,
$7,901 and $8,183, respectively.
 
 As of
June 30, 2010, the Company had outstanding commitments with respect to
non-cancelable operating leases of $7,608 which are due by July 23,
2011.
 
 (B)
              Capital
      commitments
 
 As of
June 30, 2010, the Company had capital commitments of $939,988 for the purchase
of equipment.
 
 (C)
              Contingencies
 
 The
Company accounts for loss contingencies in accordance with ASC Topic 450
“Contingencies” (ASC Topic 450) and other related guidelines. Set forth below is
a description of certain loss contingencies as of June 30, 2010 (unaudited) and
management’s opinion as to the likelihood of loss in respect of loss
contingency.
 
 (D)
              Litigation
      by and against Primary Capital, LLC
 
 In May
2010, Primary Capital, Inc. (“Primary Capital”) filed a Complaint against the
Company entitled Primary
Capital,Inc. vs.
Huifeng Bio-Pharmaceutical Technology, Inc., in the United States
District Court for the Southern District of New York.  Primary Capital
asserts that the Company breached its contract with Primary Capital by failing
to honor the exercise of two million option to purchase the Company’s common
stock at the exercise price of $0.9 per share on a cashless basis and to pay the
second retainer payment of $150,000 in exchange for investment banking
services.  According to the Complaint, Primary Capital seeks a minimum of
$930,000 in damages. The Company has filed a formal response to the Complaint in
which the Company denies liability for the claims of Primary Capital and also
has filed a Counterclaim against Primary Capital asserting breach of contract
based on the failure of Primary Capital to provide the required services under
the contract. Because the litigation is at the preliminary stage, the
Company cannot comment on whether an adverse outcome is probable or otherwise.
The Company believes that any liability it would incur will not have a material
impact on its financial positions and results of operations.
 
 NOTE
15.  STOCKHOLDERS’ EQUITY
 
 (A)
              Stock
      options
 
 On April
28, 2008, the Company issued options to its legal counsel to purchase up to
100,000 shares of common stock at an exercise price of $1.50 per share. The
options are exercisable in whole or in part, are fully vested upon execution of
the agreement and are exercisable at any time pursuant to the terms of the
Agreement until April 28, 2010. The fair value of the options was estimated on
the grant date using the Black-Scholes option pricing model as required by ASC
718 with the following assumptions and estimates: expected dividend 0%,
volatility 189%, a risk-free rate of 2.36% and an expected life of two years.
The value of options recognized during the three and six months ended June 30,
2010 and 2009 was $0, $10,916, $0 and $21,832 respectively. The stock options
were fully exercised in a cashless exercise in January 2010 and the Company
issued 60,000 shares of common stock.
 
 (B)
              Stock
      issuances
 
 On
February 25, 2010, the Company appointed three new independent directors and
granted a total of 110,000 shares of the Company’s restricted common stock as
annual compensation to the new directors. On May 6, 2010, one of the new
independent directors resigned and the Company agreed to issue 5,833 shares of
restricted common stock for the two months’ service period. Consequently, the
Company issued 85,833 shares of restricted common stock having a fair value of
$75,533 as annual compensation. The value of the common stock issued was
determined based on the closing market price of $0.88 on February 25, 2010. The
Company recorded deferred stock compensation of $46,933 as of June 30, 2010 and
recognized $20,167 and $28,600 respectively as stock-based compensation
expense for the three and six months ended June 30, 2010.
 
 On April
10, 2010, the Company granted 19,340 shares of the Company’s restricted common
stock to a legal counsel, having a fair value of $19,727 for legal advisory
services. The value of the common stock issued was determined based on the
closing market price of $1.02 on April 10, 2010.
 
 On April
16, 2010, the Company granted 50,000 shares of the Company’s restricted common
stock to an investment related company, having a fair value of $52,500 as annual
compensation. The value of the common stock issued was determined based on the
closing market price of $1.05 on April 16, 2010. The Company recorded deferred
stock compensation of $41,562 and recognized $10,938 as stock-based compensation
expense for the six months ended June 30, 2010.
 
 On April
16, 2010, the Company granted 130,000 shares of the Company’s restricted common
stock to four consultants, having a fair value of $136,500 for consultancy
services. The value of the common stock issued was determined based on the
closing market price of $1.05 on April 16, 2010.
  10
 
 In April
2010, four Note holders converted $275,000 in principal under their Notes into
343,750 shares of common stock of the Company at a conversion price of $0.80 per
share.
 
