SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549




FORM
      10-QSB




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





For
      the
      quarterly period ended March 31, 2008





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





For
      the
      transition period from _______________ to _________________




Commission
      file number: 000-32253





HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY, INC.


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





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




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


Xi’an
      710075 Shaanxi Province, China


(Address
      of Principal Executive Offices Including Zip Code)




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





The
      number of shares outstanding of the registrant's common equity as of March
      31,
      2008, was 18,466,169 shares of common stock, par value $0.018.





Transitional
      Small Business Disclosure Format (Check one): o Yes x No











HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY, INC.


AND
      SUBSIDIARIES


INDEX
      TO
      THE FORM 10-QSB


FOR
      THE
      THREE MONTHS ENDED MARCH 31, 2008





TABLE
      OF
      CONTENTS





PART
                I. FINANCIAL INFORMATIONItem
                1.
            
            Financial
                Statements
            3Condensed
                Consolidated Balance Sheet as of March 31, 2008 (Unaudited) and December
                31, 2007 (Audited)
            3Unaudited
                Condensed Consolidated Statements of Operations for the Three Months
                Ended
                March 31, 2008 and 2007
            4Unaudited
                Condensed Consolidated Statements of Cash Flows for the Three Months
                Ended
                March 31, 2008 and 2007
            5Notes
                to Unaudited Condensed Consolidated Financial Statements as of March
                31,
                2008
            6Item
                2.
            
            Management's
                Discussion and Analysis or Plan of Operation
            11Item
                3.
            
            Controls
                and Procedures
            14PART
                II. OTHER INFORMATIONItem
                1.
            
            Legal
                Proceedings
            14Item 1A
            
            Risk
                Factors
            14Item
                2.
            
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            21Item
                3.
            
            Defaults
                Upon Series Securities
            21Item
                4.
            
            Submission
                of Matters to a Vote of Security Holders
            21Item
                5.
            
            Other
                Information
            21Item
                6:
            
            Exhibits
                and Reports on Form 8-K
            21SIGNATURES
            22




2




**PART
      I. FINANCIAL INFORMATION**


**Item
      1. Financial Statements**





HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY, INC


AND
      SUBSIDIARIES


CONDENSED
      CONSOLIDATED BALANCE SHEETS




March 31, 2008
              (Unaudited)
            
            December 31,
              2007 (Audited)ASSETS**CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            1,913,289
            
            $
            2,219,694Short-term
                investment
            
            
            28,481
            
            
            -Accounts
                receivable, net of allowances
            
            
            2,129,579
            
            
            1,660,829Inventories
            
            
            2,977,797
            
            
            2,657,305Due
                from stockholders
            
            
            102,535
            
            
            -Other
                assets
            
            
            632,873
            
            
            1,011,985Total
                Current Assets
            
            
            7,784,554
            
            
            7,549,813**PROPERTY
                AND EQUIPMENT, NET**
            
            
            4,335,658
            
            
            3,509,344**LAND
                USE RIGHTS, NET**
            
            
            147,440
            
            
            142,334**TOTAL
                ASSETS**
            
            $
            12,267,652
            
            $
            11,201,491**LIABILITIES
                AND STOCKHOLDERS' EQUITY****CURRENT
                LIABILITIES**Accounts
                payable
            
            $
            60,184
            
            $
            93,126Other
                payables and accrued expenses
            
            
            345,139
            
            
            245,568Income
                tax and other tax payables
            
            
            684,027
            
            
            498,655Notes
                payable
            
            
            592,407
            
            
            295,320Due
                to stockholders
            
            
            -
            
            
            280,503Total
                Current Liabilities
            
            
            1,681,757
            
            
            1,413,172**LONG-TERM
                LIABILITIES**Convertible
                notes payable (net of unamortizeddiscount
                of $565,413 and due on December 31, 2009)
            
            
            1,434,587
            
            
            1,353,814**TOTAL
                LIABILITIES**
            
            
            3,116,344
            
            
            2,766,986**COMMITMENTS
                AND CONTINGENCIES**
            
            
            -
            
            
            -**MINORITY
                INTERESTS**
            
            
            490,080
            
            
            461,826**STOCKHOLDERS'
                EQUITY**Preferred
                stock ($0.001 par value, 5,000,000 shares authorized, none issued
                and
                outstanding)
            
            
            -
            
            
            -Common
                stock ($0.018 par value, 100,000,000 shares authorized, 18,466,169
                shares
                issued and outstanding as of March 31, 2008 and December 31,
                2007)
            
            
            332,388
            
            
            332,388Additional
                paid-in capital
            
            
            8,326,752
            
            
            8,326,752Retained
                earnings (deficit)Unappropriated
            
            
            (1,333,155
            )
            
            (1,671,410
            )Appropriated
            
            
            219,964
            
            
            219,964Accumulated
                other comprehensive income
            
            
            1,115,279
            
            
            764,985Total
                Stockholders' Equity
            
            
            8,661,228
            
            
            7,972,679**TOTAL
                LIABILITIES AND STOCKHOLDERS' EQUITY**
            
            $
            12,267,652
            
            $
            11,201,491




The
      accompanying notes are an integral part of these financial
      statements





3




HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC.


AND
      SUBSIDIARIES


CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS


ANDCOMPREHENSIVE
      INCOME (UNAUDITED)




**For the Three**
              **Months Ended**
              **March 31, 2008**
            
            **For the Three**
              **Months Ended**
              **March 31, 2007****NET
                SALES**
            
            $
            2,586,448
            
            $
            1,397,669**COST
                OF SALES**
            
            
            (1,608,945
            )
            
            (989,818
            )**GROSS
                PROFIT**
            
            
            977,503
            
            
            407,851**OPERATING
                EXPENSES**Selling
                expenses and distribution expenses
            
            
            24,893
            
            
            19,044General
                and administrative expenses
            
            
            397,777
            
            
            40,997Depreciation
                and amortization
            
            
            12,702
            
            
            11,835Total
                Operating Expenses
            
            
            435,372
            
            
            71,876**INCOME
                FROM OPERATIONS**
            
            
            542,131
            
            
            335,975**OTHER
                INCOME (EXPENSES)**Interest
                income
            
            
            855
            
            
            5,881Interest
                expenses
            
            
            (136,346
            )
            
            (9,388
            )Other
                income
            
            
            75,495
            
            
            21,287Total
                Other Income (Expenses)
            
            
            (59,996
            )
            
            17,780**INCOME
                FROM OPERATIONS BEFORE****TAXES
                AND MINORITY INTEREST**
            
            
            482,135
            
            
            353,755**INCOME
                TAX EXPENSE**
            
            
            (135,017
            )
            
            (56,608
            )**MINORITY
                INTEREST**
            
            
            (8,863
            )
            
            13,981**NET
                INCOME**
            
            
            338,255
            
            
            311,128**OTHER
                COMPREHENSIVE INCOME**Foreign
                currency translation gain
            
            
            350,294
            
            
            26,375**COMPREHENSIVE
                INCOME**
            
            $
            688,549
            
            $
            337,503**Net
                income per share - basic**
            
            $
            0.02
            
            $
            0.02**Net
                income per share - diluted**
            
            $
            0.02
            
            $
            0.02Weighted
                average number of shares outstanding during the year -
                basic
            
            
            18,466,169
            
            
            18,466,169Weighted
                average number of shares outstanding during the year -
                diluted
            
            
            20,466,169
            
            
            18,466,169





The
      accompanying notes are an integral part of these financial
      statements





4




HUIFENG
      BIO-PHARMACEUTICAL TECHNOLOGY INC.


