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 March 31, 2009





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





For the
transition period from ____________ to __________




Commission
file number:000-32253




HUIFENG
BIO-PHARMACEUTICAL TECHNOLOGY, INC.


(Exact
name of registrant as specified in its charter)





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




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


Xi’an
710075 Shaanxi Province, China


(Address
of Principal Executive Offices Including Zip Code)




86-29-8822
4682


(Registrant
's telephone number, including area code)





N/A


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





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.


Yes  x
No  o




Indicate
by check mark whether the registrant 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).  Yes o No x




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  x
              Smaller
      reporting company   ̈


(Do not
check if a smaller reporting company)




Number of
shares of Common Stock outstanding as of May 12, 2009, was 18,466,169 shares of
common stock, par value $0.018.





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


Yes  o
No  x









HUIFENG
BIO-PHARMACEUTICAL TECHNOLOGY, INC.





INDEX




PART
      I.
                
                FINANCIAL
      INFORMATIONItem
      1.
                
                Financial
      StatementsCondensed
      Consolidated Balance Sheets as of March 31, 2009 (unaudited) and December
      31, 2008 (audited)
                
                2Unaudited
      Condensed Consolidated Statements of Operations and Other Comprehensive
      (Loss) Income for the Three Months Ended March 31, 2009 and
      2008
                
                3Unaudited
      Condensed Consolidated Statements of Cash Flows for the Three Months Ended
      March 31, 2009 and 2008
                
                4Notes
      to Unaudited Condensed Consolidated Financial Statements as of March 31,
      2009
                
                5Item
      2.
                
                Management's
      Discussion and Analysis of Financial Condition and Results of
      Operations
                
                12Item
      3.
                
                Quantitative
      and Qualitative Disclosures About Market Risk
                
                15Item
      4T.
                
                Controls
      and Procedures
                
                15PART
      II.
                
                OTHER
      INFORMATION
                
                16Item
      1.
                
                Legal
      Proceedings
                
                16Item
      1A.
                
                Risk
      Factors
                
                16Item
      2.
                
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                
                16Item
      3.
                
                Defaults
      Upon Senior Securities
                
                16Item
      4.
                
                Submission
      of Matters to a Vote of Security Holders
                
                16Item
      5.
                
                Other
      Information
                
                16Item
      6.
                
                Exhibits
                
                16SIGNATURES
                
                17









SPECIAL
NOTE REGARDING FORWARD—LOOKING STATEMENTS




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




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




1




PART
I. FINANCIAL INFORMATION


Item
1. Financial Statements




HUIFENG
BIO-PHARMACEUTICAL TECHNOLOGY, INC


AND
SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS




March 31, 2009
                                        (Unaudited)
                                      
                                      
                                      December 31,
                                        2008 (Audited)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                                      
                                      $
                                      30,291
                                      
                                      
                                      $
                                      45,574Accounts
      receivable, net
                                      
                                      
                                      2,443,518
                                      
                                      
                                      
                                      2,877,868Inventories,
      net
                                      
                                      
                                      4,767,039
                                      
                                      
                                      
                                      4,740,230Other
      assets
                                      
                                      
                                      508,641
                                      
                                      
                                      
                                      328,996Total
      Current Assets
                                      
                                      
                                      7,749,489
                                      
                                      
                                      
                                      7,992,668PROPERTY
      AND EQUIPMENT, NET
                                      
                                      
                                      5,948,279
                                      
                                      
                                      
                                      5,947,458LAND
      USE RIGHTS, NET
                                      
                                      
                                      147,920
                                      
                                      
                                      
                                      148,564TOTAL
      ASSETS
                                      
                                      $
                                      13,845,688
                                      
                                      
                                      $
                                      14,088,690LIABILITIES AND STOCKHOLDERS'
      EQUITYCURRENT
      LIABILITIESAccounts
      payable
                                      
                                      $
                                      316,768
                                      
                                      
                                      $
                                      520,280Other
      payables and accrued expenses
                                      
                                      
                                      516,088
                                      
                                      
                                      
                                      407,726Income
      tax and other taxes payable
                                      
                                      
                                      671,715
                                      
                                      
                                      