 On May 8,
2010, the Company appointed a new independent director and granted 30,000 shares
of restricted common stock, having a fair value of $34,200 as annual
compensation. The value of the common stock issued was determined based on the
closing market price of $1.14 on May 8, 2010. The Company recorded deferred
stock compensation of $28,500 and recognized $5,700 as stock-based compensation
expense for the six months ended June 30, 2010.
  NOTE
16.  RELATED PARTY TRANSACTIONS
 
 The
current Chief Executive Officer and two other stockholders pledged a total of
5,272,860 shares of common stock held by them to secure the Company’s
performance of the $2,000,000 Convertible Notes issued on December 31, 2007,
which was due on December 31, 2009 and extended to June 30, 2011.
 
 As of
June 30, 2010, the Company owed a stockholder of $499,026 for a short-term loan
made on an unsecured basis and repayable on October 30, 2010. Interest is
charged at the rate of 7.2% per annum. No interest expenses were recorded for
the six months ended June 30, 2010 as the amount is insignificant.
 
 NOTE
17.  CONCENTRATIONS AND RISKS
 
 During
the six months ended June 30, 2010 and 2009, 100% of the Company’s entire assets
were located in China.
 
 During
the six months ended June 30, 2010 and 2009, 34% and 47% of the Company's
revenues were derived from companies located in China,
respectively.
 
 The
Company relied on a single customer for approximately $475,000 or 11% of sales
for the six months ended June 30, 2009. At June 30, 2009, the accounts
receivable from this customer was $33,033. The Company did not rely on any one
or a few major customers during the six months ended June 30, 2010.
 
 NOTE
18.  RECLASSIFICATION
 
 The
Company disposed of its 70% subsidiary, Huifeng Engineering, in June 2009. As a
result of the disposal, the condensed consolidated financial statements of the
Company reflect the disposal of Huifeng Engineering as discontinued operations
for all periods presented. Accordingly, the net operating results of the
discontinued operations, net of income taxes have been reclassified as loss from
discontinued operations, net of income taxes in the condensed consolidated
statements of operations.
  
 11
 
 Item 2.Management's Discussion and
Analysis of Financial
Condition and Results of Operations
  The
following discussion should be read in conjunction with the Huifeng
Bio-Pharmaceutical Technology, 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” section in the Annual Report on
10-K.   All references to years relate to the calendar year ended
December 31 of the particular year.
 
 OVERVIEW
 
 Business
 
 The
Company, through its wholly owned subsidiary Northwest BioTechnic Inc., owns
100% of Xi’an Huifeng Bio-Technic Inc (“Huifeng PRC”) which produces and
sells plant extracts, biochemical products and pharmaceutical raw products in
the PRC and internationally. Huifeng PRC was founded on January 18, 2000. With
its proprietary technology of “Producing Rutin by Eliminating Enzyme and Mucus”
together with abundant resources of high quality pagoda rice in the Northwest
region of China as raw material, Huifeng PRC became one of the major producers
of Rutin in Xian city within two years after it was established. Huifeng’s
patented Rutin-refining technology is one of the most advanced in China and
the Company is one of the major Rutin suppliers in the world
market. The Company emphasizes technology and product innovation and its
strategic mission is to commercialize Chinese traditional medicine. The
Company’s major business goals are as follows:
 
  ̈
                Produces
      pharmaceutical raw materials, active pharmaceutical ingredients, and plant
      extracts. ̈
                Focuses
      on expanding extract production and new market
  penetration. ̈
                Currently
      is the leading Chinese producer of Rutin and Diosmin. ̈
                Serves
      a diverse domestic and international client base. ̈
                Maintains
      all Chinese qualifying certifications for domestic and international sales
      of plant extracts and related products. ̈
                Includes
      ISO9000:2001 and multiple national Good Manufacturing Practices (GMP)
      qualifications.
  Our
Products
  The
Company’s products are primarily in the chemical category called flavonoids,
with medicinal benefits and multiple end markets, including pharmaceuticals used
for humans and animals, nutraceuticals, cosmetics, functional drink and
food. All the products can be reduced to the three categories as
follows:
 
 Pharmaceutical
Raw Materials
  ̈
                Diosmin
      EP and other specification clients required. ̈
                Rutin
      USP standard, Rutin DAB9, Rutin DAB10, Rutin EP5, Rutin
    BP2006 ̈
                Troxerutin
      DAB1999, Troxerutin EP5, Troxerutin EP6 ̈
                Silymarin
      USP, Silymarin DAB, Silymarin
BP2006
  Active
Pharmaceutical Ingredients
  ̈
                Quercetin
      , Rhamnose, Glucomannan, Glucuronolactone, Hesperidin,
      Synephrine, Resveratrol, etc. Soybean Isoflavones, Lutein, Lycopene,
      5-HTP, etc.
  Plant
Extracts
  ̈
                Ginkgo
      Biloba Extract, Epimedium Extract, Bilberry Extract, Grape Seed
      Extract, Bitter Melon Extract, Mellisa Officinallis Extract,
      etc.
 
