**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**First
      Amended**


**Form
      10-Q/A**





(Mark
      One)





x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





**For
      the quarterly period ended July 31, 2006**





o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934





For
      the
      transition period from _______________ to _______________.








**Commission
      file number:** **O-24512**





**RENHUANG
      PHARMACEUTICALS, INC.**


(Exact
      name of registrant as specified in its charter)





**Nevada**
              (State
                or other jurisdiction of
              incorporation
                or organization)
            **88-1273503**
              (I.R.S.
                Employer
              Identification
                No.)**No.
                281, Taiping Road, Taiping District,**
              **Harbin,
                Heilongjiang Province, 150050, P. R. China**
              (Address
                of principal executive offices)





**Registrant's
      telephone number, including area code   
86-451-5762-0378**





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x    No
o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):




Large
                accelerated filer o
            Accelerated
                filer o
            Non-accelerated
                filer x




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





**Applicable
      only to issuers involved in bankruptcy proceedings during the preceding five
      years:**





Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distribution of securities under a plan confirmed
      by a
      court. Yes oNo
o










**Applicable
      only to corporate issuers:**





Indicate
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date. As of September 13, 2006, there were
      34,999,601 shares of common stock, par value $0.001, issued and
      outstanding .





2




**Renhuang
      Pharmaceuticals, Inc.**





**TABLE
      OF CONTENTS**





PART
      I




ITEM
                1
            FINANCIAL
                STATEMENTS
            1ITEM
                2
            MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                OPERATIONS
            13ITEM
                3
            QUANTITATIVE
                AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            14ITEM
                4
            CONTROLS
                AND PROCEDURES
            14




**PART
      II**




ITEM
                1
            LEGAL
                PROCEEDINGS
            15ITEM
                1A
            RISK
                FACTORS
            15ITEM
                2
            UNREGISTERED
                SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
            15ITEM
                3
            DEFAULTS
                UPON SENIOR SECURITIES
            15ITEM
                4
            SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY HOLDERS
            15ITEM
                5
            OTHER
                INFORMATION
            15ITEM
                6
            EXHIBITS
            17













**PART
      I** **- FINANCIAL INFORMATION**





Renhuang
      Pharmaceuticals, Inc. has
      restated its Quarterly Report on Form 10-Q. This Quarterly Report is for the
      quarter ended July 31, 2006, and was originally filed with the Commission on
      Form 10-QSB on September 18, 2006. The purpose of this amendment is to correctly
      file this Quarterly Report on Form 10-Q rather than as a 10-QSB, since, under
      Reg. § 228.10 of Regulation S-B, a reporting company that is not a small
      business company must meet the definition of a small business issuer at the
      end
      of two consecutive fiscal years before it will be considered a small business
      issuer for purposes of using Form 10-QSB. We have not met the definition of
      a
      small business issuer at the end of two consecutive fiscal years because we
      have
      not had revenues of less than $25,000,000 at the end of two consecutive fiscal
      years. Consequently, we must file this Annual Report on Form 10-Q rather than
      on
      Form 10-QSB. References throughout this Quarterly Report are accurate as of
      the
      date originally filed. We have not undertaken to update all of the information
      in this Quarterly Report, but instead have only (i) added the additional Item
      numbers and information required for a non-small business issuer filing a
      Quarterly Report on Form 10-Q; (ii) revised the Unaudited Proforma Condensed
      Consolidated Statement of Income contained in Note 7 to the financial statements
      in order to reduce our revenue and selling expenses as the commission/rebate
      expenses should be net off against the revenue, rather than being reported
      as
      selling expenses and included in the revenue respectively; and (ii) changed
      the
      voice throughout this Quarterly Report from third-person to first-person. Please
      read all of our filings with the Commission in conjunction with this Quarterly
      Report.





This
      Quarterly Report includes forward-looking statements within the meaning of
      the
      Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based
      on management's beliefs and assumptions, and on information currently available
      to management. Forward-looking statements include the information concerning
      possible or assumed future results of operations of the Company set forth under
      the heading “Management's Discussion and Analysis of Financial Condition or Plan
      of Operation.” Forward-looking statements also include statements in which words
      such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,”
“consider” or similar expressions are used.





Forward-looking
      statements are not guarantees of future performance. They involve risks,
      uncertainties and assumptions. The Company's future results and shareholder
      values may differ materially from those expressed in these forward-looking
      statements. Readers are cautioned not to put undue reliance on any
      forward-looking statements.