                                      538,483Notes
      payable
                                      
                                      
                                      281,933
                                      
                                      
                                      
                                      281,579Convertible
      notes payable (net of unamortized discount of $242,320 and due December
      31, 2009)
                                      
                                      
                                      1,757,680
                                      
                                      
                                      
                                      1,676,907Total
      Current Liabilities
                                      
                                      
                                      3,544,184
                                      
                                      
                                      
                                      3,424,975COMMITMENTS
      AND CONTINGENCIES
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -MINORITY
      INTERESTS
                                      
                                      
                                      512,257
                                      
                                      
                                      
                                      507,679STOCKHOLDERS'
      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, 18,466,169 shares
      issued and outstanding as of March 31, 2009 and December 31,
      2008)
                                      
                                      
                                      332,388
                                      
                                      
                                      
                                      332,388Additional
      paid-in capital
                                      
                                      
                                      8,366,779
                                      
                                      
                                      
                                      8,355,863Retained
      earnings (deficit)Unappropriated
                                      
                                      
                                      (796,432
                                      )
                                      
                                      
                                      (403,795
                                      )Appropriated
                                      
                                      
                                      504,780
                                      
                                      
                                      
                                      504,780Accumulated
      other comprehensive income
                                      
                                      
                                      1,381,732
                                      
                                      
                                      
                                      1,366,800Total
      Stockholders' Equity
                                      
                                      
                                      9,789,247
                                      
                                      
                                      
                                      10,156,036TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
                                      
                                      $
                                      13,845,688
                                      
                                      
                                      $
                                      14,088,690




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 (LOSS) INCOME





For the Three
                                                    Months Ended
                                                    March 31, 2009
                                                  
                                                  
                                                  For the Three
                                                    Months Ended
                                                    March 31, 2008NET
      SALES
                                                  
                                                  $
                                                  1,325,895
                                                  
                                                  
                                                  $
                                                  2,586,448COST
      OF SALES
                                                  
                                                  
                                                  (1,051,840
                                                  )
                                                  
                                                  
                                                  (1,608,945
                                                  )GROSS
      PROFIT
                                                  
                                                  
                                                  274,055
                                                  
                                                  
                                                  
                                                  977,503OPERATING
      EXPENSESSelling
      expenses and distribution expenses
                                                  
                                                  
                                                  52,358
                                                  
                                                  
                                                  
                                                  24,893General
      and administrative expenses
                                                  
                                                  
                                                  408,714
                                                  
                                                  
                                                  
                                                  397,777Depreciation
      and amortization
                                                  
                                                  
                                                  14,841
                                                  
                                                  
                                                  
                                                  12,702Total
      Operating Expenses
                                                  
                                                  
                                                  475,913
                                                  
                                                  
                                                  
                                                  435,372(LOSS)
      INCOME FROM OPERATIONS
                                                  
                                                  
                                                  (201,858
                                                  )
                                                  
                                                  
                                                  542,131OTHER
      INCOME (EXPENSES)Interest
      income
                                                  
                                                  
                                                  232
                                                  
                                                  
                                                  
                                                  855Interest
      expenses
                                                  
                                                  
                                                  (142,103
                                                  )
                                                  
                                                  
                                                  (136,346
                                                  )Other
      income
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  75,495Total
      Other Income (Expenses)
                                                  
                                                  
                                                  (141,871
                                                  )
                                                  
                                                  
                                                  (59,996
                                                  )(LOSS)
      INCOME FROM OPERATIONS BEFORETAXES
      AND MINORITY INTERESTS
                                                  
                                                  
                                                  (343,729
                                                  )
                                                  
                                                  
                                                  482,135INCOME
      TAX EXPENSE
                                                  
                                                  
                                                  (44,997
                                                  )
                                                  
                                                  
                                                  (135,017
                                                  )MINORITY
      INTERESTS
                                                  
                                                  
                                                  (3,911
                                                  )
                                                  
                                                  
                                                  (8,863
                                                  )NET
      (LOSS) INCOME
                                                  
                                                  
                                                  (392,637
                                                  )
                                                  