AND
      SUBSIDIARIES


CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS


(UNAUDITED)





**For the Three**
              **Months Ended**
              **March 31, 2008**
            
            **For the Three**
              **Months Ended**
              **March 31, 2007****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                income
            
            $
            338,255
            
            $
            311,128Adjusted
                to reconcile net income to cash provided by(used
                in) operating activities:Allowance
                for doubtful accounts - accounts receivable
            
            
            (11,137
            )
            
            (24,569
            )Depreciation
                and amortization - cost of sales
            
            
            102,194
            
            
            62,869Depreciation
                and amortization
            
            
            12,702
            
            
            11,835Amortization
                of discount on convertible notes
            
            
            38,335
            
            
            -Amortization
                of deferred financing costs
            
            
            42,438
            
            
            -Minority
                interest
            
            
            8,863
            
            
            (13,981
            )Changes
                in operating assets and liabilities(Increase)
                decrease in:Accounts
                receivable
            
            
            (380,026
            )
            
            68,847Inventories
            
            
            (205,540
            )
            
            (734,630
            )Due
                from stockholders
            
            
            -
            
            
            24,278Other
                assets
            
            
            412,170
            
            
            219,889Increase
                (decrease) in:Accounts
                payable
            
            
            (36,026
            )
            
            (6,807
            )Other
                payables and accrued expenses
            
            
            87,453
            
            
            47,949Income
                tax and other taxes payable
            
            
            161,122
            
            
            (34,083
            )Due
                to stockholders
            
            
            (285,914
            )Net
                cash provided by (used in) operating activities
            
            
            284,889
            
            
            (67,275
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES**Decrease
                in notes receivable
            
            
            -
            
            
            257,355Purchase
                of short-term investment
            
            
            (27,872
            )
            
            -Purchase
                of property and equipment
            
            
            (780,249
            )
            
            (5,489
            )Due
                from stockholders
            
            
            (100,342
            )
            
            -Net
                cash (used in) provided by investing activities
            
            
            (908,463
            )
            
            251,866**CASH
                FLOWS FROM FINANCING ACTIVITIES**Proceeds
                from note payable
            
            
            278,719
            
            
            -Net
                cash provided by financing activities
            
            
            278,719
            
            
            -**EFFECT
                OF EXCHANGE RATES ON CASH**
            
            
            38,450
            
            
            2,128**NET
                (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS**
            
            
            (306,405
            )
            
            186,719**CASH
                AND CASH EQUIVALENTS AT BEGINNING OF PERIOD**
            
            
            2,219,694
            
            
            463,468**CASH
                AND CASH EQUIVALENTS AT END OF PERIOD**
            
            $
            1,913,289
            
            $
            650,187**SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION**Cash
                paid during the period for:Income
                taxes
            
            $
            2,225
            
            $
            842Interest
                expenses
            
            $
            38,906
            
            $
            7,006




The
      accompanying notes are an integral part of these financial
      statements





5





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


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF MARCH 31, 2008** **(UNAUDITED)**




NOTE
      1 ORGANIZATION AND BASIS OF PRESENTATION




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




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




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




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




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





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, 2008 and December 31, 2007, the consolidated results of operations
      for
      the three months ended March 31, 2008 and 2007, and consolidated cash flows
      for
      the three months ended March 31, 2008 and 2007. The consolidated results for
      the
      three months ended March 31, 2008 are not necessarily indicative of the results
      to be expected for the entire fiscal year ending December 31, 2008. These
      consolidated financial statements should be read in conjunction with the
      consolidated financial statements and notes for the year ended December 31,
      2007
      appearing in the Company's annual report on Form 10-KSB as filed with the
      Securities and Exchange Commission.





NOTE
      2 USE OF ESTIMATES





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





6





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


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF MARCH 31, 2008** **(UNAUDITED)**





NOTE
      3 PRINCIPLES OF CONSOLIDATION





The
      accompanying unaudited condensed consolidated financial statements as of March
      31, 2008 and 2007 include the financial statements of Huifeng Bio-Pharmaceutical
      and its 100% owned subsidiary Northwest, 100% owned subsidiary Huifeng
      Biochemistry, 70% owned subsidiary Huifeng Engineering and 80.2% owned
      subsidiary Huifeng Pharmaceutical. Minority interests represent the minority
      stockholders' proportionate share of the profits of Huifeng Engineering and
      Huifeng Pharmaceutical.





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





NOTE
      4 CASH AND CASH EQUIVALENTS





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





NOTE
      5 INCOME TAXES





The
      Company accounts for income taxes under the Statement of Financial Accounting
      Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under
      Statement 109, deferred tax assets and liabilities are recognized for the future
      tax consequences attributable to differences between the financial statement
      carrying amounts of existing assets and liabilities and their respective tax
      bases. Deferred tax assets and liabilities are measured using enacted tax rates
      expected to apply to taxable income in the years in which those temporary
      differences are expected to be recovered or settled. Under Statement 109, the
      effect on deferred tax assets and liabilities of a change in tax rates is
      recognized in income in the period that includes the enactment date. Huifeng
      Bio-pharmaceutical was incorporated in the United States and has incurred net
      operating loss as for income tax purposes for the three months ended March
      31,
      2008 and 2007.




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





Huifeng
      Biochemistry, a wholly-owned subsidiary of Northwest, was incorporated in the
      PRC being registered as a new and high technology enterprise is entitled to
      an
      income tax reduction. According to the document of reductions approved by the
      local tax bureau, the
      income tax rate was reduced from 33% to 15% on a permanent basis. Provision
      for
      income tax expenses for the three months ended March 31, 2008 and 2007 were
      $111,021 and $56,608 respectively.





Huifeng
      Engineering, 70% owned subsidiary of Huifeng Biochemistry, 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, 2008 and 2007 as Huifeng Engineering has
      incurred net operating loss.





Huifeng
      Pharmaceutical, 80.2% owned subsidiary of Huifeng, was also incorporated in
      the
      PRC and subject to PRC income tax which is computed according to the relevant
      laws and regulations in the PRC. The applicable tax rates for the three months
      ended March 31, 2008 and 2007 were 25% and 33% respectively. The provision
      for
      income tax expenses for the three months ended March 31, 2008 and 2007 was
      $23,996 and $0 respectively.





