U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                     FOR THE PERIOD ENDED SEPTEMBER 30, 2004

     / /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: 814-00063

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
              ----------------------------------------------------
              (Exact name of small business issuer in its charter)

           DELAWARE                                              34-20198 9
-------------------------------                              -------------------
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

  c/o Nanjiang Keyuan
  139 Ma Tai Street
  Nanjing
  China
                                                                    210009
----------------------------------------                          ----------
(Address of principal executive offices)                          (Zip Code)


                 REGISTRANT'S TELEPHONE NUMBER: (86) 25 360 8605
                                                ----------------

                            (Former Name and Address)

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. YES /X/ NO / /

There were  23,158,757  shares of the  Company's  common  stock  outstanding  on
November 15, 2004.


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----


PART I - FINANCIAL INFORMATION.................................................2

  ITEM 1. FINANCIAL STATEMENTS.................................................2

  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS...............................................19

PART II - OTHER INFORMATION...................................................26

  ITEM 1. LEGAL PROCEEDINGS...................................................26

  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.........26

  ITEM 3. DEFAULTS UPON SENIOR SECURITIES.....................................27

  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................27

  ITEM 5. OTHER INFORMATION...................................................27

  ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
















                                       1
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.




                                    CONTENTS


PAGE  3     CONDENSED CONSOLIDATED BALANCE SHEET

PAGE  4     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

PAGE  5     CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

PAGE  6     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

PAGE  7-18  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


















                                       2
<PAGE>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                            AS OF SEPTEMBER 30, 2004
                            ------------------------
                                   (UNAUDITED)


                                     ASSETS


CURRENT ASSETS
    Cash and cash equivalents                                       $   321,140
    Accounts receivable, net                                            385,889
    Inventories                                                           2,196
    Patent and development costs                                         13,290
    Advance to suppliers                                                193,626
   Other receivable and prepaid expenses                                 68,237
                                                                    -----------
         Total Current Assets                                           984,378

Property, plant and equipment, net                                       53,481
                                                                    -----------

TOTAL ASSETS                                                        $ 1,037,859
------------                                                        ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
    Accounts payable                                                $    14,498
    Other payables                                                       61,228
    Customer deposits                                                     6,041
    Deferred tax liability                                               71,763
    Other tax payable                                                    99,014
    Due to related parties                                               21,600
    Due to shareholders                                                 321,472
                                                                    -----------
         Total Current Liabilities                                      595,616
                                                                    -----------

COMMITMENTS AND CONTINGENCIES

Minority interest                                                        40,546
                                                                    -----------

SHAREHOLDERS' EQUITY
    Common stock, $0.01 par value, 200,000,000 shares
       authorized;
    Preferred stock, $0.01 par value, 10,000,000 shares
       authorized;  23,158,757 shares issued and outstanding
       as of September 30, 2004                                         231,588
    Additional paid in capital                                          316,496
    Accumulated deficit                                                (146,377)
    Accumulated other comprehensive loss                                    (10)
                                                                    -----------
         Total Shareholders' Equity                                     401,697
                                                                    -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $ 1,037,859
------------------------------------------                          ===========









The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements


                                       3
<PAGE>
<TABLE>
<CAPTION>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSICE (LOSS) INCOME
              FOR THE FOUR AND NINE MONTHS ENDED SEPTEMBER 30, 2004
              -----------------------------------------------------
                                   (UNAUDITED)