                                                  
                                                  338,255OTHER
      COMPREHENSIVE INCOMEForeign
      currency translation gain
                                                  
                                                  
                                                  14,932
                                                  
                                                  
                                                  
                                                  350,294COMPREHENSIVE
      (LOSS) INCOME
                                                  
                                                  $
                                                  (377,705
                                                  )
                                                  
                                                  $
                                                  688,549Net
      (loss) income per share - basic
                                                  
                                                  $
                                                  (0.02
                                                  )
                                                  
                                                  $
                                                  0.02Net
      (loss) income per share - diluted
                                                  
                                                  $
                                                  (0.02
                                                  )
                                                  
                                                  $
                                                  0.02Weighted
      average number of shares outstanding during the period -
    basic
                                                  
                                                  
                                                  18,466,169
                                                  
                                                  
                                                  
                                                  18,466,169Weighted
      average number of shares outstanding during the period -
      diluted
                                                  
                                                  
                                                  20,466,169
                                                  
                                                  
                                                  
                                                  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 Three
                                              Months Ended
                                              March 31, 2009
                                            
                                            
                                            For the Three
                                              Months Ended
                                              March 31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      (loss) income
                                            
                                            $
                                            (392,637
                                            )
                                            
                                            $
                                            338,255Adjusted
      to reconcile net (loss) income to cash provided byoperating
      activities:Allowance
      for doubtful accounts - accounts receivable
                                            
                                            
                                            276,956
                                            
                                            
                                            
                                            (11,137
                                            )Depreciation
      and amortization - cost of sales
                                            
                                            
                                            150,998
                                            
                                            
                                            
                                            102,194Depreciation
      and amortization
                                            
                                            
                                            14,841
                                            
                                            
                                            
                                            12,702Amortization
      of discount on convertible notes
                                            
                                            
                                            38,335
                                            
                                            
                                            
                                            38,335Amortization
      of deferred financing costs
                                            
                                            
                                            42,438
                                            
                                            
                                            
                                            42,438Stock
      options issued to a legal counsel
                                            
                                            
                                            10,916
                                            
                                            
                                            
                                            -Minority
      interests
                                            
                                            
                                            3,911
                                            
                                            
                                            
                                            8,863Changes
      in operating assets and liabilities(Increase)
      decrease in:Accounts
      receivable, net
                                            
                                            
                                            160,946
                                            
                                            
                                            
                                            (380,026
                                            )Inventories,
      net
                                            
                                            
                                            (20,851
                                            )
                                            
                                            
                                            (205,540
                                            )Other
      assets
                                            
                                            
                                            (179,206
                                            )
                                            
                                            
                                            412,170Increase
      (decrease) in:Accounts
      payable
                                            
                                            
                                            (204,136
                                            )
                                            
                                            
                                            (36,026
                                            )Other
      payables and accrued expenses
                                            
                                            
                                            107,833
                                            
                                            
                                            
                                            87,453Income
      tax and other taxes payable
                                            
                                            
                                            132,536
                                            
                                            
                                            
                                            161,122Due
      to stockholders
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (285,914
                                            )Net
      cash provided by operating activities
                                            
                                            
                                            142,880
                                            
                                            
                                            
                                            284,889CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of short-term investment
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (27,872
                                            )Purchase
      of property and equipment
                                            
                                            
                                            (158,359
                                            )
                                            
                                            
                                            (780,249
                                            )Due
      from stockholders
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (100,342
                                            )Net
      cash used in investing activities
                                            
                                            
                                            (158,359
                                            )
                                            
                                            
                                            (908,463
                                            )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from note payable
                                            
                                            
                                            -
                                            
                                            
                                            
                                            278,719Net
      cash provided by financing activities
                                            
                                            
                                            -
                                            
                                            
                                            
                                            278,719EFFECT
      OF EXCHANGE RATES ON CASH
                                            
                                            
                                            196
                                            
                                            
                                            
                                            38,450NET
      DECREASE IN CASH AND CASH EQUIVALENTS
                                            
                                            
                                            (15,283
                                            )
                                            
                                            
                                            (306,405
                                            )CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                                            
                                            
                                            45,574
                                            
                                            
                                            
                                            2,219,694CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                                            
                                            $
                                            30,291
                                            
                                            
                                            $
                                            1,913,289SUPPLEMENTAL DISCLOSURE OF CASH FLOW
      INFORMATIONCash
      paid during the period for:Income
      taxes
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            2,225Interest
      expenses
                                            
                                            $
                                            11,329
                                            
                                            
                                            $
                                            38,906




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 MARCH 31, 2009
(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 some 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 March 31, 2009 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.