NOTE
      6 EARNINGS PER SHARE





Basic
      income per share is computed by dividing income available to common stockholders
      by the weighted average number of common shares outstanding during the period.
      Diluted income per share is computed similar to basic income per share except
      that the denominator is increased to include the number of additional common
      shares that would have been outstanding if the potential common shares had
      been
      issued and if the additional common shares were dilutive.





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





NOTE
      7 BUSINESS SEGMENTS





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





7





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


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF MARCH 31, 2008** **(UNAUDITED)**





NOTE
      8 RECENT ACCOUNTING PRONOUNCEMENTS





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





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





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





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





NOTE
      9
      SHORT-TERM INVESTMENT





Short-term
      investment as of March 31, 2008 (unaudited) and December 31, 2007 (audited)
      consisted of the following:





March
                31,
              2008
            
            December
                31,
              2007Bond
                fund
            
            $
            28,481
            
            $
            -





No
      unrealized gain or loss for the three months ended March 31, 2008 and 2007
      as
      the fund was formed
      on
      March 31, 2008.





NOTE
      10
      NOTES PAYABLE





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




8


March
                31,
              2008
            
            December
                31,
              2007Notes
                payable to a financial institution, interest rate of9.6768%
                per annum, secured by a director property andthe
                company's fixed assets, guaranteed by a third party,due
                August 2007, was extended to June 2008
            
            $
            307,596
            
            $
            295,320Note
                payable to a bank, interest rate of 9.711% per annum ,secured
                by the company's property and land, due December 2008
            
            
            284,811
            
            
            -Current
                maturities
            
            $
            592,407
            
            $
            295,320





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, 2008 and 2007, the Company amortized
      $42,438 and $0 of financing costs in interest expenses. The Notes are due
      December 31, 2009 and are convertible into 2,000,000 shares of common stock
      of
      the Company at a conversion price of $1.00 per share.





The
      holders of the Notes may convert the unpaid principal amount of the Notes into
      common stock of the Company at any time prior to maturity, at the applicable
      conversion price. The Company may prepay all or any part of the outstanding
      principal amount of the Notes, together with interest, if any, plus a premium,
      if payable 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.





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.





In
      the
      event that a registration statement covering the Common Stock issuable upon
      exercise of the warrant is not effective on or before December 31, 2008, the
      warrant holders may exercise its right during the exercise period to receive
      warrant shares on a net basis such that, with any payment of funds by the
      warrant holders, the warrant holders receive that number of warrant shares
      otherwise issuable upon exercise of its warrants less the number of warrant
      shares having an aggregate market price at the time of exercise equal to the
      aggregate exercise price per share that would otherwise have been payable by
      the
      holder of all such warrant shares.





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
      December 31, 2007, 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 Bionomial 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, 2008 and
      2007, the Company recorded amortization of $38,335 and $0 respectively as
      interest expenses in the statement of operations.





The
      Notes
      bear a 10% annual interest rate payable in arrears with a first payment due
      March 1, 2008, and thereafter on each June 1, September 1 and December 1 while
      the Notes are outstanding, with a final payment of interest due on the maturity
      date. For the three months ended March 31, 2008 and 2007, $50,556 and $0
      respectively was recorded as interest expenses.





9





NOTE
      12 COMMITMENTS AND CONTINGENCIES





(A)
      Capital commitments




As
      of
      March 31, 2008 (unaudited) and December 31, 2007 (audited), the Company had
      capital commitments of $35,317 and $512,954 respectively with suppliers for
      the
      purchase of production equipment and factory construction.





(B)
      Operating lease commitments





The
      Company occupies office from a third party under operating leases which expires
      on September 30, 2008 at a quarterly rental of $2,857. Accordingly, for the
      three months ended March 31, 2008 and 2007, the Company recognized rental
      expenses for this space in the amount of $2,857 and $2,637
      respectively.





As
      of
      March 31, 2008, the Company has outstanding commitments with respect to the
      non-cancelable operating leases of $5,714 which are due by September
      2008.




NOTE
      13 RELATED PARTY TRANSACTIONS





As
      of
      March 31, 2008, three stockholders owed the Company $102,535 for advances made
      on an unsecured basis and repayable on demand. Interest is charged at 5% per
      annum on the amount due. Total interest income amounted to $694 for the three
      months ended March 31, 2008.




10





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


**NOTES
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**AS
      OF MARCH 31, 2008** **(UNAUDITED)**





NOTE
      14 CONCENTRATIONS AND RISKS





During
      the three months ended March 31, 2008 and
      2007, 100% of the Company’s assets were located in China and Hong
      Kong.





During
      the three months ended March 31, 20 08
      and
      2007, 48% and 49% o f
      the
      Company's revenues were derived from companies located in China
      respectively.





The
      Company sold goods to one customer for $222,595, representing 16% of sales
      during the three months ended March 31, 2007. Accounts receivable from that
      customer was $76,809 as of March 31, 2007.





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, and the Company relied on three suppliers for approximately $372,660,
      $362,398 and $201,130, representing in aggregate 63% of purchases for the three
      months ended March 31, 2007. No accounts payable to those suppliers as of March
      31, 2008 and 2007.





NOTE
      15
      SUBSEQUENT EVENTS





On
      May
      16, 2008, the amount due from stockholders to $102,535 was repaid.





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





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





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




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




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


11





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.





**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, 2007 and 2006. 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, 2008 COMPARED TO THREE MONTHS ENDED MARCH 31,
      2007





Revenues,
      Cost of Revenues and Gross Margin




Revenues
        for the quarter ended March 31, 2008 were $2,586,448, an increase of $1,188,779
        from $1,397,669 for same quarter in 2007. Our increases in sales revenues
        in
        2008 were mainly attributable to the change of our domestic sales and export
        sales in the first quarter of 2008 compared with the same quarter in
        2007:
  For
                  the quarter ended
                March
                  31,
              
              Increase
                  /Product
              
              2008
              
              2007
              
              (Decrease)Pharmaceutical
                  intermediates
              
              $
              1,208,128
              
              $
              640,051
              
              $
              568,077Pharmaceutical
                  raw material
              
              
              910,795
              
              
              711,211
              
              
              199,584Plant
                  Extractive and others
              
              
              467,525
              
              
              46,407
              
              
              421,118TOTAL
              
              $
              2,586,448
              
              $
              1,397,669
              
              $
              1,188,779


12




Cost
        of
        revenues for the quarter ended March 31, 2008 were $1,608,945, an increase
        of
        $619,127 from $989,818 for the quarter ended March 31, 2007. Compared to
        the
        quarter ended March 31, 2007, the increase in cost of sales of our products
        was
        because of the change in the cost of sales:


For
                  the quarter ended
                March
                  31,
              
              Increase
                  /Product
              
              
              2008
              
              
              2007
              
              (Decrease)Pharmaceutical
                  intermediates
              
              $
              884,134
              
              $
              380,340
              
              $
              503,794Pharmaceutical
                  raw material
              
              
              578,077
              
              
              516,540
              
              
              61,537Plant
                  Extractive and others
              
              
              146,734
              
              
              92,938
              
              
              53,796TOTAL
              
              $
              1,608,945
              
              $
              989,818
              
              $
              619,127




The
      gross
      profit margin ended March 31, 2008 increased to 36% from 29% in the same period
      of 2007. The major reasons are the lower unit cost and the higher added value
      of L-Rhamnose
      and Diosmin and Resveratrol.