ITEM
      1  **Financial
      Statements**




1




**Balance
      Sheet**


**RENHUANG
      PHARMACEUTICALS, INC**





**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**(Unaudited)**





**July
                31,**
            
            **April
                30,****2006**
            
            **2006****ASSETS**Current
                assets:Cash
                and cash equivalents
            
            $
            —
            
            $
            —Totals
            
            $
            —
            
            $
            —**LIABILITIES
                AND STOCKHOLDERS' DEFICIENCY**Current
                liabilities:Advance
                from stockholders
            
            
            —
            
            
            —Total
                liabilities
            
            
            —
            
            
            —Commitments
                and contingenciesStockholders'
                deficiency:Preferred
                stock - no par value; 2,500,000 sharesauthorized;
                none issued or outstanding
            
            
            —
            
            
            —Common
                stock - $.001 par value; 100,000,000 sharesauthorized;
                13,355,181 shares issued and outstanding
            
            
            13,355
            
            
            13,355Additional
                paid-in capital
            
            
            17,375,011
            
            
            17,375,011Deficit
                accumulated during the development stage
            
            
            (17,388,366
            )
            
            (17,388,366
            )Total
                stockholders' deficiency
            
            
            0.00
            
            
            0.00Totals
            
            $
            —
            
            $
            —







SEE
      ACCOMPANYING NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
      STATEMENTS





2
 **RENHUANG
        PHARMACEUTICALS, INC**





**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


(Unaudited)





Three
                Months EndedJuly
                31, 2006Operating
                expenses:General
                and administrative
            
            $
            0.00Totals
            
            
            0.00Net
                loss
            
            $
            0.00Net
                loss per share
            
            $
            0.00Weighted-average
                common sharesoutstanding
                - basic
            
            
            0.00











SEE
      ACCOMPANYING NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
      STATEMENTS





3


**RENHUANG
      PHARMACEUTICALS, INC**




**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**THREE
      MONTHS ENDED JULY 31, 2006**





Three
                MonthsEndedJuly
                31, 2006Operating
                activities:Net
                loss
            
            $
            0.00Net
                cash used in operating activitiesFinancing
                activities:Net proceeds from issuance of common stock
            
            
            0.00Advances
                from stockholders
            
            
            0.00Net
                cash provided by financing activities
            
            
            0.00Net
                decrease in cash and cash equivalents
            
            
            0.00Cash
                and cash equivalents, beginning of period
            
            
            0.00Cash
                and cash equivalents, end of period
            
            $
            0.00







SEE
      ACCOMPANYING NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
      STATEMENTS





4


**RENHUANG
      PHARMACEUTICALS, INC.**


**(A
      Nevada Corporation)**


**Condensed
      Notes to Unaudited Financial Statements**


**July
      31, 2006**





**NOTE
      1.**  **BUSINESS
      DESCRIPTION**





Renhuang
      Pharmaceuticals, Inc., (“Renhuang”) or the ("Company") was incorporated in the
      State of Nevada on August 18, 1988 as Solutions, Incorporated. Since that time,
      we have undergone a series of name changes as follows: Suarro Communications,
      Inc., e-Net Corporation, e-Net Financial Corp., e-Net.Com Corporation, e-Net
      Financial.Com Corporation, Anza Capital, Inc. and finally on July 28, 2006
      we
      changed our name to Renhuang Pharmaceuticals, Inc.





On
      March
      3, 2006 the Company discontinued its operations as disclosed in our Current
      Report 8 K/A dated and filed with the Commission on March 15, 2006, incorporated
      herein by reference.





On
      September 7, 2006 the Company acquired Harbin Renhuang Pharmaceutical Company
      Limited, a Corporation incorporated under the laws of the British Virgin Island
      on January 18, 2006, (“BVI”) including its 100% owned and only subsidiary,
      Harbin Renhuang Pharmaceutical Co. Ltd., incorporated under the laws of the
      Peoples Republic of China on February 15, 2006 (“Renhuang China”) in
      exchange for issuing 29,750,000 shares of the Company's common stock, par value
      $0.001 per share (the "Common Stock'') to the BVI's stockholders, representing
      85% of the Company's capital stock on a fully diluted basis after taking into
      account the contemplated transaction. This transaction is referred to throughout
      this report as the “Merger”.





Upon
      closing of the Merger, BVI became a wholly owned subsidiary of the Company.
      After giving effect to the Merger, the Company has 34,999,601shares issued
      and
      outstanding and the former stockholders of BVI own approximately 85% of the
      issued and outstanding Common Stock of the Company. Accordingly, the Merger
      represents a change in control of the Company.





Shares
      of
      the Company's Common Stock are trading on the NASD-Over the Counter (OTC)
      Bulletin Board Market under the symbol RHGP.