It the
opinion of management, the unaudited condensed consolidated financial statements
contain all adjustments consisting only of normal recurring accruals considered
necessary to present fairly the Company's consolidated financial position at
March 31, 2009 and December 31, 2008, the consolidated results of operations for
the three months ended March 31, 2009 and 2008, and consolidated cash flows for
the three months ended March 31, 2009 and 2008. The consolidated results for the
three months ended March 31, 2009 are not necessarily indicative of the results
to be expected for the entire fiscal year ending December 31, 2009. These
consolidated financial statements should be read in conjunction with the
consolidated financial statements and notes for the year ended December 31, 2008
appearing in the Company's annual report on Form 10-K as filed with the
Securities and Exchange Commission.




5




HUIFENG
BIO-PHARMACEUTICAL TECHNOLOGY INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS OF SEPMARCH 31, 2009
(UNAUDITED)





NOTE
2 USE OF ESTIMATES





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





NOTE
3 PRINCIPLES OF CONSOLIDATION





The
accompanying unaudited condensed consolidated financial statements as of March
31, 2009 and 2008 include the financial statements of Huifeng Bio-Pharmaceutical
and its 100% owned subsidiary Northwest, 100% owned subsidiary Huifeng
Bio-Technic, 70% owned subsidiary Huifeng Engineering and 80.2% owned subsidiary
Huifeng Pharmaceutical.





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





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





NOTE
4 SUBSIDIARIES





Details
of the Company’s principal consolidated subsidiaries as of March 31, 2009 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%
                              
                              Manufacturing
      and sale of pharmaceutical raw materialsXi’an
      Huifeng Biochemistry Engineering Company Limited
                              
                              The
      PRC
                              
                              70%
                              
                              DormantXi’an
      Huifeng Pharmaceutical Company Limited
                              
                              The
      PRC
                              
                              80.2%
                              
                              Manufacturing
      and sale of pharmaceutical raw
materials





NOTE
5 CASH AND CASH EQUIVALENTS





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





NOTE
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. In April 2008, the Company adopted SFAS
123R, using a modified prospective application transition method, which
establishes accounting for stock-based awards in exchange for consultancy
services. Under this application, the Company is required to record stock-based
compensation expense for all awards granted after the date of adoption and
unvested awards that were outstanding as of the date of adoption. SFAS 123R
requires that stock-based compensation cost is measured at grant date, based on
the fair value of the award, and recognized in expense over the vesting
period.





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




6




HUIFENG
BIO-PHARMACEUTICAL TECHNOLOGY INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS OF MARCH 31, 2009
(UNAUDITED)





NOTE
7 INCOME TAXES





The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under
Statement 109, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. Under Statement 109, the
effect on deferred tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment
date.





On
January 1, 2008, the Company adopted the provisions of FASB Interpretation No.
48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 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 Interpretation 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 FIN 48 has not resulted in any material impact on the Company’s
financial position or results.





Huifeng
Bio-Pharmaceutical was incorporated in the United States and has incurred net
operating loss as for income tax purposes for the three months ended March 31,
2009 and 2008.





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





Huifeng
Bio-Technic, a wholly-owned subsidiary of Northwest, was incorporated in the PRC
being registered as a new and high technology enterprise is entitled to an
income tax reduction. According to the document of reductions approved by the
local tax bureau, the income tax rate was reduced from 33% to 15% on a permanent
basis. In March 2008, the local tax bureau adjusted the applicable tax rates of
new and high technology enterprise to 18%, 20%, 22%, 24% and 25% for the years
2008, 2009, 2010, 2011 and 2012 respectively. Provision for income tax
expenses for the three months ended March 31, 2009 and 2008 were $15,199 and
$111,021 respectively.





