**U.S.
Securities and Exchange Commission**
 **Washington,
D.C. 20549**
  
 FORM
10-QSB
 
 
  
 [X]
    QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      for the quarterly period ended March 31,
2005
 
 [ ]
    TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      for the transition period from _______ to
_______
 
 
 PINGCHUAN
PHARMACEUTICAL, INC.
 (Exact
name of small business issuer as specified in its charter)
  **North
      Carolina**
    **36-4344865****(State
      or other jurisdiction of**
    **(IRS
      Employer identification No.)****incorporation
      or organization)**
    ****
 **32
Ganshui Rd., Harbin, Heilongjiang, P.R.China**
 **(Address
of principal executive offices)**
 
 **(86451)
8271-3712**
 **(Issuer's
telephone number)**
 
 
 Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [x] No [ ]
 
 Number of
shares of common stock outstanding as of
 May 9,
2005: 72,096,407
 
 Number of
shares of preferred stock outstanding as of
 May 9,
2005: -0-
   
 **
  INDEX TO FORM 10-QSBPage
      No.PART
      IItem
      1. Financial Statements - UnauditedConsolidated Balance Sheet - March 31,
    4Consolidated Statements of Operations - Three Months Ended
      March
      31, 2005 and 2004
    5Consolidated Statements of Cash Flows - Three Months Ended
      March
      31, 2005 and 2004
    6Notes to Financial Statements
    7 -
      8Item
      2. Management’s Discussion and Analysis of Financial
      Condition And
      Results of Operations
    9Item
      3. Quantitative and Qualitative Disclosures on Market
      Risk
    11Item
      4. Controls and Procedures
    12PART
      IIItem
      1. Legal Proceedings
    14Item
      2. Changes in Securities
    14Item
      3. Defaults Upon Senior SecuritiesItem
      4. Submission of Matters to a Vote of Security
      Holders
    14Item
      5. Other Information
    14Item
      6. Exhibits
    14
   2
 *Index*
 ITEM
1.
  PINGCHUAN PHARMACEUTICAL, INC.
 AND
SUBSIDIARY
 
 CONTENTS
 
 **Pages**
 __________________________________________________________________________________________
 
 Condensed
Consolidated Balance Sheet as of March 31, 2005
(Unaudited)                                                                    
4
 __________________________________________________________________________________________
 
 Condensed
Statements of Operations and Comprehensive Income (Loss) for the three months
ended
 March 31,
2005 (Consolidated) and 2004
(Unaudited)                                                                                                
5
 __________________________________________________________________________________________
 
 Condensed
Statements of Cash Flows for the three months ended March 31, 2005
(Consolidated) and
 2004
(Unaudited)                                                                                                                                                     6
 __________________________________________________________________________________________
 
 Notes to
Condensed Consolidated Financial Statements as of March 31, 2005
(Unaudited) 7 - 8
 __________________________________________________________________________________________
 
 
 3
 *Index*
  PINGCHUAN PHARMACEUTICAL, INC. AND SUBSIDIARY
 CONDENSED
CONSOLIDATED BALANCE SHEET
 AS OF
MARCH 31, 2005
 (UNAUDITED)
  
  The
accompanying notes are an integral part of these financial
statements
  4
 *Index*
 PINGCHUAN PHARMACEUTICAL, INC. AND SUBSIDIARY
 CONDENSED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
 FOR
THE THREE MONTHS ENDED MARCH 31, 2005 (CONSOLIDATED) AND 2004
 (UNAUDITED)
  
  The
accompanying notes are an integral part of these financial
statement
  5
 *Index*
 PINGCHUAN PHARMACEUTICAL, INC. AND SUBSIDIARY
 CONDENSED
STATEMENTS OF CASH FLOWS
 FOR
THE THREE MONTHS ENDED MARCH 31, 2005 (CONSOLIDATED) AND 2004
 (UNAUDITED)
 
 
 The
accompanying notes are an integral part of these financial
statements
 
  6
 *Index*
 PINGCHUAN PHARMACEUTICAL, INC. AND SUBSIDIARY
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2005
 (UNAUDITED)
 
 **NOTE
1 BASIS OF PRESENTATION**
 
 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 financial position at March 31, 2005,
the results of operations for the three month ended March 31, 2005, and cash
flows for the three months ended March 31, 2005. The results for the three
months ended March 31, 2005 are not necessarily indicative of the results to be
expected for the entire fiscal year ending December 31, 2005. These financial
statements should be read in conjunction with the Company's annual report on
Form 10-KSB as filed with the Securities and Exchange Commission.
 