For
      accounting purposes, the Merger has been accounted for as a reverse acquisition
      with the shell as the accounting acquiree and Renhuang China as the accounting
      acquirer. Upon effectiveness of the Merger, Renhuang China's business plan
      became the business plan of the Company.





The
      Merger agreement was filed as Exhibit 10.1 to the Company's Current Report
      on
      Form 8-K filed with the Securities and Exchange Commission on August 29, 2006
      and is incorporated herein by reference. The foregoing description of the Merger
      and the transactions contemplated thereby do not purport to be complete and
      are
      qualified in their entireties to the Merger agreement.





On
      August
      31, 2006, the Company's Board of Directors approved the Merger.





Unless
      otherwise provided in this current report, all references in this current report
      to “we”, “us”, “our company”, “our”, or the “Company” refer to the combined
      Renhuang Pharmaceuticals, Inc. entity.




5




**NOTE
      2.**  **BASIS
      OF PRESENTATION:**





The
      accompanying unaudited condensed financial statements have been prepared in
      accordance with accounting principles generally accepted in the United States
      of
      America, (“US GAAP”), pursuant to the rules and regulations of the Securities
      and Exchange Commission, (the “Commission”) for interim financial information.
      Accordingly, the financial statements do not include all information and
      footnotes required by US GAAP for complete annual financial statements. In
      the
      opinion of management, the accompanying unaudited condensed financial statements
      reflect all adjustments, consisting of only normal recurring adjustments,
      considered necessary for a fair presentation. Interim operating results are
      not
      necessarily indicative of results that may be expected for the fiscal year
      ending April 30, 2007 or for any subsequent period. These statements should
      be
      read in conjunction with the audited financial statements for  Renhuang
      Pharmaceuticals, Inc. and the notes thereto for the year ended April 30, 2006
      included in Form 10-KSB filed with the Commission on August 15, 2006,
      incorporated herein by reference.





**NOTE
      3.**  **LIQUIDITY
      AND CAPITAL RESOURCES**





The
      Company reported zero revenue for the three months ended July 31, 2006. However,
      after discontinuing our operations on March 8, 2006, as reported elsewhere
      in
      this Current Report, and in our Current 8 K/A Report filed with the Commission
      on March 8, 2006, incorporated herein by reference, the Company has as of
      September 7, 2006 finalized its acquisition of Renhuang China and the Company
      believes its internal generated cash flow will be sufficient for the next twelve
      months. For the three months ended July 31, 2006, our acquired subsidiary
      generated $5,919,510 in revenue and a net profit of $2,622,015.





**NOTE
      4.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





**Use
      of estimates**





The
      preparation of financial statements in conformity with US GAAP requires
      management to make estimates and assumptions that affect reported amounts of
      assets and liabilities as of the date of the balance sheet and reported amounts
      of expenses for the periods presented. Accordingly, actual results could differ
      from those estimates.





**Net
      profit per share**





The
      Company reported zero revenue for the three months ended July 31, 2006. However,
      our subsidiary, Renhuang China, acquired on September 7, 2006 as referred to
      elsewhere in this Current Report, and in our 8 K Current Report dated September
      11, 2006, incorporated herein by reference, generated a net profit of $2,622,015
      for the same period, which equals $0.0749 per share on a pro forma basis based
      upon the Company's actual issued and outstanding shares of 34,999,601 as of
      the
      date of the filing of this Current Report.





**Principles
      of consolidation**





The
      accompanying Consolidated Financial Statements include the accounts of Renhuang
      Pharmaceuticals, Inc. only.




6




**NOTE
      5.**  **BASIS
      OF PRESENTATION:**





The
      accompanying unaudited interim financial statements reflect all adjustments
      of a
      normal and recurring nature which are, in the opinion of management, necessary
      to present fairly the financial position, results of operations and cash flows
      of the Company for the interim period presented. The results of operations
      for
      this period are not necessarily comparable to, or indicative of, results of
      any
      other interim period or for the fiscal year taken as a whole.





**NOTE
      6.**  **RECENT
      PRONOUNCEMENT**





None.





**NOTE
      7.**  **SUBSEQUENT
      EVENT**





**Acquisition
      of Harbin Renhuang Pharmaceutical Co., Ltd. (Renhuang China)** On
      September 7, 2006 the Company acquired Harbin Renhuang Pharmaceutical Company
      Limited, a corporation incorporated under the laws of the British Virgin Island,
      on January 18th , 2006 (the “BVI”) including its 100% owned and only subsidiary,
      Harbin Renhuang Pharmaceutical Co. Ltd., incorporated under the laws of the
      Peoples Republic of China on February 15, 2006 (“Renhuang China”) in
      exchange for issuing 29,750,000 shares of the Company's common stock, par value
      $0.001 per share (the ``Common Stock'') to BVI's stockholders, representing
      85%
      of the Company's capital stock on a fully diluted basis after taking into
      account the contemplated transaction. Upon effectiveness of the Merger, Renhuang
      China's business plan became the business plan of the Company.