Huifeng
Engineering, 70% owned subsidiary of Huifeng Bio-Technic, was incorporated in
the PRC and subject to PRC income tax which is computed according to the
relevant laws and regulations in the PRC. No provision for income tax expenses
for the three months ended March 31, 2009 and 2008 as Huifeng Engineering has
incurred net operating loss.





Huifeng
Pharmaceutical, 80.2% owned subsidiary of Huifeng Bio-Technic, was also
incorporated in the PRC and subject to PRC income tax which is computed
according to the relevant laws and regulations in the PRC. The applicable tax
rate for the three months ended March 31, 2009 and 2008 was 25%. The
provision for income tax expenses for the nine months ended September 30, 2008
and 2007 was $29,798 and $23,996 respectively.





NOTE
8 (LOSS) INCOME PER SHARE





Basic
(loss) income per share is computed by dividing (loss) income available to
common stockholders by the weighted average number of common shares outstanding
during the period. Diluted (loss) income per share is computed similar to basic
(loss) 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. Including for the three months ended March 31, 2009 and 2008, the
Company’s 10% secured convertible notes (the “Notes”) in a face amount of
$2,000,000 which are due and payable in full in 2 years from their
issuance.





Warrants
to purchase 500,000 shares of common stock at prices $1.50 per share was
outstanding as of March 31, 2009 and 2008 and a stock option to purchase 100,000
shares of common stock at price $1.50 per share was outstanding as of March 31,
2009, but were excluded from the calculation of diluted earnings per share
because the effect of stock warrants and a stock option is
anti-dilutive.





NOTE
9 BUSINESS SEGMENTS








The
Company operates in only one segment, thereafter segment disclosure is not
presented.




7




HUIFENG BIO-PHARMACEUTICAL TECHNOLOGY
INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS OF MARCH 31, 2009
(UNAUDITED)





NOTE
10 RECENT ACCOUNTING PRONOUNCEMENTS





On
April 9, 2009, the Financial Accounting Standards Board (“FASB”) issued
FASB Staff Position (“FSP”) No. FAS 107-1 and APB 28-1, “Interim
Disclosures about Fair Value of Financial Instruments”. FAS 107-1 and APB 28-1
amend FASB Statement No. 107, “Disclosures about Fair Value of Financial
Instruments,” to require disclosures about fair value of financial instruments
for interim reporting periods of publicly traded companies as well as in annual
financial statements. FAS 107-1 and APB 28-1 also amend APB Opinion No. 28,
“Interim Financial Reporting,” to require those disclosures in summarized
financial information at interim reporting periods. FAS 107-1 and APB 28-1 will
be effective on April 1, 2009. FAS 107-1 and APB 28-1 do not require
disclosures for earlier periods presented for comparative purposes at initial
adoption. In periods after initial adoption, FAS 107-1 and APB 28-1 require
comparative disclosures only for periods ending after initial adoption. The
Company is currently evaluating whether the adoption of FAS 107-1 and APB 28-1
will have a significant effect on its consolidated financial
statements.




On
April 9, 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2,
“Recognition and Presentation of Other-Than-Temporary Impairments”. FAS 115-2
and FAS 124-2 amend the other-than-temporary impairment guidance in US GAAP
for debt securities to make the guidance more operational and to improve the
presentation and disclosure of other-than-temporary impairments on debt and
equity securities in the financial statements. FAS 115-2 and FAS 124-2 do not
amend existing recognition and measurement guidance related to
other-than-temporary impairments of equity securities. FAS 115-2 and FAS 124-2
will be effective on April 1, 2009. FAS 115-2 and FAS 124-2 do not require
disclosures for earlier periods presented for comparative purposes at initial
adoption. In periods after initial adoption, FAS 115-2 and FAS 124-2 require
comparative disclosures only for periods ending after initial adoption. The
Company is currently evaluating whether the adoption of FAS 115-2 and FAS 124-2
will have a significant effect on its consolidated financial position or results
of operations.