Gross
      margin for the quarter ended March 31, 2008 was $977,503, an increase of
      $569,652 from $407,851 for the period ended March 31, 2007.





General
      and Administrative Expenses




General
        and Administrative expenses totaled $397,777 for the three months ended March
        31, 2008, an increase of $356,780 from $40,997 for the three months ended
        March
        31, 2007. The increase in general and administrative expenses was mainly
        due to
        increase in financing service expenses, which include investment bank service
        charge and IR fees.


Selling
      and Distribution Expenses




Selling
      and distribution expenses totaled $24,893 for the three months ended March
      31,
      2008, an increase of $5,849 from $19,044 for the three months ended March 31,
      2007. The Company has increased its expenses of conference meetings and goods
      delivery expenses in the current quarter as compared to the same quarter last
      year.





Liquidity
      and Capital Resources




Cash




Our
      cash
      balance amounted to $1,913,289 at March 31, 2008.


In
        the
        three months ended March 31, 2008, our cash provided by operating activities
        totaled $284,889, mainly due to our increase of inventories totaled $205,540.
        In
        the three months ended March 31, 2008, cash flow used in investing activities
        totaled $908,463 for purchase of property and equipment of
        $780,249.




The
      Company is currently funding its operations from our income from
      operations.




Working
      Capital




Our
      working capital amounted to $6,102,797 at March 31, 2008.





**INFLATION**




Inflation
      has not had a material impact on our business.




**CURRENCY
      EXCHANGE FLUCTUATIONS**




All
      of
      our revenues and majority of the expenses for the three months ended March
      31,
      2008 were denominated primarily in Renminbi ("RMB"), the currency of China,
      and
      were converted into US Dollars at the exchange rate of 7.0222 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
      $
      350,294 during the first quarter of 2008. There could be no assurance that
      RMB-to-U.S. dollar exchange rates will remain stable. A devaluation of RMB
      relative to the U.S. dollar would adversely affect our business, financial
      condition and results of operations. We do not engage in currency
      hedging.


13





**Item
      3. Controls and Procedures**




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




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




**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
      1A.** **Risk
      Factors**





You
      should carefully consider the risks described below together with all of the
      other information included in this report before making an investment decision
      with regard to our securities. The statements contained in or incorporated
      into
      this offering that are not historic facts are forward-looking statements that
      are subject to risks and uncertainties that could cause actual results to differ
      materially from those set forth in or implied by forward-looking statements.
      If
      any of the following risks actually occurs, our business, financial condition
      or
      results of operations could be harmed. In that case, the trading price of our
      common stock could decline, and you may lose all or part of your
      investment.


***If
        We Are Not Able To Implement Our Strategies To Achieve Our Business Objectives,
        Our Business Operations And Financial Performance May Be Adversely
        Affected.***
 
 Our
        business plan and growth strategy is based on currently prevailing circumstances
        and the assumption that certain circumstances will or will not occur, as
        well as
        the inherent risks and uncertainties involved in various stages of development.
        However, there is no assurance that we will be successful in implementing
        our
        strategies or that our strategies, even if implemented, will lead to the
        successful achievement of our objectives. If we are not able to successfully
        implement our strategies, our business operations and financial performance
        may
        be adversely affected.
 
 ***If
        We Need Additional Capital To Fund Our Growing Operations, We May Not Be
        Able To
        Obtain Sufficient Capital And May Be Forced To Limit The Scope Of Our
        Operations.***
 
 As
        we
        implement our growth strategies, we may experience increased capital needs
        and
        we may not have enough capital to fund future operations without additional
        capital investments. Our capital needs will depend on numerous factors,
        including (1) our profitability; (2) the release of competitive products
        by our
        competition; (3) the level of our investment in research and development;
        and
        (4) the amount of our capital expenditures. We cannot assure you that we
        will be
        able to obtain capital in the future to meet our needs.
  If
        we
        cannot obtain additional funding, we may be required to:
 
 l
              reduce
                  our investments in research and
                  development;
 
 l
              limit
                  our marketing efforts; and
  14
 l
              decrease
                  or eliminate capital expenditures.
 
 Such
        reductions could have a material adverse affect our business and our ability
        to
        compete. Even if we do find a source of additional capital, we may not be
        able
        to negotiate acceptable terms and conditions for receiving the additional
        capital. Any future capital investments could dilute or otherwise materially
        and
        adversely affect the holdings or rights of our existing shareholders. In
        addition, new equity or convertible debt securities issued by us to obtain
        financing could have rights, preferences and privileges senior to our common
        stock. We cannot give you any assurance that any additional financing will
        be
        available to us, or if available, will be on terms favorable to us.
 
 ***We
        Depend On Third Parties To Supply Raw Materials, And Any Adverse Changes
        In Such
        Supply Or The Costs Of Raw Materials May Adversely Affect Our
        Operations.***
 
 We
        currently obtain all of our raw materials from third parties and through
        various
        farms. Due to the nature of the raw materials, mainly plants, the supply
        of
        these raw materials can be adversely affected by any material change in the
        climate or environmental conditions in China, which may, in turn, result
        in
        increased costs to purchase these raw materials.
  ***Intense
        Competition From Existing And New Entities May Adversely Affect Our Revenues
        And
        Profitability.***
 
 We
        compete with other companies, many of whom are developing, or can be expected
        to
        develop, products similar to ours. Some of our competitors are more established
        than we are, and have significantly greater financial, technical, marketing
        and
        other resources than we presently possess. Some of our competitors have greater
        name recognition and a larger customer base. These competitors may be able
        to
        respond more quickly to new or changing opportunities and customer requirements
        and may be able to undertake more extensive promotional activities, offer
        more
        attractive terms to customers, and adopt more aggressive pricing policies.
        We
        intend to create greater brand awareness for our brand name so that we can
        successfully compete with our competitors. We cannot guarantee that we will
        be
        able to compete effectively with current or future competitors or that the
        competitive pressures we face will not harm our business.
 