 Production
Facilities
 
 On June
28, 2009, Huifeng Bio-Technic disposed of its 70% interest in Huifeng
Engineering, located in Fenghui, Changan, Xian, for a cash consideration of
$21,919. At present, we have one major production facility that includes the
following equipment resources:
 
 Manufacturing
plant located at No. 1, Huifeng Rd, Changwu, Xianyang:
 
 ·
              This
      production site is for refining and manufacturing of new
      products.·
              This
      production site has a total of 10 buildings
  including:-
              A
      two-level office building-
              A
      four-level staff building-
              An
      one-level building for clean area under GMP standard-
              One
      raw materials storage building-
              Two
      buildings for storage of finished products-
              One
      building for dangerous products-
              Building
      for quality testing zone and researching
  center-
              Building
      for power and maintenance (including boiler, power distribution and
      maintenance)-
              One
      cafeteria and staff canteen
  12
 
 The
production facilities occupy a total area of approximately 117,569 square feet.
The Company has pledged part of its production facilities in Changwu factory
valued at approximately $978,851 to Xi'an Beilin District Credit Cooperatives to
secure a loan in the principal amount of $253,028 due June 2010. The Company has
applied for an extension on the loan until June 2011.
 
 We
currently obtain all of our raw materials from third parties and from various
farmers located in the Shaanxi, Gansu and Shanxi provinces of China. Our
principal suppliers include Cungui Zhang, Xiaohe Wang and Yingwei Xu. All of
them are the largest wholesalers in their own area.
 
 Target
Markets and Principal Customers
 
 As ofJune30, 2010, we have developedtwonew customers.One is a U.S.basedcustomer who primarily purchasesQuercetin. Anotheris aSpainAPI sourcingcompanywhoprimarily purchasesDiosmin.The Company isthe only Chinese producer that is in the
processof
applyingfor a COSfromEDQM(European Directorate for Quality
Medicines).
 
 For the
present, all of our products are raw materials and intermediaries used in the
production of medicine, nutraceuticals and cosmetics and our customers are
pharmaceutical companies and manufacturers of nutraceuticals, cosmetics, and
functional food and drinks.
 
 Dependence
on Major Customers
 
 For the
quarter ended June 30, 2010, our top five customers accounted for
approximately 23% of our revenues. We are working towards developing a broad
base of customers to minimize our dependency on any major
customers.
 
 Sales
and Marketing
 
 For the
period ended June 30, 2010, the majority of products were raw materials and
intermediaries used in the production of medicine, nutraceuticals and
cosmetics. Our target customers were mostly industrial clients and we
continued to sell our products to pharmaceutical and nutrition and food
manufacturers. Most of our customers place purchase orders directly with our
sales and marketing team. However, in order to diversify and expand our product
sales networks, we began using outside distribution channels for some of our
export sales in 2009. We accepted purchase orders from professional foreign
trade corporations in order to expand our international distribution
channels and increase sale revenues from exports.
 
 The sales
department is divided into two teams, a domestic sales team and an export sales
team. During the period ended June 30, 2010, the Company did not add any
new employees in the sales department and still stands at 24 employees. All the
sales department employees are highly trained. The Company attends
international industrial exhibitions and fairs which are held
worldwide.
 
 We did
not establish any regional representative or sales office in the first half of
2010 because our products were primarily sold through direct orders from our
clients who placed orders with our sales department. There was no need for any
retail distribution of our product.
 
 Competition
 
 Huifeng
engages in Rutin production in China. With its proprietary technology of
“Producing Rutin by Eliminating Enzyme and Mucus” and with abundant resources of
high quality pagoda rice in the Northwest region of China as a raw material,
Huifeng does not face significant competition within China.
 
 Our major
competitor for Rutin continues to be Sichuan Xieli Pharmaceutical Company
Limited (“Xieli”). However, we believe that due to the lack of technology
patents and ready access to raw materials, Xieli is gradually fading out of the
Rutin refining business and is shifting its business from raw medicine
production to finished medicine production.
 