On
April 9, 2009, the FASB issued FSP No. FAS 157-4, “Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly”. FAS
157-4 provides additional guidance for estimating fair value in accordance with
FASB Statement No. 157, “Fair Value Measurements”, when the volume and
level of activity for the asset or liability have significantly decreased. FAS
157-4 also includes guidance on identifying circumstances that indicate a
transaction is not orderly. FAS 157-4 emphasizes that even if there has been a
significant decrease in the volume and level of activity for the asset or
liability and regardless of the valuation technique(s) used, the objective of a
fair value measurement remains the same. Fair value is the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction (that is, not a forced liquidation or distressed sale) between
market participants at the measurement date under current market conditions. FAS
157-4 will be effective on April 1, 2009 and will be applied prospectively.
FAS 157-4 does not require disclosures for earlier periods presented for
comparative purposes at initial adoption. In periods after initial adoption, FAS
157-4 requires comparative disclosures only for periods ending after initial
adoption. The Company is currently evaluating whether the adoption of FAS 157-4
will have a significant effect on its consolidated financial position or results
of operations.




8




HUIFENG
BIO-PHARMACEUTICAL TECHNOLOGY INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS OF MARCH 31, 2009
(UNAUDITED)




NOTE
11 CONVERTIBLE NOTES PAYABLE





On
December 31, 2007, the Company consummated a private placement of $2,000,000
principal amount of 10% secured convertible notes (the “Notes”) with a
three-year common stock warrants to seven accredited investors. Financing cost
of $339,500 was paid out of the gross proceeds. Financing cost is amortized over
the life of the Notes to interest expense using the effective interest
method. For the three months ended March 31, 2009 and 2008, the Company
amortized $42,438 of financing costs in interest expenses. The Notes are due
December 31, 2009 and are convertible into 2,000,000 shares of common stock of
the Company at a conversion price of $1.00 per share.





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





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




9




HUIFENG
BIO-PHARMACEUTICAL TECHNOLOGY INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS OF MARCH 31, 2009
(UNAUDITED)





NOTE
11 CONVERTIBLE NOTES PAYABLE (CONTINUED)





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





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





As of
March 31, 2009, the Note holders have not converted the principal amount of
their notes into shares of common stock of the Company.





The
Company recorded a discount on the Notes in accordance with EITF 98-5 of
$306,686 for the fair value of the warrants issued. The fair value of warrants
was calculated using the Black-Scholes model with the following assumptions: (i)
risk-free interest rate of 3.07%; (ii) expected life (in years) of 3; (iii)
expected volatility of 172%; (iv) expected dividend yield of 0.00%; and (v)
stock market price of $0.75. The discount on Notes is amortized using effective
interest method over 2 years. For the three months ended March 31, 2009 and
2008, the Company recorded amortization of $38,335 as interest expenses in the
statement of operations.





The Notes
bear a 10% annual interest rate payable in arrears with a first payment due
March 1, 2008, and thereafter on each June 1, September 1 and December 1 while
the Notes are outstanding, with a final payment of interest due on the maturity
date. For the three months ended March 31, 2009 and 2008, $50,000 and $50,556
respectively were recorded as interest expenses.





NOTE
12 COMMITMENTS AND CONTINGENCIES





Operating
lease commitments





The
Company occupies an office from a third party under operating leases which
expires on September 30, 2009 at a quarterly rental of $2,848. Accordingly, for
the three months ended March 31, 2009 and 2008, the Company recognized rental
expenses for this space in the amount of $2,848 and $2,857
respectively.





As of
March 31, 2009, the Company has outstanding commitments with respect to the
non-cancelable operating leases of $5,696 which are due by September
2009.





NOTE
13 STOCKHOLDERS’ EQUITY





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 shall be exercisable in whole or in part, according to the vest
schedule, shall be fully vested upon execution of the agreement and shall be
exercisable at any time pursuant to the terms of the Agreement until April 28,
2010. The fair value of the options was estimated on the grant date using the
Black-Scholes option pricing model as required by SFAS 123R with the following
assumptions and estimates: expected dividend 0%, volatility 189%, a risk-free
rate of 2.36% and an expected like of two years. The value of options recognized
during the three months ended March 31, 2009 was $10,916.




10




HUIFENG
BIO-PHARMACEUTICAL TECHNOLOGY INC. AND SUBSIDIARIES


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


AS OF MARCH 31, 2009
(UNAUDITED)





NOTE
14 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.