                                          For the four     For the nine    For the three     For the nine
                                          months ended     months ended     months ended     months ended
                                         Sept 30, 2004    Sept 30, 2004    Sept 30, 2003    Sept 30, 2003
                                         -------------    -------------    -------------    -------------
                                      (Transition period)
<S>                                      <C>              <C>              <C>              <C>
REVENUE                                  $     335,944    $     519,663    $      34,233    $     348,040
RESEARCH AND DEVELOPMENT COSTS                   9,480           60,015          107,228          269,255
                                         -------------    -------------    -------------    -------------
GROSS PROFIT/(LOSS)                            326,464          459,648          (72,995           78,785)
General And Administrative Expenses             95,628          121,780           11,740           37,355
   Bad Debt                                    538,843          538,843             --               --
                                         -------------    -------------    -------------    -------------
Profit/(Loss) From Operations                 (308,007)        (200,975)         (84,735)          41,430
OTHER INCOME
   Interest income/(expense)                       123              214              (25)              40
   Other income, net                              --                 61             --                 12
                                         -------------    -------------    -------------    -------------
Profit/(Loss) Before Income Taxes             (307,884)        (200,700)         (84,760)          41,482
Income Taxes                                    80,526           45,155           27,971          (13,689)
                                         -------------    -------------    -------------    -------------
Net Profit/(Loss)                             (227,358)        (155,545)         (56,789)          27,793
Minority Interest                               16,349            9,168             --               --
Foreign Currency Translation Gain                 --               --               --               --
                                         -------------    -------------    -------------    -------------
COMPREHENSIVE INCOME/(LOSS)              $    (211,009)   $    (146,377)   $     (56,789)   $      27,793
                                         =============    =============    =============    =============

Weighted average shares outstanding         21,125,843       21,479,673       20,842,779       20,842,779
Basic and diluted

Earning/(loss) per share
Basic and diluted                        $      (0.007)   $      (0.010)   $      (0.002)   $       0.001
                                         =============    =============    =============    =============
</TABLE>
















The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements


                                       4
<PAGE>
<TABLE>
<CAPTION>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                    FOR THE PERIODS ENDED SEPTEMBER 30, 2004


                                                                                       Accumulated
                                                      Additional      Accumulated         other
                              Common Stock              paid-in        earnings       comprehensive
                         Shares          Amount         capital        (Deficit)          Income           Total
                     -------------   -------------   -------------   -------------    -------------    -------------
<S>                  <C>             <C>             <C>             <C>              <C>              <C>
BALANCE AS OF
JANUARY 1, 2004         20,842,779   $     208,428   $      89,656   $        --      $        --      $     298,084

REVERSE MERGER
ADJUSTMENT               2,315,978          23,160         226,840            --               --            250,000

NET LOSS                      --              --              --          (146,377)            --           (146,377)

FOREIGN CURRENCY
TRANSLATION LOSS              --              --              --              --                (10)             (10)
                     -------------   -------------   -------------   -------------    -------------    -------------
BALANCE AS OF
SEPTEMBER 30, 2004      23,158,757   $     231,588   $     316,496   $    (146,377)   $         (10)   $     401,697
                     =============   =============   =============   =============    =============    =============
</TABLE>


















The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements


                                       5
<PAGE>
<TABLE>
<CAPTION>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE FOUR AND NINE MONTHS ENDED SEPTEMBER 30, 2004
                                   (UNAUDITED)


                                                 For the four     For the nine     For the three    For the nine
                                                 months ended     months ended     months ended     months ended
                                                Sept 30, 2004    Sept 30, 2004    Sept 30, 2003    Sept 30, 2003
                                                -------------    -------------    -------------    -------------
                                             (Transition period)
<S>                                             <C>              <C>              <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income/(loss)                               $    (227,358)   $    (155,545)   $     (56,789)   $      27,793

Adjustments to reconcile net loss to net
  cash provided by operating activities:
Depreciation                                            5,344           11,332              995            8,957
Bad debt allowance                                    538,843          538,843             --               --

Changes in operating assets and liabilities :
(Increase)/decrease in:
  Accounts receivable                                (203,456)        (138,186)            --           (120,817)
  Inventories                                            --               (175)            --                347
  Patent and development cost                            --               --            (13,290)         (13,290)
  Other receivable and prepaid expenses               (72,207)        (214,380)         171,655          (34,515)

Increase/(decrease) in:
  Accounts payable                                       --            (43,496)            (483)          57,992
  Other payable                                       136,749           90,953         (172,126)         (78,665)
  Deferred tax liability                              (80,526)         (45,160)         (27,971)          13,689
  Amount due to related party                          21,200           21,600           75,724           98,767
  Customer deposit                                   (128,071)        (128,071)          55,576           38,666
                                                -------------    -------------    -------------    -------------

    Net cash provided by
      operating activities                             (9,482)         (62,285)          33,291           (1,076)
                                                -------------    -------------    -------------    -------------


CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of fixed assets                             (1,873)          (4,841)          (8,346)         (10,007)
  Proceeds from capital contribution                  250,000          300,000             --
                                                -------------    -------------    -------------    -------------

    Net cash used in investing activities             248,127          295,159           (8,346)         (10,007)
                                                -------------    -------------    -------------    -------------


CASH FLOWS FROM FINANCING ACTIVITIES                     --               --               --               --
                                                -------------    -------------    -------------    -------------

NET INCREASE/(DECREASE) IN CASH
  AND CASH EQUIVALENTS                                238,646          232,874           24,945          (11,083)
  Effect of exchange rate changes on cash                   5              (11)            --                 (9)
  Cash and cash equivalents,
     at beginning of period                            82,489           88,277           12,369           48,406
                                                -------------    -------------    -------------    -------------


CASH AND CASH EQUIVALENTS,
  AT END OF PERIOD                              $     321,140    $     321,140    $      37,314    $      37,314
                                                =============    =============    =============    =============
</TABLE>






The  accompanying  notes are an integral  part of these  condensed  consolidated
financial statements


                                       6
<PAGE>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2004


1.   BASIS OF PRESENTATION

     The  unaudited  condensed   consolidated   financial  statements  of  China
     Biopharmaceuticals Holdings, Inc. (the "Company" or "CBH") (formerly Globus
     Growth  Group  Inc.  ("Globus")  have  been  prepared  in  accordance  with
     generally accepted accounting  principles for interim financial information
     and  pursuant to the  requirements  for  reporting  on Form 10-QSB and Item
     310(b)  of  Regulation  S-B.  Accordingly,  they  do not  include  all  the
     information  and  footnotes  required by  accounting  principles  generally
     accepted in United  States of America for  complete  financial  statements.
     However,  such information  reflects all adjustments  (consisting solely of
     normal  recurring  adjustments),  which are, in the opinion of  management,
     necessary for a fair statement of results for the interim periods.  Results
     shown for interim periods are not necessarily  indicative of the results to
     be obtained for a full fiscal year.

     In  the  opinion  of  management,   the  unaudited  condensed  consolidated
     financial  statements  reflect all  adjustments  (which include only normal
     recurring   adjustments)  necessary  to  present  fairly  the  consolidated
     financial  position of the Company as of September 30, 2004, the results of
     operations for the four (transition period) and nine months ended September
     30, 2004.

     No  comparative  figures  have  been  presented  as the  current  operating
     subsidiary,  China  Biopharmaceuticals  Corp.  ("CBC"),  a  British  Virgin
     Islands corporation as the parent, the management company and holder of 90%
     of  the  ownership  interest  in its  only  operating  subsidiary,  Nanjing
     Chemsource  Pharmaceuticals  R&D Co., Ltd.  ("Chemsource")  was acquired on
     august 28 2004.









                                       7
<PAGE>

2.   NATURE OF COMPANY

     CBH was incorporated  under the laws of the State of Delaware in the United
     States.  The  condensed   consolidated  financial  statements  of  CBH  and
     subsidiary  reflect  the  activities  and  financial  transactions  of  its
     subsidiary,  CBC, a British Virgin Islands  corporation as the parent,  the
     management  company and holder of 90% of the ownership interest in its only
     operating  subsidiary and asset,  Chemsource,  a company established in the
     People's Republic of China.

     CBC was a new  subsidiary  currently  acquired  by CBH during  the  current
     quarter.  On August 28, 2004,  the Company  completed a share exchange (the
     "Exchange")  with  the  stockholders  of CBC  pursuant  to the  terms of an
     Agreement for Share Exchange,  dated August 28, 2004. In the Exchange,  the
     Company acquired all of the issued and outstanding stock of CBC in exchange
     for the issuance of 20,842,779  shares of its restricted  common stock, par
     value at $0.01  per  share.  The  Exchange  resulted  in a change of voting
     control of the Company.

     CBC owned 90% interest of Chemsource, a company established in the People's
     Republic of China. From 2001 to 2004,  Chemsource engaged in the discovery,
     development  and   commercialization   of  innovative   drugs  and  related
     bio-pharmaceutical products in China.