 ***We
        Depend On Our Key Management Personnel And The Loss Of Their Services Could
        Adversely Affect Our Business.***
 
 We
        place
        substantial reliance upon the efforts and abilities of our executive officers,
        Jingan Wang, our Chairman and Chief Executive Officer; Sanding Tao, our acting
        Chief Financial Officer; and Xinwen Hou, Chief Operations Officer and Secretary.
        The loss of the services of any of our executive officers could have a material
        adverse effect on our business, operations, revenues or prospects. We do
        not
        maintain key man life insurance on the lives of these individuals.
 
 ***We
        May Incur Significant Costs To Ensure Compliance With U.S. Corporate Governance
        And Accounting Requirements.***
 
 We
        may
        incur significant costs associated with our public company reporting
        requirements, costs associated with newly applicable corporate governance
        requirements, including requirements under the Sarbanes-Oxley Act of 2002
        and
        other rules implemented by the Securities and Exchange Commission and the
        NASDAQ
        OTCBB. We expect all of these applicable rules and regulations to increase
        our
        legal and financial compliance costs and to make some activities more
        time-consuming and costly. We also expect that these applicable rules and
        regulations may make it more difficult and more expensive for us to obtain
        director and officer liability insurance and we may be required to accept
        reduced policy limits and coverage or incur substantially higher costs to
        obtain
        the same or similar coverage. As a result, it may be more difficult for us
        to
        attract and retain qualified individuals to serve on our board of directors
        or
        as executive officers. We are currently evaluating and monitoring developments
        with respect to these newly applicable rules, and we cannot predict or estimate
        the amount of additional costs we may incur or the timing of such
        costs.
  
 ***We
        May Have Difficulty Raising Necessary Capital To Fund Operations As A Result
        Of
        Market Price Volatility Of Our Shares Of Common
        Stock.***
 
 If
        our
        business development plans are successful, we may require additional financing
        to continue to develop and exploit existing and new technologies and to expand
        into new markets. The exploitation of our technologies may, therefore, be
        dependent upon our ability to obtain equity financing through debt and equity
        or
        other means. In recent years, the securities markets in the United States
        have
        experienced a high level of price and volume volatility, and the market price
        of
        securities of many companies have experienced wide fluctuations that have
        not
        necessarily been related to the operations, performance, underlying asset
        values
        or prospects of such companies.
  For
        these
        reasons, our shares of common stock can also be expected to be subject to
        volatility resulting from purely market forces over which we will have no
        control. Such volatility may make it more difficult to find investors willing
        to
        invest in our common stock, or to negotiate equity financing or terms that
        are
        acceptable to us.
 
 15
 **Risks
        Relating To Our Company**
 
 ***To
        Maximize Our Potential For Future Growth And Achieve Our Expected Revenues,
        We
        Need To Manage Growth In Our Current Operations.***
 
 In
        order
        to maximize potential growth in our current and potential markets, we believe
        that we must expand our manufacturing and marketing operations. This expansion
        will place a significant strain on our management and on our operational,
        accounting, and information systems. We expect that as we continue to grow
        we
        will need to improve our financial controls, operating procedures, and
        management information systems to handle increased operations. We will also
        need
        to effectively train, motivate, and manage our employees. Our failure to
        manage
        our growth could disrupt our operations and ultimately prevent us from
        generating the revenues we expect.
 
 ***We
        Cannot Assure You That Our Organic Growth Strategy Will Be
        Successful.***
 
 One
        of
        our growth strategies is to grow organically by increasing the distribution
        and
        sales of our products in new markets outside of China. However, many obstacles
        to entering new markets exist, such as the costs associated with entering
        into
        new markets, developing and implementing effective marketing efforts abroad
        and
        maintaining attractive foreign exchange ratios. We cannot, therefore, assure
        you
        that we will be able to successfully overcome such obstacles and establish
        our
        products in any additional markets. Our inability to successfully implement
        our
        organic growth strategy may have a negative impact on our growth strategy
        and on
        our future financial condition, results of operations or cash
        flows.
 
 ***We
        Cannot Assure You That Our Acquisition Growth Strategy Will Be
        Successful.***
 
 In
        addition to our organic growth strategy we also expect to grow through strategic
        acquisitions. We intend to pursue opportunities to acquire businesses that
        are
        complementary or related to our existing product lines. We may not be able
        to
        locate suitable acquisition candidates at prices that we successfully consider
        appropriate. If we do identify an appropriate acquisition candidate, we may
        not
        be able to successfully negotiate the terms of an acquisition, finance the
        acquisition on terms that are satisfactory to us or if the acquisition occurs
        successfully, integrate the acquired business into our existing business.
        Acquisitions of businesses or other material operations may require debt
        financing or additional equity financing, resulting in leverage or dilution
        of
        ownership. Integration of acquired business operations could disrupt our
        business by diverting management away from day-to-day operations. The
        difficulties of integration may be increased by the necessity of coordinating
        geographically dispersed organizations, integrating personnel with disparate
        business backgrounds and combining different corporate cultures. We also
        may not
        be able to maintain key employees or customers of an acquired business or
        realize cost efficiencies or synergies or other benefits we anticipated when
        selecting our acquisition candidates. In addition, we may need to record
        write-downs from future impairments of intangible assets, which could reduce
        our
        future reported earnings. At times, acquisition candidates may have liabilities
        or adverse operating issues that we fail to discover through due diligence
        prior
        to the acquisition which will be required to comply with laws of the People's
        Republic of China ("PRC"), to the extent applicable. There can be no assurance
        that any proposed acquisition will be able to comply with PRC requirements,
        rules and/or regulations, or that we will successfully obtain governmental
        approvals to the extent required, which may be necessary to consummate such
        acquisitions.
  
 
 ***If
        We Are Not Able To Implement Our Strategies To Achieve Our Business Objectives,
        Our Business Operations And Financial Performance May Be Adversely
        Affected.***
 
 Our
        business plan and growth strategy is based on currently prevailing circumstances
        and the assumption that certain circumstances will or will not occur, as
        well as
        the inherent risks and uncertainties involved in various stages of development.
        However, there is no assurance that we will be successful in implementing
        our
        strategies or that our strategies, even if implemented, will lead to the
        successful achievement of our objectives. If we are not able to successfully
        implement our strategies, our business operations and financial performance
        may
        be adversely affected.
 