 Our
competitor for Diosmin and L-Rhamnose is Chengdu Huakang Biology Company
(“Huakang”). However, Huakang has no licenses for drug production and cannot
sell its products for medicinal use.  The scope of its market is
therefore restricted. In addition, unlike us, they did not have the requisite
European Certification of Suitability (“COS”). Thus they do not pose any threat
to us in terms of market share and sales, particularly in the export
market.
 
 In the
first half of 2010, there were some new domestic competitors for certain new
products that we have started selling, including Resveratrol. However, we do not
believe that these competitors have mature technologies for producing
Resveratrol at costs lower than us. Therefore we do not believe that they pose
an immediate threat to our business.
 
 Principal
Office
 
 Our
principal office is located at 16B/F Ruixin Bldg., No. 25 Gaoxin Road, Xi’an,
Shaanxi Province, China 710075.
  13
 
 Employees
and Organization
 
 As of
June 30, 2010, we had approximately 224 employees. During the three months ended
June 30, 2010, there was no change in the number of employees. None of our
employees are covered by a collective bargaining agreement and we have never
experienced a work stoppage, and we consider our labor relations to be
good.
 
 As of
June 30, 2010, our Company organization was as follow:
 
 No. of Employees
                            
                            
                            No.
      of EmployeesAt
                            
                            
                            atJune
                            
                            
                            JuneDepartment
                            
                            30, 2010
                            
                            
                            30, 2009Sales
      department:Domestic
      sales department
                            
                            
                            8
                            
                            
                            
                            8Export
      sales department:Export
      section I
                            
                            
                            8
                            
                            
                            
                            8Export
      section II
                            
                            
                            8
                            
                            
                            
                            8Production
      department
                            
                            
                            155
                            
                            
                            
                            154Technical
      department
                            
                            
                            5
                            
                            
                            
                            5Inspection
      department
                            
                            
                            8
                            
                            
                            
                            8Provision
      department
                            
                            
                            5
                            
                            
                            
                            5Personnel
      department
                            
                            
                            5
                            
                            
                            
                            5Finance
      department
                            
                            
                            7
                            
                            
                            
                            7Security
      department
                            
                            
                            8
                            
                            
                            
                            8Certification
      department
                            
                            
                            7
                            
                            
                            
                            5TOTAL
                            
                            
                            224
                            
                            
                            
                            221
 
 Research
and Development
 
 As of
June 30, 2010, we continued the research and development of new products and new
technologies. We kept the structure of our research and development
team.
 
 Research
and development costs for the six months ended June 30, 2010 and 2009 were
$31,766 and $20,601, respectively. The increase is mainly due to the cost of
research materials, related external testing and employees’ wages.
 
 Patents
and Intellectual Property
 
 Huifeng's
proprietary technology “Producing Rutin by Eliminating Enzyme and Mucus”
received a Chinese national technology patent.
 
 Government
Regulations
 
 The
Chinese government requires all manufacturers of medicine and medicinal related
products to obtain GMP certification for their pharmaceutical manufacturing
facilities. Huifeng obtained GMP certification from relevant government
regulatory bodies. Other than GMP certification requirements, there was no
significant change in the regulatory environment in China.
 
 Compliance
with Environmental Laws
 
 We
believe that we are in compliance with environmental laws in the PRC which are
applicable to us. The costs of such compliance do not have a material effect on
our financial condition.
 
 Regulation
of Enterprise Income Tax Law
 
 The
Enterprise Income Tax Law (“EIT Law’) was promulgated by the National
People’s Congress on March 16, 2007 to introduce a new uniform taxation regime
in the PRC. Both resident and non-resident enterprises deriving income from the
PRC will be subject to this EIT Law from January 1, 2008. It replaced the
previous two different tax rates applied to foreign-invested enterprises and
domestic enterprises by only one single income tax rate applied for all
enterprises in the PRC. Under this EIT Law, except for some hi-tech enterprises
which are subject to EIT rates of 15% and other very limited situation that
allows EIT rates at 20%, the general applicable EIT rate in the PRC is
25%.
 
 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.
  14
 
 The
Company does not have any reserves against its accounts receivable or
inventories at June 30, 2010 and 2009. 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 ASC Topic 605 (formerly 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 recognized 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 ASC Topic 605 with minimal
subjectivity.
 