 
 **NOTE
2 REVERSE MERGER**
 
 Xenicent,
Inc. (“Xenicent”) was organized under the laws of the State of North Carolina on
July 20, 1996. Xenicent is authorized to issue 50,000,000 shares of common stock
of $0.001 par value and 50,000,000 shares of preferred stock of $0.001 par
value. Xenicent is a non-operative holding company of Heilongjiang Pingchuan Yi
Liao Qi Xie You Xian Gong Si ("Heilongjiang Pingchuan"), a corporation organized
and existed under the laws of the Peoples' Republic of China (“PRC”) and is
primarily engaged in the sale of medical equipment and the providing of
consultation services in the pharmaceutical business.
 
 On June
22, 2004, Xenicent executed a Plan of Exchange (“the Agreement") with all the
shareholders of Heilongjiang Pingchuan  to
exchange 70,000,000 shares of common stock of the Company for 100% of the
registered capital of Heilongjiang Pingchuan. On July 28, 2004, Xenicent changed
its name to Pingchuan Pharmaceutical, Inc. (“Pingchuan Pharmaceutical “) and
increased its authorized shares of common stock from 50,000,000 to 150,000,000
by filing Articles of Amendment with the Secretary of State in the State of
North Carolina.
 
 The
Agreement was consummated on August 11, 2004. As a result of the Agreement, the
transaction was treated for accounting purposes as a capital transaction and
recapitalization by the accounting acquirer (Heilongjiang Pingchuan) and as a
reorganization of the accounting acquiree (Pingchuan Pharmaceutical).
Accordingly, the financial statements include the following:
 
 (1)
    The
      balance sheet consists of the net assets of the acquirer at historical
      cost and the net assets of the acquiree at historical cost;
      and
 
 (2)
    The
      statements of operations include the operations of the acquirer for the
      years presented and the operations of the acquiree from the date of the
      merger.
 
 Pingchuan
Pharmaceutical and Heilongjiang
Pingchuan Yi Liao Qi Xie You Xian Gong Si are hereafter referred to as the
Company.
 
 
 **NOTE
3 PRINCIPLES OF CONSOLIDATION**
 
 The
accompanying unaudited condensed consolidated financial statements for 2005 and
2004 include the accounts of the Company and its wholly owned subsidiary,
Heilongjiang Pingchuan. All significant inter-company accounts and transactions
have been eliminated on consolidation.
 
 
 **NOTE
4 USE OF ESTIMATES**
 
 The
preparation of the financial statements in conformity with US GAAP requires the
Company's management to make estimates and assumptions that affect the reported
amounts of assets and liabilities at the date of financial statements and the
reported amounts of revenues and expenses during the reported periods. Actual
amounts could differ from those estimates.
 7
 *Index*
 PINGCHUAN
PHARMACEUTICAL, INC. AND SUBSIDIARY
 NOTES TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2005
 (UNAUDITED)
 
 
 **NOTE
5 EARNINGS (LOSS) PER SHARE**
 
 Basic
earnings (loss) per share exclude dilution and are computed by dividing earnings
(loss) available to common shareholders by the weighted average number of common
shares outstanding for the period. Diluted earnings (loss) per share are
computed by dividing earnings (loss) available to common shareholders by the
weighted average number of common shares outstanding adjusted to reflect
potentially dilutive securities. The company does not have any dilutive
securities outstanding as of March 31, 2005.
 