 ***If
        We Need Additional Capital To Fund Our Growing Operations, We May Not Be
        Able To
        Obtain Sufficient Capital And May Be Forced To Limit The Scope Of Our
        Operations.***
 
 As
        we
        implement our growth strategies, we may experience increased capital needs
        and
        we may not have enough capital to fund future operations without additional
        capital investments. Our capital needs will depend on numerous factors,
        including (1) our profitability; (2) the release of competitive products
        by our
        competition; (3) the level of our investment in research and development;
        and
        (4) the amount of our capital expenditures. We cannot assure you that we
        will be
        able to obtain capital in the future to meet our needs.
  If
        we
        cannot obtain additional funding, we may be required to:
  16
 l
              reduce
                  our investments in research and
                  development;
 
 l
              limit
                  our marketing efforts; and
  l
              decrease
                  or eliminate capital expenditures.
  Such
        reductions could have a material adverse affect our business and our ability
        to
        compete.
  Even
        if
        we do find a source of additional capital, we may not be able to negotiate
        acceptable terms and conditions for receiving the additional capital. Any
        future
        capital investments could dilute or otherwise materially and adversely affect
        the holdings or rights of our existing shareholders. In addition, new equity
        or
        convertible debt securities issued by us to obtain financing could have rights,
        preferences and privileges senior to our common stock. We cannot give you
        any
        assurance that any additional financing will be available to us, or if
        available, will be on terms favorable to us.
 
 ***We
        Depend On Third Parties To Supply Raw Materials, And Any Adverse Changes
        In Such
        Supply Or The Costs Of Raw Materials May Adversely Affect Our
        Operations.***
 
 We
        currently obtain all of our raw materials from third parties and through
        various
        farms. Due to the nature of the raw materials, mainly plants, the supply
        of
        these raw materials can be adversely affected by any material change in the
        climatic or environmental conditions in China, which may, in turn, result
        in
        increased costs to purchase these raw materials.
 
 ***Intense
        Competition From Existing And New Entities May Adversely Affect Our Revenues
        And
        Profitability.***
 
 We
        compete with other companies, many of whom are developing, or can be expected
        to
        develop, products similar to ours. Some of our competitors are more established
        than we are, and have significantly greater financial, technical, marketing
        and
        other resources than we presently possess. Some of our competitors have greater
        name recognition and a larger customer base. These competitors may be able
        to
        respond more quickly to new or changing opportunities and customer requirements
        and may be able to undertake more extensive promotional activities, offer
        more
        attractive terms to customers, and adopt more aggressive pricing policies.
        We
        intend to create greater brand awareness for our brand name so that we can
        successfully compete with our competitors. We cannot assure you that we will
        be
        able to compete effectively with current or future competitors or that the
        competitive pressures we face will not harm our business.
 
 ***We
        Depend On Our Key Management Personnel And The Loss Of Their Services Could
        Adversely Affect Our Business.***
 
 We
        place
        substantial reliance upon the efforts and abilities of our executive officers,
        Jingan Wang, our Chairman and Chief Executive Officer; Sanding Tao our acting
        Chief Financial Officer; Xinwen Hou, Chief Operations Officer and Secretary.
        The
        loss of the services of any of our executive officers could have a material
        adverse effect on our business, operations, revenues or prospects. We do
        not
        maintain key man life insurance on the lives of these individuals.
  
 
 ***We
        May Incur Significant Costs To Ensure Compliance With U.S. Corporate Governance
        And Accounting Requirements.***
 
 We
        may
        incur significant costs associated with our public company reporting
        requirements, costs associated with newly applicable corporate governance
        requirements, including requirements under the Sarbanes-Oxley Act of 2002
        and
        other rules implemented by the Securities and Exchange Commission and the
        NASDAQ
        OTCBB. We expect all of these applicable rules and regulations to increase
        our
        legal and financial compliance costs and to make some activities more
        time-consuming and costly. We also expect that these applicable rules and
        regulations may make it more difficult and more expensive for us to obtain
        director and officer liability insurance and we may be required to accept
        reduced policy limits and coverage or incur substantially higher costs to
        obtain
        the same or similar coverage. As a result, it may be more difficult for us
        to
        attract and retain qualified individuals to serve on our board of directors
        or
        as executive officers. We are currently evaluating and monitoring developments
        with respect to these newly applicable rules, and we cannot predict or estimate
        the amount of additional costs we may incur or the timing of such
        costs.
 
 ***We
        May Have Difficulty Raising Necessary Capital To Fund Operations As A Result
        Of
        Market Price Volatility Of Our Shares Of Common
        Stock.***
 
 If
        our
        business development plans are successful, we may require additional financing
        to continue to develop and exploit existing and new technologies and to expand
        into new markets. The exploitation of our technologies may, therefore, be
        dependent upon our ability to obtain equity financing through debt and equity
        or
        other means. In recent years, the securities markets in the United States
        have
        experienced a high level of price and volume volatility, and the market price
        of
        securities of many companies have experienced wide fluctuations that have
        not
        necessarily been related to the operations, performance, underlying asset
        values
        or prospects of such companies.
 
 17
 For
        these
        reasons, our shares of common stock can also be expected to be subject to
        volatility resulting from purely market forces over which we will have no
        control. Such volatility may make it more difficult to find investors willing
        to
        invest in our common stock, or to negotiate equity financing or terms that
        are
        acceptable to us.
 
 **Risks
        Relating To The People's Republic Of China**
 
 ***There
        Could Be Changes In Government Regulations Towards The Pharmaceutical And
        Health
        Supplement Industries That May Adversely Affect Our
        Business.***
 
 The
        manufacture and sale of pharmaceutical products in the PRC is heavily regulated
        by many state, provincial and local authorities. These regulations significantly
        increase the difficulty and costs involved in obtaining and maintaining
        regulatory approvals for marketing new and existing products. Our future
        growth
        and profitability depend to a large extent on our ability to obtain regulatory
        approvals. The State Food and Drug Administration of China recently implemented
        new guidelines for licensing of pharmaceutical products. All existing
        manufacturers with licenses, which are currently valid under the previous
        guidelines, are required to apply for the Good Manufacturing Practices ("GMP")
        certifications, and we receive approvals in January 2005. We have received
        our
        certifications. However, should we fail to maintain the GMP certifications
        under
        the new guidelines in the future; our businesses would be materially and
        adversely affected. Moreover, the laws and regulations regarding acquisitions
        of
        the pharmaceutical industry in the PRC may also change and may significantly
        impact our ability to grow through acquisitions.
 
 ***Currency
        Conversion And Exchange Rate Volatility Could Adversely Affect Our Financial
        Condition.***
 
 The
        PRC
        government imposes control over the conversion of Renminbi into foreign
        currencies. Under the current unified floating exchange rate system, the
        People's Bank of China publishes an exchange rate, which we refer to as the
        People's Bank of China exchange rate, based on the previous day's dealings
        in
        the inter-bank foreign exchange market. Financial institutions authorized
        to
        deal in foreign currency may enter into foreign exchange transactions at
        exchange rates within an authorized range above or below the People's Bank
        of
        China exchange rate according to market conditions. Pursuant to the Foreign
        Exchange Control Regulations of the PRC issued by the State Council which
        came
        into effect on April 1, 1996, and the Regulations on the Administration of
        Foreign Exchange Settlement, Sale and Payment of the PRC which came into
        effect
        on July 1, 1996, regarding foreign exchange control, conversion of Renminbi
        into
        foreign exchange by Foreign Investment Enterprises, for use on current account
        items, including the distribution of dividends and profits to foreign investors,
        is permissible. Foreign Investment Enterprises are permitted to convert their
        after-tax dividends and profits to foreign exchange and remit such foreign
        exchange to their foreign exchange bank accounts in the PRC. Conversion of
        Renminbi into foreign currencies for capital account items, including direct
        investment, loans, and security investment, is still under certain restrictions.
        On January 14, 1997, the State Council amended the Foreign Exchange Control
        Regulations and added, among other things, an important provision, which
        provides that the PRC government shall not impose restrictions on recurring
        international payments and transfers under current account items.
  