 RESULTS OF
OPERATIONS
 
 Three Months Ended June 30,
2010 Compared To Three Months Ended June 30, 2009
 
 Revenues,
Cost of Revenues and Gross Margin
 
 Revenues
for the quarter ended June 30, 2010 were $6,698,952, an increase of $3,607,427,
or 116.7%, from $3,091,525 for the same quarter in 2009. Our increase in sales
revenues for the second quarter of 2010 was mainly due to the increase in our
sales of pharmaceutical raw-material and pharmaceutical intermediates, which
include our products of Rutin, Troxerutin, Quercetin and Diosmin. An analysis of
our results in sales of our products is as follows:
  For the quarter ended
                        June 30,
                      
                      
                      IncreaseProduct
                      
                      2010
                      
                      
                      2009Pharmaceutical
      intermediates
                      
                      $
                      1,477,178
                      
                      
                      $
                      765,929
                      
                      
                      $
                      711,249Pharmaceutical
      raw-material
                      
                      
                      4,712,016
                      
                      
                      
                      1,907,060
                      
                      
                      
                      2,804,956Plant
      Extractive and others
                      
                      
                      509,758
                      
                      
                      
                      418,536
                      
                      
                      
                      91,222TOTAL
                      
                      $
                      6,698,952
                      
                      
                      $
                      3,091,525
                      
                      
                      $
                      3,607,427
  Cost of
revenues for the quarter ended June 30, 2010 were $4,231,888, an increase of
$2,317,868, or 121.1%, from $1,914,020 for the quarter ended June 30, 2009.
Compared to the quarter ended June 30, 2009, the increase in the cost of
revenues for the second quarter of 2010 was caused by the increase in sales of
our pharmaceutical raw-materials. An analysis of our results in cost of
revenues of our products is as follows:
 For the quarter ended
                June
      30,
              
              
              IncreaseProduct
              
              2010
              
              
              2009Pharmaceutical
      intermediates
              
              $
              945,174
              
              
              $
              457,478
              
              
              $
              487,696Pharmaceutical
      raw-material
              
              
              2,923,993
              
              
              
              1,323,376
              
              
              
              1,600,617Plant
      Extractive and others
              
              
              362,721
              
              
              
              133,166
              
              
              
              229,555TOTAL
              
              $
              4,231,888
              
              
              $
              1,914,020
              
              
              $
              2,317,868
  15
 
 Our gross
margin for the quarter ended June 30, 2010 was $2,467,064, an increase of
$1,289,559, or 109.5%, from $1,177,505 for the same quarter in 2009 as a result
of the increase in our products sold, mainly due to the sales increase of
pharmaceutical raw-material.
 
 Our gross
margin as a percentage of revenues for 2010 slightly decreased 1.3% from
38.1% for the second quarter of 2009 to 36.8% in the same quarter in 2009, due
to the slight increase in raw material’s price.
 
 General
and Administrative Expenses
 
 General
and Administrative expenses totaled $330,811 for the three months ended June 30,
2010, an increase of $298,104, or 911%, from $32,707 for the three months ended
June 30, 2009. The increase in general and administrative expenses was mainly
due to an increase in legal and professional fees by $179,611 and foreign
currency exchange loss by $71,408 during the period.
 
 Selling
and Distribution Expenses
 
 Selling
and distribution expenses totaled $41,600 for the three months ended June 30,
2010, an increase of $7,029, or 20%, from $34,571 for the three months
ended June 30, 2009. The increase in selling and distribution expenses was
mainly due to the increase in meeting expense for CPHI China 2010 in
Shanghai by $10,998 during the period as compared to the same quarter of
2009.
 
 Six
Months Ended June 30, 2010 Compared To Six Months Ended June 30,
2009
 
 Revenues,
Cost of Revenues and Gross Margin
 
 Revenues
for the six months ended June 30, 2010 were $10,850,838, an increase of
$6,433,418, or 145.6%, from $4,417,420 for the same period in 2009. Our increase
in revenues for the six months ended June 30, 2010 was mainly due to the
increase in our sales of pharmaceutical raw-material and pharmaceutical
intermediates, which include our products of  Rutin ,L-Rhamnose,
Quercetin and Diosmin. An analysis of our results in sales of our products is as
follows:
  Six
      months ended
                                      June
      30,
                                    
                                    
                                    Increase/Product
                                    
                                    2010
                                    
                                    
                                    2009
                                    
                                    
                                    (Decrease)Pharmaceutical
      intermediates
                                    
                                    $
                                    2,309,996
                                    
                                    
                                    $
                                    897,790
                                    
                                    
                                    $
                                    1,412,206Pharmaceutical
      raw-material
                                    
                                    
                                    7,889,535
                                    
                                    
                                    