 
 **NOTE
6 NOTE PAYABLE**
 
 Balance
at March 31, 2005 (unaudited) and December 31, 2004:
  
  Notes
payable consisted of two notes of $40,000 each issued to a third party, is
unsecured and bears interest at a rate of approximately 9% per annum. The
Company scheduled monthly payments, each in the amount of $1,000 starting on
July 25, 2004 and ending on June 25, 2005, with the balance of $28,000 due and
payable on June 25, 2005, at the option of the Company, in cash or in an
equivalent amount of free trading common stock of the Company.
 
 
 **NOTE
7 SHAREHOLDERS’ EQUITY**
 
 **Stock
issuances**
 
 On June
22, 2004, the Company executed a Plan of Exchange pursuant to which the Company
agreed to issue 70,000,000 new shares of common stock to the shareholders of Heilongjiang
Pingchuan in
exchange for 100% of registered capital of Heilongjiang Pingchuan. The Plan of
Exchange was consummated on August 11, 2004.
 
 During
2004, the Company issued 791,407 shares of common stock upon completion of the
reverse merger to the existing stockholders of Xenicent, Inc.
 
 During
January 2005, the Company issued 1,000,000 shares of common stock for
services.
 
 
 **NOTE
8 RELATED PARTY TRANSACTIONS**
 
 The
Company occupies certain office spaces rented by a related company at no charge
to the Company.
 
 The
Company owed a director $1,510 for short-term advances as of March 31, 2005 and
December 31,2004.
 
 During
the quarter, the Company earned management fee of $21,860 from a related
company. An amount of $19,673 and $38,882 was outstanding as of March 31, 2005
and 2004 respectively.
 
 During
the quarter, the Company recorded additional paid in capital of $46,768 being
amount owed to and waived by the stockholders.
 
 
 **NOTE
9 SUBSEQUENT EVENT**
 
 During
April 2005, the Company issued 415,000 shares of common stock for services with
a fair value of $83,000.
   8
 *Index*
  ITEM
2.  MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
 With the
exception of historical facts stated herein, the matters discussed in this
report are "forward looking" statements that involve risks and uncertainties
that could cause actual results to differ materially from projected results.
Such "forward looking" statements include, but are not necessarily limited to,
statements regarding anticipated levels of future revenues and earnings from
operations of the Company. Readers of this report are cautioned not to put undue
reliance on "forward looking" statements, which are, by their nature, uncertain
as reliable indicators of future performance. The Company disclaims any intent
or obligation to publicly update these "forward looking" statements, whether as
a result of new information, future events, or otherwise . In
addition the uncertainties include, but are not limited to, competitive
conditions involving the Company's markets.
 
  **GENERAL
DESCRIPTION OF BUSINESS**
  
 We were
incorporated under the laws of the State of North Carolina on July 26, 1996. On
August 11, 2004, we acquired Heilongjiang Pingchuan Yi Liao Qi Xie You Xian Gong
Si (“Pingchuan Yi Liao”), a corporation organized and validly existing under the
laws of the People’s Republic of China since its formation on December 7,
2001.
 
 Before
the Acquisition, Pingchuan Yi Liao’s operations focused on sales of medical
equipment, such as infusion apparatus and respirator equipment. Substantially
all of Pingchuan Yi Liao’s revenues in 2003 derived from medical equipment
sales.
 
 In 2004,
our medical equipment sales diminished, and we began to focus on deriving
revenue from the medical industry by providing integrated operational management
services for a related medical company, Harbin Pingchuan Yao Ye Gu Fen You Xian
Gong Si, a corporation validly organized and existing under the laws of the
People’s Republic of China (“Gu Fen”). Pingchuan Yi Liao’s major shareholder,
Mr. Hu Zhanwu, also owns more than 50% of the common stock of Gu Fen.
 
 In
October 2004, we entered into a letter of intent with Gu Fen, pursuant to which
Gu Fen agreed to retain our integrated operational management services and pay
us a professional service fee of US$48,000 per year, plus 15% of their sales
revenue as a commission.
 