  Enterprises
        in the PRC (including Foreign Investment Enterprises) which require foreign
        exchange for transactions relating to current account items, may, without
        approval of the State Administration of Foreign Exchange, or SAFE, effect
        payment from their foreign exchange account or convert and pay at the designated
        foreign exchange banks by providing valid receipts and proofs.
 
 ***Most
        Of Our Assets Are Located In China, Any Dividends Of Proceeds From Liquidation
        Is Subject To The Approval Of The Relevant Chinese Government
        Agencies.***
 
 Our
        assets are predominantly located inside China. Under the laws governing foreign
        invested enterprises in China, dividend distribution and liquidation are
        allowed
        but subject to special procedures under the relevant laws and rules. Any
        dividend payment will be subject to the decision of the board of directors
        and
        subject to foreign exchange rules governing such repatriation. Any liquidation
        is subject to both the relevant government agency's approval and supervision
        as
        well the foreign exchange control. This may generate additional risk for
        our
        investors in case of dividend payment and liquidation.
 
 ***China’s
        economic policies could affect our business.***
 
 Substantially
        all of our assets are located in China and substantially all of our revenue
        is
        derived from our operations in China. Accordingly, our results of operations
        and
        prospects are subject, to a significant extent, to the economic, political
        and
        legal developments in China.
 
 18
 While
        China's economy has experienced a significant growth in the past twenty years,
        growth has been irregular, both geographically and among various sectors
        of the
        economy. The Chinese government has implemented various measures to encourage
        economic growth and guide the allocation of resources. Some of these measures
        benefit the overall economy of China, but may also have a negative effect
        on us.
        For example, our operating results and financial condition may be adversely
        affected by the government control over capital investments or changes in
        tax
        regulations.
 
 The
        economy of China has been transitioning from a planned economy to a more
        market-oriented economy. In recent years the Chinese government has implemented
        measures emphasizing the utilization of market forces for economic reform
        and
        the reduction of state ownership of productive assets and the establishment
        of
        corporate governance in business enterprises; however, a substantial portion
        of
        productive assets in China are still owned by the Chinese government. In
        addition, the Chinese government continues to play a significant role in
        regulating industry development by imposing industrial policies. It also
        exercises significant control over China's economic growth through the
        allocation of resources, controlling payment of foreign currency-denominated
        obligations, setting monetary policy and providing preferential treatment
        to
        particular industries or companies.
 
 ***We
        may face obstacles from the communist system in The People's Republic of
        China.***
 
 Foreign
        companies conducting operations in The People's Republic of China face
        significant political, economic and legal risks. The Communist regime in
        The
        People's Republic of China, including a stifling bureaucracy may hinder Western
        investment.
 
 ***We
        may have difficulty establishing adequate management, legal and financial
        controls in The People's Republic of China.***
 
 The
        People's Republic of China historically has been deficient in Western style
        management and financial reporting concepts and practices, as well as in
        modern
        banking, computer and other control systems. We may have difficulty in hiring
        and retaining a sufficient number of qualified employees to work in The People's
        Republic of China. As a result of these factors, we may experience difficulty
        in
        establishing management, legal and financial controls, collecting financial
        data
        and preparing financial statements, books of account and corporate records
        and
        instituting business practices that meet Western standards.
 
 ***Because
        our assets and operations are located in China, you may have difficulty
        enforcing any civil liabilities against us under the securities and other
        laws
        of the United States or any state.***
 
 We
        are a
        holding company, and all of our assets are located in the Republic of China.
        In
        addition, our directors and officers are non-residents of the United States,
        and
        all or a substantial portion of the assets of these non-residents are located
        outside the United States. As a result, it may be difficult for investors
        to
        effect service of process within the United States upon these non-residents,
        or
        to enforce against them judgments obtained in United States courts, including
        judgments based upon the civil liability provisions of the securities laws
        of
        the United States or any state.
  
 There
        is
        uncertainty as to whether courts of the Republic of China would
        enforce:
 
 l
              Judgments
                  of United States courts obtained against us or these non-residents
                  based
                  on the civil liability provisions of the securities laws of the
                  United
                  States or any state; or
 
 l
              In
                  original actions brought in the Republic of China, liabilities
                  against us
                  or non-residents predicated upon the securities laws of the United
                  States
                  or any state. Enforcement of a foreign judgment in the Republic
                  of China
                  also may be limited or otherwise affected by applicable bankruptcy,
                  insolvency, liquidation, arrangement, moratorium or similar laws
                  relating
                  to or affecting creditors' rights generally and will be subject
                  to a
                  statutory limitation of time within which proceedings may be
                  brought.
 
 ***The
        PRC legal system embodies uncertainties, which could limit law enforcement
        availability.***
 
 The
        PRC
        legal system is a civil law system based on written statutes. Unlike common
        law
        systems, decided legal cases have little precedence. In 1979, the PRC government
        began to promulgate a comprehensive system of laws and regulations governing
        economic matters in general. The overall effect of legislation over the past
        27
        years has significantly enhanced the protections afforded to various forms
        of
        foreign investment in China. Each of our PRC operating subsidiaries and
        affiliates is subject to PRC laws and regulations. However, these laws and
        regulations change frequently and the interpretation and enforcement involve
        uncertainties. For instance, we may have to resort to administrative and
        court
        proceedings to enforce the legal protection that we are entitled to by law
        or
        contract. However, since PRC administrative and court authorities have
        significant discretion in interpreting statutory and contractual terms, it
        may
        be difficult to evaluate the outcome of administrative court proceedings
        and the
        level of law enforcement that we would receive in more developed legal systems.
        Such uncertainties, including the inability to enforce our contracts, could
        affect our business and operation. In addition, intellectual property rights
        and
        confidentiality protections in China may not be as effective as in the United
        States or other countries. Accordingly, we cannot predict the effect of future
        developments in the PRC legal system, particularly with regard to the industries
        in which we operate, including the promulgation of new laws. This may include
        changes to existing laws or the interpretation or enforcement thereof, or
        the
        preemption of local regulations by national laws. These uncertainties could
        limit the availability of law enforcement, including our ability to enforce
        our
        agreements with the government entities and other foreign
        investors.
 