Upon
      closing, BVI became a wholly owned subsidiary of the Company and the former
      stockholders of BVI own approximately 85% of the issued and outstanding Common
      Stock of the Company.





For
      accounting purposes, the Merger has been accounted for as a reverse acquisition
      with the shell as the accounting acquiree and Renhuang China as the accounting
      acquirer.





The
      Merger agreement was filed as Exhibit 10.1 to the Company's Current Report
      on
      Form 8-K filed with the Commission on August 29, 2006 and is incorporated herein
      by reference. The foregoing description of the Merger and the transactions
      contemplated thereby do not purport to be complete and are qualified in their
      entireties to the Merger agreement.




**PRO
      FORMA**


**CONDENSED
      CONSOLIDATED FINANCIAL STATEMENTS**


**FOR
      RENHUANG PHARMACEUTICALS, INC.**


**INCORPORATED
      UNDER THE LAWS OF NEVADA**





**AS
      OF JULY 31, 2006**





The
      following un-audited pro forma condensed consolidated financial statements
      combine the historical balance sheets of Harbin Renhuang Pharmaceutical Co.,
      Ltd., incorporated in the People's Republic of China, (“Renhuang China”) with
      the historical balance sheet of Renhuang Pharmaceuticals, Inc., (“Renhuang”) at
      July 31, 2006, and their respective income statements for the three months
      ended
      July 31, 2006, giving effect to the reverse merger between Renhuang China and
      Renhuang as if the merger had taken place on November 1, 2003.




7




Because
      Renhuang China's owners as a group retained or received the larger portion
      of
      the voting rights in the combined entity and Renhuang China's senior management
      represents a majority of the senior management of the combined entity, Renhuang
      China was considered the acquirer for accounting purposes and we will account
      for the exchange transaction as a re-capitalization of Renhuang
China.





We
      provide the following information to aid you in your analysis of the financial
      aspects of the reverse merger, referred to elsewhere in this Current 8 K Report
      as the Merger. We derived this information for Renhuang from its unaudited
      financial statements for the period ended July 31, 2006. We derived this
      information for Renhuang China from its unaudited but reviewed financial
      statements for the three months ended July 31, 2006.





The
      unaudited pro forma condensed consolidated financial statements should be read
      in conjunction with the separate historical financial statements of Renhuang
      China, appearing elsewhere herein, and the historical financial statements
      of
      Renhuang, as filed and included in our Current Form 10-KSB for the annual
      periods ended April 30, 2006.





The
      fiscal year end of Renhuang China and Renhuang is October 31 and April 30,
      respectively.





The
      un-audited pro forma condensed consolidated financial information is for
      illustrative purposes only. The companies may have performed differently had
      they always been combined. You should not rely on the pro forma condensed
      consolidated financial information as being indicative of the historical results
      that would have been achieved had the companies always been combined or the
      future results that the combined company will experience after the
      Merger.




**RENHUANG
      PHARMACEUTICALS, INC.**


**UNAUDITED
      PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET**


**AS
      OF JULY 31, 2006 (In USD)**





**July
                31, 2006****Pro
                Forma****Pro
                Forma**
            
            **Consolidated****Renhuang
                China**
            
            **Renhuang**
            
            **Adjustments**
            
            **Balance****(a)**
            
            **(b)**
            
            **(c)**


**ASSETS****CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            2,227,048
            
            
            
            
            
            
            
            $
            2,227,048Trade
                receivables, net of provisions
            
            
            3,774,835
            
            
            
            
            
            
            
            
            3,774,835Inventory
            
            
            1,433,249
            
            
            
            
            
            
            
            
            14,33,249Other
                receivable, not of provisions
            
            
            39,011
            
            
            
            
            
            
            
            
            39,011TOTAL
                CURRENT ASSETS
            
            
            7,474,143
            
            
            
            
            
            
            
            
            7,474,143**PROPERTY,
                PLANT AND EQUIPMENT, NET**
            
            
            2,614,751
            
            
            
            
            
            
            
            
            2,614,751**TOTAL
                ASSETS**
            
            $
            10,088,894
            
            $
            —
            
            
            