 Gu Fen is
an integrated pharmaceutical company whose main products are antibiotics,
chemical medicine capsules, traditional Chinese medicines, medical instruments,
health care food, and other related products.
  9
 *Index*
  Based on
our agreement and relationship with Gu Fen, we provide Gu Fen with various
value-added services, such as formula control, supplier selection, quality
assurance, package design services, cost analysis, product packaging and
tracking, just-in-time and point-of-use delivery, billing services and
post-sales support. We primarily focus on improving their sales growth. Through
our management and related services, we are also helping Gu Fen to develop a
nation-wide sales network for most of their products. We are seeking
opportunities to build strategic partnerships with national chain drugstores so
that Gu Fen can distribute their products via an improved national sales
network. We believe our services distinguish us from traditional pharmaceutical
manufacturers in China, who lack a developed sales network. We also believe our
status as a reporting public entity could give us a competitive advantage over
privately held entities having a similar business objective in seeking strategic
partnerships. Our ability to raise capital in the public market is our strength
in negotiating with potential strategic partners. Our developed, customized
information systems provide Gu Fen with efficiency and flexibility through our
operational management services. This enables Gu Fen to: (1) significantly
reduce the direct and indirect costs of production by outsourcing internal
purchasing, quality assurance and inventory fulfillment responsibilities;
(2) reduce the amount of working capital invested in inventory and floor
space; (3) reduce production costs through purchasing efficiencies; and
(4) receive expertise in production and package design and marketing. Our
strategy to expand sales networks through strategic partnerships with national
chain drugstores is designed to enable Gu Fen to grow their sales rapidly in the
future; as a result, we will improve our position as a leader in the
distribution of pharmaceuticals in China.
 
 **COMPETITION**
 
 We expect
to encounter intense competition from other entities having a business objective
similar to ours. Many of these entities are well-established and have extensive
experience in the pharmaceutical and medical industries. Many of these
competitors possess greater financial, marketing, technical, personnel and other
resources than us, and there can be no assurances that we will have the ability
to compete successfully. Our financial resources will be extremely limited in
comparison to those of many of our competitors. Management believes, however,
that our status as a reporting public entity could give us a competitive
advantage over privately held entities having a similar business objective in
forming strategic partnerships with Chinese companies having significant growth
potential.
 
 **Results
of Operations**
 
 Net
Loss
 
 We had a
net loss o f
$166,640, o r $0 per
common share, for the three months ended March 31, 2005, versus a net loss of
$566, or $0 per common share, for the same period ended March 31, 2004. The
increase in net loss in the first quarter of 2005 was primarily due to the
consulting fee of $200,000 and an increase in general and administrative
expenses, which was $13,158 for the three months ended March 31, 2005, versus
$566 for the same period ended in 2004.
 
 Revenue
 
 We
recorded revenue of $71,860 for the three months ended March 31, 2005, versus
sales revenue of $0 for the same period ended in 2004. The revenue for the first
quarter of 2005 was due to the rendering of professional service fees from a
related company (Gu Fen) and Moscow Sing Sing Share Co. Ltd., based on a
negotiated contract basis. The difference is attributable to the fact that the
rendering of professional service fees in connection with our integrated
management consulting services to Gu Fen commencing from the fourth quarter of
2004.
 
 10
 *Index*
 
 Expenses
 
 Operating
expenses for the three months ended March 31, 2005 increased
to $216,458 from $566 in the
same period in 2004. An increase of $215,892 in selling, general and
administrative expense s in 2005
was due primarily to the consulting fee of $200,000.
 
 Liquidity
and Capital Resources
 
 On March
31, 2005, we had cash of $66,598 and working capital surplus of $9,249. The
working capital surplus was due primarily to the cash and accounts receivable,
which was $136,271 on March 31, 2005, over accrued expense and convertible notes
payable.
 
 Net cash
flows provided
by o perating
activities were $23,399
f or the
three months ended March 31, 2005 as compared with net cash flows used in
operating activities of $512 for the
same period in 2004. The increase in cash provided by operations was primarily
attributable to the consulting fee of $200,000 for 2005.
 
 There
were no cash flows from investing activities in both three-month periods ended
March 31, 2005 and 2004.
 
 Net cash
flows provided
by financing activities were $41,768
f or the
three months ended March 31, 2005, versus no cash flows from financing
activities  for the
same period in 2004. The increase in cash provided by financing activities was
primarily attributable to proceeds from shareholder, offset by the payment of
convertible notes for the first quarter of 2005.
 