     On September 29, 2004, the Company signed a Purchase Agreement under which,
     the   Company   acquired   51%   ownership   interest   in  Suzhou   Hengyi
     Pharmaceuticals  of  Feedstock  Co.,  Ltd  ("Hengyi"),  a  Chinese  company
     specialized   in  research  and   development,   production  and  sales  of
     pharmaceutical  products  as  well  as  chemicals  used  in  pharmaceutical
     products. Total consideration paid by CBH to acquire 51% ownership interest
     in Hengyi is $1,600,000  cash and 1.2 million shares of the common stock of
     the Company.





                                       8
<PAGE>

3.   SUMMARY OF ACCOUNTING POLICIES

     (a)  Economic and Political Risks

     The  Company  faces a number of risks and  challenges  since its assets are
     located in China and its revenues are derived from its operations in China.
     China  is  a  developing  country  with  a  young  market  economic  system
     overshadowed  by the state.  Its  political  and economic  systems are very
     different from the more  developed  countries and are still in the stage of
     change.  China also faces many social,  economic and  political  challenges
     that may produce major shocks and  instabilities  and even crises,  in both
     its domestic arena and in its relationship with other countries,  including
     but not limited to the United States. Such shocks, instabilities and crises
     may in turn significantly and negatively affect the Company's performance.

     (b)  Property, Plant and Equipment

     Property,   plant  and  equipment  are  stated  at  cost  less  accumulated
     depreciation.  Depreciation on property,  plant and equipment is calculated
     on the  straight-line  basis to write off the costs of  assets  over  their
     respective estimated useful lives.  Estimated useful lives of the property,
     plant and equipment are as follows:

                  Equipment and machinery             6 years
                  Motor vehicles                      8 years
                  Furniture and fixtures              5 years

     The cost and related  accumulated  depreciation of assets sold or otherwise
     retired are  eliminated  from the accounts and any gain or loss is included
     in the statement of income.  The cost of maintenance and repairs is charged
     to income as incurred,  whereas  significant  renewals and  betterments are
     capitalized.

     Long-term  assets of the Company are reviewed  annually as to whether their
     carrying value has become impaired,  pursuant to the guidelines established
     in  Statement  of  Financial   Accounting   Standards   ("SFAS")  No.  144,
     "Accounting  for the  Impairment  or Disposal of  Long-Lived  Assets".  The
     Company also  re-evaluates the periods of amortization to determine whether
     subsequent  events and  circumstances  warrant revised  estimates of useful
     lives.



                                       9
<PAGE>

     (c)  Accounts and Other Receivables

     Accounts  receivables are recognized and carried at original invoice amount
     less an allowance for any uncollectible  amounts.  An estimate for doubtful
     accounts is made when collection of the full amount is no longer  probable.
     Bad debts are written off as incurred.

     There was no reserve  for  doubtful  accounts  during 3 months and 9 months
     ended  September  30,  2003  and  due  to the  disputes  arising  from  its
     customers,  an allowance on bad debt  amounting to $ 538,843 was recognized
     for the 4 months ended September 30, 2004.

     (d)  Cash and Cash Equivalents

     For financial reporting  purposes,  the Company considers all highly liquid
     investment  purchased with original  maturity of three months or less to be
     cash  equivalents.  The Company  maintains  no bank  accounts in the United
     States of America.

     (e)  Patent and Development Costs

     The  patent  and  development  costs  represent   patented   pharmaceutical
     formulas, which have obtained official registration certificate or official
     approval for clinical trials,  held for sale. Such costs comprise  purchase
     costs of  patented  pharmaceutical  formulas,  development  costs on direct
     labors,   raw  materials  and  other  related  expenses  of  pharmaceutical
     formulas.  Patent and development  costs are accounted for on an individual
     basis.  The carrying value of patent and development  costs is reviewed for
     impairment  annually when the assets is not yet in use, and otherwise  when
     events changes in circumstances indicate that the carrying value may not be
     recoverable.

     (f)  Research and Development Costs

     Research and development  costs of  pharmaceutical  formulas for contracted
     projects are expensed when incurred.