            
            $
            10,088,894




8




**July
                  31, 2006****Pro
                  Forma****Pro
                  Forma**
              
              **Consolidated****Renhuang
                  China**
              
              **Renhuang**
              
              **Adjustments**
              
              **Balance****(a)**
              
              **(b)**
              
              **(c)**


**LIABILITIES
                AND SHAREHOLDERS' EQUITY****CURRENT
                LIABILITIES**Accounts
                payable and accruals-
                Due to related parties
            
            
            414,959
            
            
            
            
            
            
            
            
            414,959-
                Due to third parties
            
            
            415,191
            
            
            
            
            
            
            
            
            415,191Other
                payable-
                Due to related parties
            
            
            131,641
            
            
            
            
            
            
            
            
            131,641-
                Due to third parties
            
            
            234,027
            
            
            
            
            
            
            
            
            234,027Dividend
                payableTOTAL
                CURRENT LIABILITIES
            
            
            1,195,868
            
            
            
            
            
            
            
            
            1,195,868**TOTAL
                LIABILITIES**
            
            
            1,195,868
            
            
            —
            
            
            
            
            
            1,195,868**SHAREHOLDERS'
                EQUITY**Common
                stock
            
            
            
            
            
            13,355
            
            
            21,645
            
            
            35,000Additional
                paid-in-capital
            
            
            6,271,008
            
            
            17,375,011
            
            
            (21,645
            )
            
            23,624,374Reserves
            
            
            393,305
            
            
            
            
            
            
            
            
            393,305Retained
                earnings (Deficit)
            
            
            2,228,713
            
            
            
            
            
            
            
            
            2,228,713Accumulated
                other comprehensive income (deficit)
            
            
            
            
            
            (17,388,366
            )
            
            
            
            
            (17,388,366
            )**TOTAL
                SHAREHOLDERS' EQUITY**
            
            
            8,893,026
            
            
            —
            
            
            —
            
            
            8,893,026**TOTAL
                LIABILITIES AND SHAREHOLDERS' EQUITY**
            
            $
            10,088,894
            
            $
            —
            
            $
            —
            
            $
            10,088,894




9


**RENHUANG
      PHARMACEUTICALS, INC.**


**UNAUDITED
      PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT**


**THREE
      MONTHS ENDED JULY 31, 2006 (In USD)**





**Three
                months ended July 31, 2006****Pro
                Forma****Renhuang**
            
            
            
            **Pro
                Forma**
            
            **Consolidated****China**
            
            **Renhuang**
            
            **Adjustments**
            
            **Balance****(a)**
            
            **(b)**
            
            **(c)**SALES
            
            $
            5,413,888
            
            
            
            
            $
            $
            
            $
            5,413,888COST
                OF SALES
            
            
            (2,402,354
            )
            
            
            
            
            
            
            
            (2,402,354
            )GROSS
                PROFIT/(LOSS)
            
            
            3,011,534
            
            
            
            
            
            
            
            
            3,011,534SELLING
                AND DISTRIBUTION EXPENSES
            
            
            (88,010
            )
            
            
            
            
            
            
            
            (88,010
            )GENERAL
                AND ADMINISTRATIVE EXPENSES
            
            
            (306,489
            )
            
            
            
            
            
            
            
            (306,489
            )INCOME
                FROM OPERATIONS
            
            
            2,617,035
            
            
            —
            
            
            
            
            
            2,617,035FINANCE
                (COSTS) INCOME
            
            
            4,980
            
            
            
            
            
            
            
            
            4,980INCOME
                BEFORE INCOME TAXES
            
            
            2,622,015
            
            
            
            
            
            —
            
            
            2,622,015INCOME
                TAXES
            
            
            —
            
            
            
            
            
            
            
            
            —NET
                INCOME/(LOSS) ATTRIBUTABLE TO SHAREHOLDERS
            
            $
            2,622,015
            
            $
            —
            
            $
            —
            
            $
            2,622,015NET
                INCOME PER SHARE
            
            
            
            
            
            
            
            
            
            
            
            0.0749SHARES
                OUTSTANDING
            
            
            
            
            
            
            
            
            
            
            
            34,999,601





10





**CONDENSED
      NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL
      STATEMENTS**





**NOTE
      1 - REVERSE MERGER**





In
      consideration for 29,750,000 shares of Renhuang, representing 85% of Renhuang's
      total issued and outstanding shares after giving effect to the Merger, Renhuang
      acquired - through a Share Exchange Agreement dated on August 28, 2006 - all
      of
      the issued and outstanding share capital of Harbin Renhuang Pharmaceutical
      Company Limited, incorporated in the British Virgin Island, (“BVI”), whose only
      assets are the total and issued outstanding shares of Renhuang China as further
      described in our current Form 8K dated and filed with the Securities and
      Exchange Commission on August 29, 2006, incorporated herein by
      reference.