 
 Overall,
we have funded our cash needs from inception through March 31, 2005 with a
series of debt and equity transactions. If we are unable to receive additional
cash from our majority stockholder, we may need to rely on financing from
outside sources through debt or equity transactions. Failure to obtain such
financing could have a material adverse effect on operations and financial
condition.
 
 Going
Concern Opinion.
 
 As
discussed in this report, we had recurring losses and had an accumulated deficit
of $359,307 at March 31, 2005 that included a net loss of $166,640 for the three
months ended March 31, 2005. Our independent auditors have expressed doubt as to
our ability to continue as a going concern. Our continued existence is dependent
upon our ability to resolve our business and liquidity problems, principally
through raising additional capital and increasing our sales. Our plans with
regard to this matter are to seek additional capital for operations through
either debt or equity and increase sales.
 
 
 ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
 
 We do not
have any material risk with respect to changes in foreign currency exchange
rates, commodities prices or interest rates. We do not believe that we have any
other relevant market risk with respect to the categories intended to be
discussed in this item of this report.
 
 11
 *Index*
 
 ITEM
4.  CONTROLS AND PROCEDURES
 
 Quarterly
Evaluation of Controls
 
 As of the
end of the period covered by this quarterly report on Form 10-Q, we evaluated
the effectiveness of the design and operation of (i) our disclosure controls and
procedures ("Disclosure Controls"), and (ii) our internal control over financial
reporting ("Internal Controls"). This evaluation ("Evaluation") was performed by
our Chief Executive Officer, Yao, Qitai ("CEO"), and our Chief Financial
Officer, Zhang, Chunman ("CFO"). In this section, we present the conclusions of
our CEO based on and as of the date of the Evaluation, (i) with respect to the
effectiveness of our Disclosure Controls, and (ii) with respect to any change in
our Internal Controls that occurred during the most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect our
Internal Controls.
 
 CEO and
CFO Certifications
 
 Attached
to this quarterly report, as Exhibits 31.1 and 31.2, are certain certifications
of the CEO and CFO, which are required in accordance with the Exchange Act and
the Commission's rules implementing such section (the "Rule 13a-14(a)/15d-14(a)
Certifications"). This section of the quarterly report contains the information
concerning the Evaluation referred to in the Rule 13a-14(a)/15d-14(a)
Certifications. This information should be read in conjunction with the Rule
13a-14(a)/15d-14(a) Certifications for a more complete understanding of the
topic presented.
 
 Disclosure
Controls and Internal Controls
 
 Disclosure
Controls are procedures designed with the objective of ensuring that information
required to be disclosed in our reports filed with the Commission under the
Exchange Act, such as this quarterly report, is recorded, processed, summarized
and reported within the time period specified in the Commission's rules and
forms. Disclosure Controls are also designed with the objective of ensuring that
material information relating to the Company is made known to the CEO and the
CFO by others, particularly during the period in which the applicable report is
being prepared. Internal Controls, on the other hand, are procedures which are
designed with the objective of providing reasonable assurance that (i) our
transactions are properly authorized, (ii) our assets are safeguarded against
unauthorized or improper use, and (iii) our transactions are properly recorded
and reported, all to permit the preparation of complete and accurate financial
statements in conformity with accounting principals generally accepted in the
United States.
 
 Limitations
on the Effectiveness of Controls
 
 Our
management does not expect that our Disclosure Controls or our Internal Controls
will prevent all error and all fraud. A control system, no matter how well
developed and operated, can provide only reasonable, but not absolute assurance
that the objectives of the control system are met. Further, the design of the
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their costs. Because of
the inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances so of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of a system
of controls also is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in
achieving its stated objectives under all potential future conditions. Over
time, control may become inadequate because of changes in conditions, or because
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.
 