     Research  costs of  pharmaceutical  formulas  held  for  sale are  expensed
     whereas the  development  costs are  expensed  until the  project  attained
     technical feasibility, i.e. obtained official approval for clinical trials,
     which such development costs are capitalized.



                                       10
<PAGE>

     (g)  Fair Value of Financial Instruments

     The  Company's  financial  instruments  include cash and cash  equivalents,
     accounts receivable,  accounts payable, accrued expenses, customer deposits
     and amounts  due to related  parties.  Management  has  estimated  that the
     carrying  amount  approximate  their fair  values  due to their  short-term
     nature.

     (h)  Revenue and Revenue Recognition

     For fixed-price  refundable contracts,  the Company recognizes revenue on a
     milestone basis.  Progress payments received/ receivables are recognized as
     revenue  only if the  specified  milestone  is  achieved,  accepted  by the
     customer,  confirmed not  refundable  and continued  performance  of future
     research  and  development  services  related  to  the  milestone  are  not
     required.

     For  sale of  patented  pharmaceutical  formulas,  the  Company  recognizes
     revenue upon delivery of the patented formulas.

     (i)  Retirement Benefits

     Retirement benefits in the form of contributions under defined contribution
     retirement  plans to the  relevant  authorities  are  charged to the income
     statement as incurred.

     (j)  Income Taxes

     Income  taxes are  provided  on  Chemsource  in  accordance  with  taxation
     principles  currently  effective  in the  People's  Republic of China as it
     related to the Company.

     (k)  Use of Estimates

     The  preparation of the financial  statements in conformity  with generally
     accepted  accounting  principles in the United  states of America  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  financial  statements  and  the  reported
     amounts of revenues and expenses during the reporting  periods.  Management
     makes these estimates using the best information  available at the time the
     estimates are made;  however  actual results could differ  materially  from
     those estimates.

     (l)  Comprehensive Income (Loss)

     SFAS No. 130, Reporting Comprehensive Income, established standards for the
     reporting  and  display  of  comprehensive   income,   its  components  and
     accumulated balances in a full set of general purpose financial statements.



                                       11
<PAGE>

     SFAS No. 130 defines  comprehensive income to include all changes in equity
     except those  resulting  from  investments by owners and  distributions  to
     owners. Among other disclosures,  SFAS No. 130 requires that all items that
     are  required  to be  recognized  under  current  accounting  standards  as
     components  of  comprehensive  income be reported in a financial  statement
     that is presented with the same prominence as other  financial  statements.
     The Company's  only current  component of  comprehensive  income is foreign
     currency translation adjustment.

     (m)  Foreign Currency Translation

     The Company's  financial  information is presented in US dollars.  People's
     Republic of China  currency  (Renminbi  dollars) has been converted into US
     dollars at the exchange rate of 8.277 to 1.

     The RMB is not freely  convertible  into  foreign  currency and all foreign
     exchange transactions must take place through authorized  institutions.  No
     representation  is made that the RMB amounts  could have been, or could be,
     converted into US$ at the rates used in translation.

     (n)  Recent Accounting Pronouncements

     In January 2003,  (as revised in December  2003) The  Financial  Accounting
     Standards Board ("FASB") issued  Interpretation  No. 46,  "Consolidation of
     Variable  Interest  Entities",  an  interpretation  of Accounting  Research
     Bulletin   ("ARB")   No.   51,   "Consolidated    Financial    Statements".
     Interpretation  No. 46 addresses  consolidation by business  enterprises of
     variable  interest  entities,  which  have  one or  both  of the  following
     characteristics:  (i) the equity  investment  at risk is not  sufficient to
     permit the entity to finance its activities without additional subordinated
     support from other parties,  which is provided  through other interest that
     will absorb  some or all of the  expected  losses of the  entity;  (ii) the
     equity   investors   lack   one  or   more  of  the   following   essential
     characteristics of a controlling financial interest: the direct or indirect
     ability to make  decisions  about the entities  activities  through  voting
     rights or similar  rights;  or the obligation to absorb the expected losses
     of the entity if they  occur,  which  makes it  possible  for the entity to
     finance its activities;  the right to receive the expected residual returns
     of the  entity if they  occur,  which is the  compensation  for the risk of
     absorbing the expected losses.