**NOTE
      2 - PRO FORMA ADJUSTMENTS**





Balance
      Sheets - as of July 31, 2006





(a) Derived
      from the balance sheets of Renhuang China as of July 31, 2006





(b) Derived
      from the balance sheet of Renhuang as of July, 31, 2006





(c) Adjustments
      relating to the share exchange agreement and the acquisition of Renhuang China
      by Renhuang, including :





A.
            To
                adjust for the exchange of Renhuang China shares for 29.75 million
                newly
                issued shares of Renhuang





B.
            After
                the reverse merger, the Company has 34,999,601 shares common stock
                outstanding ($35,000 par value), allocated as
                follows:





· 29,750,000
      shares issued to former owners of Renhuang China





· 445,240
      retained by former owners of Renhuang





· 4,804,361
      shares issued to Viking Investments as investment banking fees





Statement
      of Income - For the three months ended July 31, 2006





(a)
            Derived
                from the statement of income of Renhuang China for the three months
                ended
                July 31, 2006





(b)
            Derived
                from the statement of income of Renhuang for the three months ended
                July
                31, 2006




11




**NOTE
      3 - REVISIONS TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
      STATEMENTS**





These
      unaudited pro forma condensed consolidated financial statements have been
      revised in order to reduce our revenue and selling expenses due to the fact
      that
      the commission/rebate expenses should be net off against the revenue, rather
      than being reported as selling expenses and included in the revenue
      respectively.





As
      a
      result the sales, gross profit (loss), and selling and distribution expenses
      originally reported in these pro forma financial statements for the three months
      ended July 31, 2006 have been revised as follows:





**As
                Revised**
            
            **As
                Originally Reported****Pro
                Forma**
            
            
            
            **Pro
                Forma****Renhuang**
            
            **Consolidated**
            
            **Renhuang**
            
            **Consolidated****China**
            
            **Balance**
            
            **China**
            
            **Balance**Sales
            
            $
            5,413,888
            
            $
            5,413,888
            
            $
            5,919,510
            
            $
            5,919,510Gross
                Profit/(Loss)
            
            
            3,011,534
            
            
            3,011,534
            
            
            3,517,156
            
            
            3,517,156Selling
                and Distribution Expenses
            
            
            (88,010
            )
            
            (88,010
            )
            
            (593,632
            )
            
            (593,632
            )





12




**ITEM
      2**  **Managements
      Discussion and Analysis of Financial Conditi** **on
      and Results of Operations.**





**Overview**





The
      following discussion of the financial condition and results of operation of
      Renhuang Pharmaceuticals, Inc. should be read in conjunction with the financial
      statements and the notes to those statements included in this Quarterly Report
      on Form 10-Q. This discussion includes forward-looking statements that involve
      risk and uncertainties. As a result of many factors, actual results may
      differ materially from those anticipated in the forward-looking
      statements.




On
      September 7, 2006, we acquired 100% of the issued and outstanding shares of
      Harbin Renhuang Pharmaceutical Company Limited, a corporation incorporated
      under
      the laws of the British Virgin Island, (“BVI”), whose only asset was its
      wholly-owned subsidiary, Harbin Renhuang Pharmaceutical Co. Ltd., incorporated
      under the laws of the Peoples Republic of China (“Renhuang China”), which mainly
      focused on the research, production and sales of traditional Chinese and Western
      medical and bio-pharmaceutical products in China. This transaction is referred
      to throughout this report as the “Merger.”





On
      May 1,
      2006, Harbin Renhuang Pharmaceutical Stock Co. Ltd. (“Old Renhuang”) transferred
      the majority of its operating assets, except buildings, account receivables,
      inventories and other assets with zero or insignificant value to Renhuang China.
      The principal business activities of Renhuang China remained unchanged. On
      March
      3, 2006, Renhuang Medicine for Animals Co. Ltd., a company controlled by Mr.
      Li
      Shaoming, invested 25 million RMB (approximately US $3.3 million) in cash in
      Renhuang China.





The
      products are distributed through more than 60 sales offices with more than
      2,000
      commission-based sales people. Upon the effectiveness of the Merger, we adopted
      the business of Renhuang China, which we intend to continue as our sole line
      of
      business.





Upon
      closing of the Merger, BVI and Renhuang China became our wholly-owned
      subsidiary. The former stockholders of BVI currently own approximately 85%
      of
      our issued and outstanding common stock.





Since
      we
      intend to operate our sole line of business through Renhuang China,
      the analysis of the pro forma financial statements for the quarterly
      period ended July 31, 2006 is from the operations of Renhuang
      China.