NOTE
15 CONCENTRATIONS AND RISKS





During
the three months ended March 31, 2009 and 2008, 100% of the Company’s assets
were located in China and Hong Kong.





During
the three months ended March 31, 2009 and 2008, 38% and 48% of the Company's
revenues were derived from companies located in China respectively.





The
Company relied on two customers for approximately $357,293 and $213,683
representing in aggregate 43% of sales for the three months ended March 31,
2009. At March 31, 2009, accounts receivable from a customer was
$322,207.





The
Company relied on two suppliers for approximately $108,448 and $131,452,
representing in aggregate 38% of purchases for the three months ended March 31,
2009, and the Company relied on two suppliers for approximately $238,075 and
$255,158, representing in aggregate 26% of purchases for the three months ended
March 31, 2008. The accounts payable to those suppliers as of March 31, 2009 and
2008 were $45,733 and $0 respectively.




11




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




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





OVERVIEW





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





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




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




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




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





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




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




12




CRITICAL
ACCOUNTING POLICIES AND ESTIMATES





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





The
Company does not have any reserves against its accounts receivable or
inventories at March 31, 2009 and 2008. Management's estimation that there are
no reserves is based on the current facts that there are no significant aged
accounts receivable and the current inventory turnover is sufficient to realize
the current carrying value of the inventories. In making their judgment,
management has assumed that there will be continued demand for their products in
the future, thereby maintaining adequate turnover of the inventories.
Additionally, management has assumed that customers will continue to pay their
outstanding invoices timely, and that their customers' financial positions will
not deteriorate significantly in the future, which would result in their
inability to pay their debts to the Company. While the Company's management
currently believes that there is little likelihood that the actual results of
their current estimates will differ materially from its current estimates, if
customer demand for its products decreases significantly in the near
future, or if the financial position of its customers deteriorates in the near
future, the Company could realize significant write downs for slow moving
inventories or uncollectible accounts receivable.





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





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





1. Persuasive
      evidence of an arrangement exists;





2. Delivery
      has occurred or services have been
rendered;





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





4. Collectibility
      is reasonably assured.





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





THREE MONTHS ENDED
MARCH 31, 2009
COMPARED TO THREE MONTHS ENDED MARCH 31, 2008





Revenues, Cost of Revenues
and Gross Margin





Revenues
for the quarter ended March 31, 2009 were $1,325,895, a decrease of $1,260,553
from $2,586,448 for same quarter in 2008. Our decreases in sales revenues in
2009 were mainly due to the financial tsunami affected our sales significantly
and as a result of decrease in the sales of our products including
pharmaceutical raw material such as Troxerutin and Diosmin and pharmaceutical
intermediates such as Quercetin and L-Rhamnose during the period. An analysis of
our decrease in sales of our products is as follows:




For the quarter ended
                                March 31,
                              
                              
                              Increase/Product
                              
                              2009
                              
                              
                              2008
                              
                              
                              (Decrease)Pharmaceutical intermediates
                              
                              $
                              132,035
                              
                              
                              $
                              1,208,128
                              
                              
                              $
                              (1,076,093
                              )Pharmaceutical
      raw-material
                              
                              
                              841,416
                              
                              
                              
                              910,795
                              
                              
                              
                              (69,379
                              )Plant
      Extractive and others
                              
                              
                              352,444
                              
                              
                              
                              467,525
                              
                              
                              
                              (115,081
                              )TOTAL
                              
                              $
                              1,325,895
                              
                              
                              $
                              2,586,448
                              
                              
                              $
                              (1,260,553
                              )




13




Cost of
revenues for the quarter ended March 31, 2009 were $1,051,840, a decrease of
$557,105 from $1,608,945 for the quarter ended March 31, 2008. Compared to the
quarter ended March 31, 2008, the decrease in cost of sales of our products was
because of 49% decrease in our products sold during the period. An analysis of
our decrease in cost of revenues of our products is as follows:





For the quarter ended
                              March 31,
                            
                            
                            Increase /Product
                            
                            2009
                            
                            
                            2008
                            
                            
                            (Decrease)Pharmaceutical intermediates
                            
                            $
                            92,746
                            
                            
                            $
                            884,134
                            
                            
                            $
                            (791,388
                            )Pharmaceutical
      raw-material
                            
                            
                            660,981
                            
                            
                            
                            578,077
                            
                            
                            
                            82,904Plant
      Extractive and others
                            
                            
                            298,113
                            
                            
                            
                            146,734
                            
                            
                            
                            151,379TOTAL
                            
                            $
                            1,051,840
                            
                            
                            $
                            1,608,945
                            
                            
                            $
                            (557,105
                            )




The gross
profit margin for the quarter ended March 31, 2009 decreased to 21% from 36% in
the same period of 2008. The decrease in gross profit margin was mainly due to
the increase in cost of goods sold and the decrease in selling price as a result
of the pricing pressure caused by the international financial
crisis.





Gross
profit for the quarter ended March 31, 2009 was $274,055, a decrease of $703,448
or 72% from $977,503 for the period ended March 31, 2008. The decrease was
mainly attributable to the increase in the cost of raw materials and the
decrease in selling price. In addition, our sales volume also decreased during
the period due to the financial tsunami.





General and Administrative
Expenses


General
and Administrative expenses totaled $408,714 for the three months ended March
31, 2009, an increase of $10,937 from $397,777 for the three months ended March
31, 2008. The increase in general and administrative expenses was mainly due to
the net increase in allowance for doubtful accounts of $276,956 after deduction
of decrease in financing service expenses and foreign currency exchange loss
totaling $248,803 during the period.





Selling and Distribution
Expenses





Selling
and distribution expenses totaled $52,358 for the three months ended March 31,
2009, an increase of $27,465 from $24,893 for the three months ended March 31,
2008. The Company has increased its transportation expenses and COS
certification fee totaling $27,162 in the current quarter as compared to the
same quarter last year.




14




Liquidity and Capital
Resources





Cash





Our cash
balance amounted to $30,291 at March 31, 2009.





In the
three months ended March 31, 2009, our cash provided by operating activities
totaled $142,880, mainly due to decrease in accounts receivable of $160,946. In
the three months ended March 31, 2009, our cash used in investing activities
totaled $158,359 mainly for the purchase of new production machinery and
equipment.





Working
Capital




Our
working capital amounted to $4,205,305 at March 31, 2009.





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 three months ended March 31,
2009 were denominated primarily in Renminbi ("RMB"), the currency of China, and
were converted into US Dollars at the exchange rate of 6.84560 to 1. Since July
22, 2005, the Renminbi has strengthened against the US dollars. As a result of
the appreciation of RMB we recognized a foreign currency translation gain of $
14,932 during the first quarter of 2009. There could be no assurance that
RMB-to-U.S. dollar exchange rates will remain stable. A devaluation of RMB
relative to the U.S. dollar would adversely affect our business, financial
condition and results of operations. We do not engage in currency
hedging.





Item
3. Quantitative and Qualitative Disclosures About Market Risk





Not
required




Item
4T. Controls and Procedures




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




15




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




(b) Changes in Internal Control
over Financial Reporting.  There have been no significant
changes in our internal controls over financial reporting that occurred during
the first quarter of fiscal year 2009 that have materially affected, or are
reasonably likely to materially affect our internal controls over financial
reporting.




Limitations
on the Effectiveness of Disclosure Controls and Procedures.




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





PART II. OTHER INFORMATION




Item 1. Legal Proceedings:





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





Item
1 A. Risk Factors





During
the three months ended March 31, 2009, there were no material changes to the
risk factors previously disclosed in our Annual Report on Form 10-K for the year
ended December 31, 2008.





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





None




Item
3. Defaults Upon
Senior Securities





None.




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





Not
applicable




Item 5. Other Information





None.




Item 6. Exhibits





(a) Exhibits





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




16




SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized this 19th day of May
2009.





HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY, INCBy:
              /s/
      Jing’an WangJing’an
      Wang
                Chief
      Executive OfficerBy:
              /s/
      Sanding TaoSanding
      Tao
                Chief
      Financial Officer
                (Principal
      Financial and Accounting
Officer)





17