                                    2,635,525
                                    
                                    
                                    
                                    5,254,010Plant
      Extractive and others
                                    
                                    
                                    651,307
                                    
                                    
                                    
                                    884,105
                                    
                                    
                                    
                                    (232,798
                                    )TOTAL
                                    
                                    $
                                    10,850,838
                                    
                                    
                                    $
                                    4,417,420
                                    
                                    
                                    $
                                    6,433,418
 
 Cost of
revenues for the six months ended June 30, 2010 were $6,761,042,
an increase of $3,795,182, or 127.9%, from $2,965,860 for the six months
ended June 30, 2009. Compared to the six months ended June 30, 2009,
the increase in the cost of revenues for the six months ended June 30, 2010
was caused by the increase in our sales of pharmaceutical intermediates
and pharmaceutical raw-material, which include our products of L-Rhamnose,
Quercetin and Diosmin. An analysis of our results in cost of revenues of our
products is as follows:
 
 Six months ended
                        June 30,
                      
                      
                      Increase
      /Product
                      
                      2010
                      
                      
                      2009
                      
                      
                      (Decrease)Pharmaceutical
      intermediates
                      
                      $
                      1,392,174
                      
                      
                      $
                      549,956
                      
                      
                      $
                      842,218Pharmaceutical
      raw-material
                      
                      
                      4,915,996
                      
                      
                      
                      1,892,526
                      
                      
                      
                      3,023,470Plant
      Extractive and others
                      
                      
                      452,872
                      
                      
                      
                      523,378
                      
                      
                      
                      (70,506
                      )TOTAL
                      
                      $
                      6,761,042
                      
                      
                      $
                      2,965,860
                      
                      
                      $
                      3,795,182
  The gross
profit margin for the six months ended June 30, 2010 was $4,089,796,
an increase of $2,638,236 or 181% from $1,451,560 for the six months period
ended June 30, 2009 as a result of the increase in our products
sold.
 
 Our gross
margin as a percentage of revenues for the six months ended June 30, 2010 was
slightly increased from 32.9% to 37.7%, which compared to the same period in
2009 The increase in gross margin was mainly due to the increase of the
selling price of raw-materials during the quarter ended June 30,
2010.
 
 General
and Administrative Expenses
 
 General
and Administrative expenses totaled $575,151 for the six months ended June 30,
2010, an increase of $133,745, or 30%, from $441,406 for the six months ended
June 30, 2009. The increase in general and administrative expenses was mainly
due to an increase in legal and professional fees by $156,333 and
foreign currency exchange loss by $122,097 during the period.
  16
 
 Selling
and Distribution Expenses
 
 Selling
and distribution expenses totaled $60,392 for the six months ended June 30,
2010, a decrease of $26,537, or 30.5%, from $86,929 for the six months ended
June 30, 2009. The decrease in selling and distribution expenses was mainly due
to the increase in sea freight instead of air freight during the six months
ended June 30, 2010, resulting a decrease in transportation expense by $20,860
as compared to the same period of 2009.
 
 Liquidity
and Capital Resources
 
 Cash
 
 Cash and
cash equivalents at June 30, 2010 was $1,661,815.
 
 In the
six months ended June 30, 2010, cash provided by operating activities were
$1,643,604, compared to cash used in operating activities of 106,697 for the six
months ended June 30, 2009, mainly due to a decrease in accounts receivable
and inventories of $171,204 and $1,173,837, respectively, as well
as an increase in due to a stockholder of Xi’an Runfeng Investment Ltd. of
$497,117 and increase in our net income from continuing operations. In the
six months ended June 30, 2010, cash used in investing activities was $138,209
for the six month ended June 30, 2010 compared to cash used in investing
activities of 146,250 for the same period in 2009, mainly as a result of the
purchase of new production machinery and equipment. Cash used in financing
activities in the six months ended June 30, 2010 was $406,997 compared
to cash provided by financing activities of 292,259 in the same period in 2009,
primarily as the result of the repayment of a bank loan to a PRC bank and the
repayment of two Note holders.
 
 Working
Capital
  Our
working capital amounted to $13,321,969 at June 30, 2010.
 
 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 six months ended June 30,
2010 were denominated primarily in Renminbi ("RMB"), the currency of China,
and were converted into US dollars at the exchange rate of 6.8086 to 1. Since
July 22, 2005, the RMB has strengthened against the US dollars. As a result of
the appreciation of RMB we recognized a foreign currency translation gain of
$79,022 during the six months ended June 30, 2010. 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 not 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
4. Controls and Procedures
  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.
 