**Reverse
      Merger**





Our
      acquisition of BVI and its wholly-owned subsidiary, Renhuang China, was
      accounted for as a reverse merger, because, after giving effect to the
      share exchanges, the former stockholders of BVI hold a majority of our
      outstanding common stock on a voting and fully diluted basis. As a result of
      the
      share exchanges, Renhuang China was deemed to be the acquirer for accounting
      purposes. Accordingly, the financial statements presented are those of Renhuang
      China for all periods prior to our acquisition of BVI on September 7, 2006,
      and
      the financial statements of the consolidated companies from the acquisition
      date
      forward .





**Results
      of Operations**





We
      did
      not conduct operations during the quarter ended July 31, 2006. Our plan of
      operation for the year ending April 30, 2007 is to implement Renhuang China’s
      business strategy, which as discussed above involves the research, production
      and sales of traditional Chinese and Western medical and bio-pharmaceutical
      products in China.




13




**Off-Balance
      Sheet Arrangements**





We
      do not
      have any “off-balance sheet arrangements,” as that term is defined by SEC
      regulations.





**ITEM
      3**  **Quantitative
      and Qualitative Disclosures About Market Risk**





Our
      primary financial instruments are cash in banks and money market instruments.
      We
      do not believe that these instruments are subject to material potential
      near-term losses in future earnings from reasonably possible near-term changes
      in market rates or prices. We do not have derivative financial instruments
      for
      speculative or trading purposes. We are not currently exposed to any material
      currency exchange risk.





**ITEM
      4**  **Controls
      and Procedures**





**Evaluation
      of disclosure controls and procedures**





We
      maintain disclosure controls and procedures that are designed to ensure that
      information required to be disclosed in our reports filed pursuant to the
      Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded,
      processed, summarized and reported within the time periods specified in the
      SEC’s rules, regulations and related forms, and that such information is
      accumulated and communicated to our principal executive officer and principal
      financial officer, as appropriate, to allow timely decisions regarding required
      disclosure.





As
      of the
      end of the period covered by this quarterly report, we carried out an
      evaluation, under the supervision and with the participation of our management,
      including our principal executive officer and principal financial officer,
      of
      the effectiveness of the design and operation of our disclosure controls and
      procedures. Based on this evaluation, our principal executive officer and
      principal financial officer concluded that our disclosure controls and
      procedures were effective.





**Changes
      in internal controls**





During
      the quarter ended July 31, 2006, there has been no change in our internal
      control over financial reporting that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial
      reporting.




14




**PART
      II** **- OTHER INFORMATION**





**ITEM
      1**  **Legal
      Proceedings**





We
      are
      not a party to, or threatened by any litigation or procedures.





**ITEM
      1A**  **Risk
      Factors**





There
      are
      no material changes to the risk factors in our most recent First Amended Annual
      Report on Form 10-K/A for the fiscal year ended April 30, 2006.





**ITEM
      2**  **Unregistered
      Sales of Equity Securities and Use of Proceeds**





There
      have been no events that are required to be reported under this
      Item.





**ITEM
      3**  **Defaults
      Upon Senior Securities**





There
      have been no events that are required to be reported under this
      Item.





**ITEM
      4**  **Submission
      of Matters to a Vote of Security Holders**





There
      have been no events that are required to be reported under this
      Item.





**ITEM
      5**  **Other
      Information**





*Harbin
      Renhuang Pharmaceutical, Co., Ltd. (Renhuang China) Merger with Renhuang
      Pharmaceuticals, Inc.*





On
      September 7, 2006, pursuant to the Merger, we acquired BVI, including its
      wholly-owned and only subsidiary. Upon effectiveness of the Merger, our business
      was abandoned and the business plan of Renhuang China was adopted. The
      transaction was therefore accounted for as a reverse acquisition with BVI as
      the
      accounting acquirer and us as the accounting acquiree. On August 31, 2006,
      our
      Board of Directors approved the transaction.





We
      disclosed these events in our Current Report on Form 8-K, filed with the
      Commission on September 11, 2006, incorporating in such filing the audited
      financial statements of Renhuang China for the years ended October 31, 2005
      and
      2004, unaudited financials for the period November 1, 2005 to April 30, 2006,
      and condensed consolidated unaudited pro forma financial statements for the
      years ended October 31, 2005 and 2004.





Our
      unaudited pro forma financial statements for the quarterly
      period ended July 31, 2006 is included under Note 7, Subsequent
      Event, to our financial statements and are incorporated herein by
      reference .