 19
 **Risks
        Related to Corporate and Stock Matters**
 
 ***The
        limited trading volume in our stock may cause volatility in the market price
        of
        our common stock.***
 
 Our
        common stock is currently traded on a limited basis on the OTCBB under the
        symbol, "HFGB.OB" The quotation of our common stock on the OTCBB does not
        assure that a meaningful, consistent and liquid trading market currently
        exists,
        and in recent years, such market has experienced extreme price and volume
        fluctuations that have particularly affected the market prices of many smaller
        companies like us. Our common stock is thus subject to volatility. In the
        absence of an active trading market:
 
 l
              investors
                  may have difficulty buying and selling or obtaining market
                  quotations;
 
 l
              market
                  visibility for our common stock may be limited;
                  and
 
 l
              a
                  lack of visibility for our common stock may have a depressive effect
                  on
                  the market for our common stock.
 
 ***Our
        stock is a penny stock. Trading of our stock may be restricted by the SEC's
        penny stock regulations which may limit a stockholder's ability to buy and
        sell
        our stock.***
 
 Our
        stock
        is a penny stock. The SEC has adopted Rule 15g-9 which generally defines
        "penny
        stock" to be any equity security that has a market price (as defined) less
        than
        $5.00 per share or an exercise price of less than $5.00 per share, subject
        to
        certain exceptions. Our securities are covered by the penny stock rules,
        which
        impose additional sales practice requirements on broker-dealers who sell
        to
        persons other than established customers and "accredited investors". The
        term
        "accredited investor" refers generally to institutions with assets in excess
        of
        $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
        income exceeding $200,000 or $300,000 jointly with their spouse. The penny
        stock
        rules require a broker-dealer, prior to a transaction in a penny stock not
        otherwise exempt from the rules, to deliver a standardized risk disclosure
        document in a form prepared by the SEC which provides information about penny
        stocks and the nature and level of risks in the penny stock market. The
        broker-dealer also must provide the customer with current bid and offer
        quotations for the penny stock, the compensation of the broker-dealer and
        its
        salesperson in the transaction and monthly account statements showing the
        market
        value of each penny stock held in the customer's account. The bid and offer
        quotations, and the broker-dealer and salesperson compensation information,
        must
        be given to the customer orally or in writing prior to effecting the transaction
        and must be given to the customer in writing before or with the customer's
        confirmation. In addition, the penny stock rules require that prior to a
        transaction in a penny stock not otherwise exempt from these rules, the
        broker-dealer must make a special written determination that the penny stock
        is
        a suitable investment for the purchaser and receive the purchaser's written
        agreement to the transaction. These disclosure requirements may have the
        effect
        of reducing the level of trading activity in the secondary market for the
        stock
        that is subject to these penny stock rules. Consequently, these penny stock
        rules may affect the ability of broker-dealers to trade our securities. We
        believe that the penny stock rules discourage investor interest in and limit
        the
        marketability of our common stock.
   ***NASD
        sales practice requirements may also limit a stockholder's ability to buy
        and
        sell our stock.***
 
 Section
        15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2
        promulgated thereunder by the SEC require broker-dealers dealing in penny
        stocks
        to provide potential investors with a document disclosing the risks of penny
        stocks and to obtain a manually signed and dated written receipt of the document
        before effecting any transaction in a penny stock for the investor's
        account.
 
 Potential
        investors in our common stock are urged to obtain and read such disclosure
        carefully before purchasing any shares that are deemed to be "penny stock."
        Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the
        account of any investor for transactions in such stocks before selling any
        penny
        stock to that investor. This procedure requires the broker-dealer to (i)
        obtain
        from the investor information concerning his or her financial situation,
        investment experience and investment objectives; (ii)reasonably determine,
        based
        on that information, that transactions in penny stocks are suitable for the
        investor and that the investor has sufficient knowledge and experience as
        to be
        reasonably capable of evaluating the risks of penny stock transactions; (iii)
        provide the investor with a written statement setting forth the basis on
        which
        the broker-dealer made the determination in (ii) above; and (iv) receive
        a
        signed and dated copy of such statement from the investor, confirming that
        it
        accurately reflects the investor's financial situation, investment experience
        and investment objectives. Compliance with these requirements may make it
        more
        difficult for holders of our common stock to resell their shares to third
        parties or to otherwise dispose of them in the market or otherwise.
 
 20
 ***Shares
        eligible for future sale may adversely affect the market price of our Common
        stock, as the future sale of a substantial amount of our restricted stock
        in the
        public marketplace could reduce the price of our common
        stock.***
 
 From
        time
        to time, certain of our stockholders may be eligible to sell all or some
        of
        their shares of common stock by means of ordinary brokerage transactions
        in the
        open market pursuant to Rule 144, promulgated under the Securities Act ("Rule
        144"), subject to certain limitations. In general, pursuant to Rule 144,
        a
        stockholder (or stockholders whose shares are aggregated) who has satisfied
        a
        one-year holding period may, under certain circumstances, sell within any
        three-month period a number of securities which does not exceed the greater
        of
        1% of the then outstanding shares of common stock or the average weekly trading
        -volume of the class during the four calendar weeks prior to such sale. Rule
        144
        also permits, under certain circumstances, the sale of securities, without
        any
        limitations, by a non-affiliate of our company that has satisfied a two-year
        holding period. Any substantial sale of common stock pursuant to Rule 144
        or
        pursuant to any resale prospectus may have an adverse effect on the market
        price
        of our securities.
  If
        we or
        our independent registered public accountants cannot attest our adequacy
        in the
        internal control measures over our financial reporting, as required by Section
        404 of the U.S. Sarbanes-Oxley Act, for the fiscal year ended December 31,
        2007,
        we may be adversely affected.
 
 As
        a
        public company, we are subject to report our internal control structure and
        procedures for financial reporting in our annual reports on Form 10-K, as
        a
        requirement of Section 404 of the U.S. Sarbanes-Oxley Act of 2002 by the
        U.S.
        Securities and Exchange Commission (the "SEC"). The report must contain an
        assessment by management about the effectiveness of our internal controls
        over
        financial reporting. Moreover, the independent registered public accountants
        of
        our Company must attest to and report on management's assessment of the same.
        Even if our management attests to our internal control measures to be effective,
        our independent registered public accountants may not be satisfied with our
        internal control structure and procedures. We cannot guarantee the outcome
        of
        the report and it could result in an adverse impact on us in the financial
        marketplace due to the loss of investor confidence in the reliability of
        our
        financial statements, which could negative influence to our stock market
        price.




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





None





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





None.




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





None





**Item
      5. Other Information:**





None




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





(a)
      Exhibits





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


21





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 authori zed
      this
      20th day of
      May,
      2008.





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




22