 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.
  Changes in Internal
Control over Financial Reporting.
 
 There
have been no significant changes in our internal controls over financial
reporting that occurred during the six months ended June 30, 2010 that have
materially affected, or are reasonably likely to materially affect our internal
controls over financial reporting.
  17
 
 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
 
 In May
2010, Primary Capital, Inc. (“Primary Capital”) filed a Complaint against the
Company entitled Primary
Capital, Inc. vs.
Huifeng Bio-Pharmaceutical Technology, Inc., in the United States
District Court for the Southern District of New York. Primary Capital
asserts that the Company breached its contract with Primary Capital by failing
to honor the exercise of two million option to purchase the Company’s common
stock at the exercise price of $0.9 per share on a cashless basis and to pay the
second retainer payment of $150,000 in exchange for investment banking
services.  According to the Complaint, Primary Capital seeks a minimum of
$930,000 in damages. The Company has filed a formal response to the
Complaint in which the Company denies liability for the claims of Primary
Capital and also has filed a Counterclaim against Primary Capital asserting
breach of contract based on the failure of Primary Capital to provide the
required services under the contract.  Because the litigation is at the
preliminary stage, the Company cannot comment on whether an adverse outcome is
probable or otherwise. The Company believes that any liability it would incur
will not have a material impact on its financial positions and results of
operations.
 
 Item
1 A. Risk Factors
 
 Not
required.
 
 Item 2. Unregistered Sales of Equity
Securities and Use of Proceeds
 
 On April
10, 2010, the Company granted 19,340 shares of the Company’s common stock to
legal counsel, having a fair value of $19,727 for legal advisory services. The
value of the common stock issued was determined based on the closing market
price of $1.02 on April 10, 2010. The issuance of these shares was exempt
from registration pursuant to Section 4(2) of the Securities Act of
1933.
 
 On April
16, 2010, the Company granted 50,000 shares of the Company’s common stock to an
investment related company, having a fair value of $52,500 as annual
compensation. The value of the common stock issued was determined based on the
closing market price of $1.05 on April 16, 2010. The issuance of these
shares was exempt from registration pursuant to Section 4(2) of the Securities
Act of 1933.
 
 On April
16, 2010, the Company granted 130,000 shares of the Company’s common stock to
four consultants, having a fair value of $136,500 for consultancy services. The
value of the common stock issued was determined based on the closing market
price of $1.05 on April 16, 2010. The issuance of these shares was exempt
from registration pursuant to Section 4(2) of the Securities Act of
1933.
 
 In April
2010, four Note holders converted the principal amount of $275,000 of their
Notes into 343,750 shares of common stock of the Company at a conversion price
of $0.80 per share. The issuance of these shares was exempt from
registration pursuant to Section 3(a)(9) of the Securities Act of
1933.
 
 On May 8,
2010, the Company appointed a new independent director and granted 30,000 shares
of the Company’s common stock, having a fair value of $34,200 as annual
compensation. The value of the common stock issued was determined based on the
closing market price of $1.14 on May 8, 2010. The issuance of these shares
was exempt from registration pursuant to Section 4(2) of the Securities Act of
1933.
 
 Item 3. DefaultsonSenior
Securities
 
 None.
  Item 4. (Removed and
Reserved)
 
 None
  Item 5. Other Information
 
 Introduction
 
 On
December 31, 2007, the Company entered into a series of agreements including a
Securities Purchase Agreement, a Registration Rights Agreement, certain
Convertible Promissory Notes, certain warrant agreements, Pledge Agreements and
an Escrow Agreement (collectively, the “Transaction Documents”) with certain
purchasers including, among others, Professional Offshore Opportunity Fund,
Ltd., Ancora Greater China Fund, Strategic Alliance Fund, L.P., Strategic
Alliance Fund II, L.P., Peter Treadway, Janet Wang and Manilal Patel
(collectively, the “Investors”).
  18
 
 The
Transaction Documents require Jing’an Wang, the Company’s Chief Executive
Officer, to personally place 1,400,000 shares of the Company’s common stock
(“the Make Good Shares”) in an escrow account to be released to the Investors if
the net income of the Company for fiscal year 2008 is below $3,800,000.
According to the Company’s audited financial statements for the fiscal year
2008, the net income of the Company for fiscal year 2008 was below $3,800,000.
The net income is below $3,800,000 was mainly due to the two reasons: financial
crisis resulted in the Company’s business decreasing and income loss;
unsuccessful second-round capital raising resulted in discontinued acquisition
of Xi’an Qinba Xintong Medical Limited (“Qinba”).
 