*Departure
      of Directors or Principal Officers; Election of Directors; Appointment of
      Principal Officers*





Effective
      September 12, 2006, our Board of Directors appointed Ms. Edith Kong to our
      Board
      of Directors and as our Chief Financial Officer and Mr. Leo Wang resigned as
      a
      Director and our Chief Financial Officer.




15




Ms.
      Kong,
      has extensive experience in the investment banking and healthcare industry.
      She
      worked for Allegiance Capital in New York, where she was involved in diverse
      Mergers and Acquisition transactions. She also worked for Roberts Mitani
      Partner, a New York based investment bank with life sciences focuses, where
      she
      was responsible for performing valuation and transaction analysis for sell-side
      mandates. She was also engaged in private equity placement for several medical
      devices firms. Before her work in investment banking, Ms. Kong worked as a
      sell-side equity research analyst for Investology Research, which was top-ranked
      as one of the best performing independent research firms by Business Week.
      She
      was responsible for the pharmaceutical sector and covered middle cap firms.
      In
      addition, Ms. Kong has extensive and valuable experience in the biotech sector
      and clinical medicine. She spent years on scientific research in the Human
      Genome Project and M.D. Anderson Cancer Center. Ms. Kong also completed her
      residency training after medical school.





Ms.
      Kong
      has solid education and training in medical, science and business. She received
      a Medical Doctor degree from Hunan Medical University in China. She earned
      a MS
      degree from New Mexico Tech, with a Specialization in Biochemistry. Ms. Kong
      also holds a MBA degree from New York University, Stern School of Business,
      with majors in Finance and Accounting.





*Correction
      of Current Report on Form 8-K Disclosure*





On
      September 11, 2006, we erroneously disclosed in our Current Report on Form
      8-K,
      Item 16, Subsequent Event, that on February 15, 2006, Harbin Renhuang
      Pharmaceutical Co., Ltd. (“New Renhuang”) incorporated in the Peoples
      Republic of China, effective as of May 1, 2006, commenced operations and
      continued the operations unchanged of Renhuang Pharmaceutical Stock Co., Ltd.
      (“Old Renhuang”). The correct disclosure is as follows: Harbin Renhuang
      Pharmaceutical Stock Co. Ltd. was incorporated in 1996 in the Peoples Republic
      of China (“Old Renhuang”). Harbin Renhuang Pharmaceutical Co. Ltd. was
      incorporated in February 2006 in the Peoples Republic of China (“Renhuang
      China”). On March 3, 2006, Renhuang Medicine for Animals, a company controlled
      by Mr. Li Shaoming, invested 25 million RMB ($3.3 million) in cash in Renhuang
      China. On March 3, 2006, Old Renhuang transferred the majority of its operating
      assets, except buildings, and other with zero or insignificant value to Renhuang
      China. The principal business activities of Renhuang China remained
      unchanged.





On
      September 11, 2006, the Company erroneously disclosed in its Current Report
      on
      Form 8-K, under “ **RENHUANG
      PHARMACEUTICALS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
      AS AT APRIL 30, 2006”** that its
      pro forma additional paid-in-capital was US $38,131,193. The correct amount
      is
      US $28,465,271.




16





**ITEM
      6**  **Exhibits**





(a)  Exhibits





3.1
                (1)
            
            Restated
                Articles of Incorporation, as filed with the Nevada Secretary of
                State on
                April 21, 20033.2
                (2)
            
            Amendment
                to Articles of Incorporation, as filed with the Nevada Secretary
                of State
                on July 28, 20063.3
                (1)
            
            Second
                Restated Bylaws31.1
            
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Executive
                Officer31.2
            
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Financial
                Officer32.1
            
            Chief
                Executive Officer Certification Pursuant to 18 USC, Section 1350,
                as
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.32.2
            
            Chief
                Financial Officer Certification Pursuant to 18 USC, Section 1350,
                as
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.





(1)
            Incorporated
                by reference to our Current Report on Form 8-K dated April 21, 2003,
                filed
                with the Commission on April 22,
                2003.





(2)
            Incorporated
                by reference to our First Annual Report on Form 10-K/Afor
                the fiscal year ended April 30, 2006dated February 22, 2007, filed with the Commission on February 22,
                2007.





17


**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.








**Renhuang
                Pharmaceuticals, Inc.**Dated:
                February 27, 2007
            
            /s/ Li
              ShaomingBy:
            Li
                Shaoming
              President
                  and
                Chief
                    Executive Officer Dated:
                February 27, 2007
            
            /s/ Zuoliang
              WangBy:
            Zuoliang
                Wang
              Interim
                  Chief Financial Officer


18