Exhibit 10.1


     

    CONSOLIDATION
      AND REORGANIZATION AGREEMENT

     

    PARTY
      A:
      YANGLING DAIYING BIOTECH & PHARMACEUTICAL GROUP CO., LTD.

     

    Registration
      Place: No. 10 Taicheng South Rd., Yangling Hi-tech Demonstration Zone,
      Shaanxi

     

    PARTY
      B:
      AIBIN CHEN

     

    Number
      of
      ID Card: 430321195801030012

     

    Home
      Address: Yingbin West Rd., Yu Hu District, Xiang Tan City

     

    PARTY
      C:
      ZHUOBIN LI

     

    Number
      of
      ID Card: 430721197702180192

     

    Home
      Address: Chanling Rd, Group 1, Cheng Guan Town, An Xiang County, Hunan
      Province;

     

    Whereas:
      

     

    Party
      A,
      Party B and Party C are shareholders of Hunan Hua Yang Pharmaceutical Co.,
      Ltd.,
      Party A holds 51% of the total shares, Party B and C hold 49% of total shares
      together through Hong Kong Hua Tai Agent Co., Ltd, (including 17% of shares
      holding by Party B and 32% of shares holding by Party C).

     

    Whereas,
      

     

    Party
      A,
      Party B and Zhongyu Lu are shareholders of Hunan Ze An Pharmaceutical Co.,
      Ltd.,
      Party A holds 65% of total shares, Party B holds 20% of total shares and Zhongyu
      Lu holds 15% of total share. On Dec. 5, 2005, Zhongyu Lu sales his 15% of shares
      to Party B and Party B owes 1.2 million RMB to Zhongyu Lu to obtain these
      shares. Zhongyu Lu is no longer shareholder of Hunan Ze An Pharmaceutical Co.,
      Ltd. 

     

    Whereas:
      

     

    Party
      B
      proposed and Party A agreed to pay Zhongyu Lu and Party B agrees to transfer
      this 15% of shares from Zhongyu to Party A. Party A will pay Zhongyu Lu two
      year
      later started from the date of execution of this agreement. 

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

    In
      order
      to optimize the capital and resources and cut down operation cost and management
      cost, with the agreement of shareholders of the two companies, the Parties
      will
      reorganize Hunan Hua Yang Pharmaceutical Co., Ltd. and Hunan Ze An
      Pharmaceutical Co., Ltd. The three parties reached the following terms about
      the
      consolidation: 

     

    	1.  	
            SUPPORTING
              FINANCIALS FOR CONSOLIDATIONS: 

          


     

    The
      terms
      of this consolidation is based on the Balance Sheet ended on December 31, 2005
      of Hunan Hua Yang Pharmaceutical Co., Ltd. and Balance Sheet ended on December
      31, 2005 of Hunan Ze An Pharmaceutical Co., Ltd..

     

    	2.  	
            BENEFICIAL
              OWNERSHIP

          


     

    Base
      on
      previous ownership of this two companies and the financials ended on December
      31
      of 2005, both of the parties agrees the registered capital for the company
      after
      consolidation, Hunan Hua Yang Pharmaceutical Co., Ltd., is 38,670,000 RMB,
      among
      this, Yangling Daiying Biotech & Pharmaceutical Co., Ltd. controls capital
      of 26,043,700 RMB which equals to 67.3486% of total shares of the consolidated
      company; Shareholder, Aibin Chen, controls capital of 7,227,900 RMB which equals
      to 18.6912% of total shares of the consolidated company; Shareholder, Zuobin
      Li,
      controls capital of 5,398,400 RMB which equals to 13.9602% of total shares
      of
      the consolidated company. 

     

    	3.  	
            THE
              COMPANY AFTER THE CONSOLICATION: 

          


     

    Name
      of
      the new company: Hunan Hua Yang Pharmaceutical Co., Ltd.;

     

    English
      Name: Hunan Hua Yang Pharmaceutical Co., Ltd.;

     

    Registration
      Place: An Xiang Industrial Park, Hu Nan Province

     

    	4.  	
            CAPITAL,
              BENEFICIAL OWNERSHIP AND DEBT BEFORE THE
              CONSOLIDATION

          


     

    Both
      parties agree all of the existing capital, beneficial ownership and debt of
      Hunan Ze An Pharmaceutical Co., Ltd. will be taken over by Hunan Hua Yang
      Pharmaceutical Company.

     

    	5.  	
            MANAGEMENT
              STRUCTURE OF THE CONSOLIDATED COMPANY: 

          


     

    The
      new
      company will set up the Board of Directors, including five directors; the
      Chairman will be nominated by Party A. It will also set up Governance Committee
      with three governance officers. Chief Executive Officers and financial officers
      will be appointed by the Board of Directors. The company will owns independent
      accounting department. 

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    	6.  	
            Started
              from the executive date of the agreement, Party A and Party B shall
              co-operate with each other, and assign somebody to do the registration
              for
              Business, Land, Real Estate, Tax, Production Certificates of Medicines,
              Trademark and other registration process with State Food and Drug
              Administration, Intellectual Property Bureau, and any other necessary
              legal processes for consolidation. 

          


     

    	7.  	
            Both
              parties should try to resolve disputes through negotiation after execution
              of the agreement. If the dispute could not be resolved, both parties
              have
              the right to go through the legal process.


          


     

    	8.  	
            Any
              material matters not included in this agreement can be negotiated between
              two parties. 

          


     

    	9.  	
            The
              Agreement is executed in six of counterparts, each party hold two copies
              and the other two copies were back up at the related
              authorities.

          


     

    


     

    Party
      A:
      Yangling Daiying Biotech & Pharmaceutical Group Co., Ltd.

     

    Legal
      Representative: 

     

    Signature:
      

     

    


     

    Party
      B:
      Aibin Chen

     

    Signature:
      

     

    Party
      C:
      Zhuobin Li

     

    Signature:
      

     

    Date:
      December 18, 2006

    
      
         

      

      
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