 As of the
date of the Settlement Agreement and Release described below, the Make Good
Shares remained in escrow and unreleased.
 
 Settlement
Agreement and Release
 
 On June
30, 2010, the Company and Jin’an Wang, the Company’s Chief Executive Officer, on
the one hand, and the Investors and Sullivan & Worcester LLP, the escrow
agent, on the other hand, entered into a Settlement Agreement and Release,
pursuant to which the parties agreed to release 900,000 shares of the Company’s
common stock from the escrow pro rata to the Investors on the date of the
Settlement Agreement and Release.  The remaining 500,000 shares of the
Company’s common stock shall remain in escrow and shall be returned to Jing’an
Wang if (i) the Company obtains financing in the aggregate amount of at least
$3,000,000 by December 31, 2010; and (ii) the Company completes the listing of
its common stock for trading on any major securities exchange within twelve
(12) months from the date of the Settlement Agreement and Release.
 
 Item 6. Exhibits
 
 (a) Exhibits
 
 3.1
              
              Articles
      of Incorporation (incorporated by reference to Exhibit 3.1 to the Form
      SB-2 of the Company filed with the SEC on July 28,
  2000).3.2
              
              Amendment
      to Articles of Incorporation (incorporated by reference to Exhibit 3.3 to
      the Form 10-K of the Company filed with the SEC on June 20,
      2005).3.3*
              
              Amendment
      to Articles of Incorporation as filed with the Nevada Secretary of State
      on October 4, 2005.10.01*
              
              Independent
      Director Agreement dated May 8, 2010 between the Company and Lui Chi
      Keung.10.02*
              
              Settlement
      Agreement and Release entered into among the Registrant, Jing’an Wang,
      Professional Offshore Opportunity Fund, Ltd., Ancora Greater China Fund,
      Strategic Alliance Fund, L.P., Strategic Alliance Fund II, L.P., Peter
      Treadway, Janet Wang, Manilal Patel and Sullivan & Worcester LLP dated
      June 30, 2010.31.1*
              
              Certification
      pursuant to Section 302 of Sarbanes Oxley Act of 2002.31.2*
              
              Certification
      pursuant to Section 302 of Sarbanes Oxley Act of 2002.32.1*
              
              Certification
      pursuant to Section 906 of Sarbanes Oxley Act of 2002.32.2*
              
              Certification
      pursuant to Section 906 of Sarbanes Oxley Act of
  2002.
  * Filed
herewith.
 
  19
  SIGNATURES
 
 In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, there unto duly
authorized.
 
 HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY, INC.Dated:
      August 16, 2010
                By:
                /s/
      Jing’an WangJing’an
      Wang
                  Chief
      Executive Officer (Principal Executive
                  Officer)Dated:
      August 16, 2010
                By:
                /s/
      Sanding TaoSanding
      TaoChief
      Financial Officer (Principal Accounting
                  andFinancial
      Officer)
  20
 
 Exhibit
Index
 
 3.1
                
                Articles
      of Incorporation (incorporated by reference to Exhibit 3.1 to the Form
      SB-2 of the Company filed with the SEC on July 28,
  2000).3.2
                
                Amendment
      to Articles of Incorporation (incorporated by reference to Exhibit 3.3 to
      the Form 10-K of the Company filed with the SEC on June 20,
      2005).3.3*
                
                Amendment
      to Articles of Incorporation as filed with the Nevada Secretary of State
      on October 4, 2005.10.01*
                
                Independent
      Director Agreement dated May 8, 2010 between the Company and Lui Chi
      Keung.10.02*
                
                Settlement
      Agreement and Release entered into among the Registrant, Jing’an Wang,
      Professional Offshore Opportunity Fund, Ltd., Ancora Greater China Fund,
      Strategic Alliance Fund, L.P., Strategic Alliance Fund II, L.P., Peter
      Treadway, Janet Wang, Manilal Patel and Sullivan & Worcester LLP dated
      June 30, 2010.31.1*
                
                Certification
      pursuant to Section 302 of Sarbanes Oxley Act of 2002.31.2*
                
                Certification
      pursuant to Section 302 of Sarbanes Oxley Act of 2002.32.1*
                
                Certification
      pursuant to Section 906 of Sarbanes Oxley Act of 2002.32.2*
                
                Certification
      pursuant to Section 906 of Sarbanes Oxley Act of
  2002.
 * Filed
herewith.
  21