 12
 *Index*
 
 Scope of
the Evaluation
 
 The CEO
and CFO's evaluation of our Disclosure Controls and Internal Controls included a
review of the controls' (i) objectives, (ii) design, (iii) implementation, and
(iv) the effect of the controls on the information generated for use in this
quarterly report. In the course of the Evaluation, the CEO and CFO sought to
identify data errors, control problems, acts of fraud, and they sought to
confirm that appropriate corrective action, including process improvements, was
being undertaken. This type of evaluation is done on a quarterly basis so that
the conclusions concerning the effectiveness of our controls can be reported in
our quarterly reports on Form 10-QSB and annual reports on Form 10-KSB. The
overall goals of these various evaluation activities are to monitor our
Disclosure Controls and our Internal Controls, and to make modifications if and
as necessary. Our external auditors also review Internal Controls in connection
with their audit and review activities. Our intent in this regard is that the
Disclosure Controls and the Internal Controls will be maintained as dynamic
systems that change (including improvements and corrections) as conditions
warrant.
 
 Among
other matters, we sought in our Evaluation to determine whether there were any
significant deficiencies or material weaknesses in our Internal Controls, which
are reasonably likely to adversely affect our ability to record, process,
summarize and report financial information, or whether we had identified any
acts of fraud, whether or not material, involving management or other employees
who have a significant role in our Internal Controls. This information was
important for both the Evaluation, generally, and because the Rule
13a-14(a)/15d-14(a) Certifications, Item 5, require that the CEO and CFO
disclose that information to our Board (audit committee), and to our independent
auditors, and to report on related matters in this section of the quarterly
report. In the professional auditing literature, "significant deficiencies" are
referred to as "reportable conditions". These are control issues that could have
significant adverse affect on the ability to record, process, summarize and
report financial data in the financial statements. A "material weakness" is
defined in the auditing literature as a particularly serious reportable
condition where the internal control does not reduce, to a relatively low level,
the risk that misstatement cause by error or fraud may occur in amounts that
would be material in relation to the financial statements and not be detected
within a timely period by employee in the normal course of performing their
assigned functions. We also sought to deal with other controls matters in the
Evaluation, and in each case, if a problem was identified, we considered what
revisions, improvements and/or corrections to make in accordance with our
ongoing procedures.
 
 Conclusions
 
 Based
upon the Evaluation, our CEO and CFO have concluded that, subject to the
limitations noted above, our Disclosure Controls are effective to ensure that
material information relating to us is made known to management, including the
CEO and CFO, particularly during the period when our periodic reports are being
prepared, and that our Internal Controls are effective to provide reasonable
assurance that our financial statements are fairly presented inconformity with
accounting principals generally accepted in the United States. Additionally,
there has been no change in our Internal Controls that occurred during our most
recent fiscal quarter that has materially affected, or is reasonably likely to
affect, our Internal Controls.
 
 13
 *Index*
 
 PART
II. OTHER
INFORMATION
 
 Item 1.
Legal Proceedings
 
 None.
 
 Item 2.Changes in Securities
 
 None.
 
 Item 3.
Defaults Upon Senior Securities
 
 None.
  Item 4.
Submission of Matters to a Vote of Security Holders
 
 None.
 
 Item 5.
Other Information
 
 None.
 
 Item 6.
Exhibits and Reports on Form 8-K
 
 (a)
Exhibits
 
 3.
Articles of Incorporation with amendments and bylaws are incorporated by
reference
 from
Exhibit No. 1 of Form SB-2, as amended, filed with the Commission on or about
December 2000.
 
 31.1 Certifications of CEO pursuant to Section 302
 31.2 Certifications of CFO pursuant to Section 302
 32.1 Section 1350 Certifications of CEO
 32.2 Section 1350 Certifications of CFO
 
 (b)
Reports on Form 8-K
 
 We filed
a current report on Form 8-K, dated January 21, 2005, and two amendments of
current report on Form 8-K/A, dated January 25, 2005 and February 10, 2005,
respectively, in order to report the changes in our certifying
accountant.
  14
 *Index*
 
 SIGNATURES
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
 
 
 
 PINGCHUAN
PHARMACEUTICAL, INC.
 (Registrant)
 
  
 /S/
HU, ZHANWU, PRESIDENT
 Date: May
23,
2005 HU,
ZHANWU
 PRESIDENT
  15
 **