                                       12
<PAGE>

     Interpretation  No. 46, as revised,  also requires expanded  disclosures by
     the primary  beneficiary (as defined) of a variable  interest entity and by
     an  enterprise  that holds a  significant  variable  interest in a variable
     interest entity but is not the primary beneficiary.  Interpretation No. 46,
     as revised,  applies to small business issuers no later than the end of the
     first  reporting  period that ends after December 15, 2004.  This effective
     date includes those entities to which Interpretation 46 had previously been
     applied.  However,  prior to the required application of Interpretation No.
     46,  a  public  entity  that  is  a  small  business   issuer  shall  apply
     Interpretation  46 or  this  Interpretation  to  those  entities  that  are
     considered  to be  special-purpose  entities no later than as of the end of
     the  first   reporting   period  that  ends  after   December   15,   2003.
     Interpretation No. 46 may be applied prospectively with a cumulative-effect
     adjustment  as of the date on which it is  first  applied  or by  restating
     previously  issued  financial  statements  for  one or  more  years  with a
     cumulative-effect  adjustment  as  of  the  beginning  of  the  first  year
     restated.

     In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
     Derivative  Instruments  and Hedging  Activities".  SFAS No. 149 amends and
     clarifies  financial  accounting and reporting for derivative  instruments,
     including  certain  derivative  instruments  embedded  in  other  contracts
     (collectively  referred to as derivatives) and for hedging activities under
     SFAS  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
     Activities".  The changes in SFAS No. 149 improve  financial  reporting  by
     requiring that contracts with comparable  characteristics  be accounted for
     similarly.  This  statement  is  effective  for  contracts  entered into or
     modified  after June 30, 2003 and all of its  provisions  should be applied
     prospectively.

     In May 2003,  the Financial  Accounting  Standards  Board  ("FASB")  issued
     Statement of Financial  Accounting  Standards ("SFAS") No. 150, "Accounting
     For Certain Financial  Instruments with Characteristics of both Liabilities
     and  Equity".  SFAS No. 150 changes the  accounting  for certain  financial
     instruments with characteristics of both liabilities and equity that, under
     previous  pronouncements,  issuers  could  account  for as equity.  The new
     accounting   guidance  contained  in  SFAS  No.  150  requires  that  those
     instruments be classified as liabilities in the balance sheet.

     SFAS  No.  150  affects  the  issuer's   accounting   for  three  types  of
     freestanding  financial  instruments.  One type is  mandatorily  redeemable
     shares,  which the issuing company is obligated to buy back in exchange for
     cash or other  assets.  A second  type  includes  put  options  and forward



                                       13
<PAGE>

     purchase contracts,  which involves  instruments that do or may require the
     issuer to buy back some of its shares in exchange for cash or other assets.
     The third type of instruments that are liabilities  under this Statement is
     obligations that can be settled with shares, the monetary value of which is
     fixed,  tied solely or  predominantly to a variable such as a market index,
     or varies  inversely  with the value of the issuers'  shares.  SFAS No. 150
     does not apply to features embedded in a financial instrument that is not a
     derivative in its entirety.

     Most of the  provisions of Statement 150 are  consistent  with the existing
     definition of  liabilities  in FASB Concepts  Statement No. 6, "Elements of
     Financial  Statements".  The  remaining  provisions  of this  Statement are
     consistent  with the FASB's proposal to revise that definition to encompass
     certain  obligations  that a reporting entity can or must settle by issuing
     its own shares. This Statement shall be effective for financial instruments
     entered  into or  modified  after  May 31,  2003  and  otherwise  shall  be
     effective at the beginning of the first interim period beginning after June
     15, 2003,  except for  mandatorily  redeemable  financial  instruments of a
     non-public  entity,  as to which the effective  date is for fiscal  periods
     beginning after December 15, 2004.

     In March 2004, the U.S. Securities and Exchange  Commission's Office of the
     Chief  Accountant  and the Division of  Corporate  Finance  released  Staff
     Accounting  Bulletin  ("SAB") No. 105, "Loan  Commitments  Accounted for as
     Derivative  Instruments".  This bulletin  contains specific guidance on the
     inputs  to  a  valuation-recognition  model  to  measure  loan  commitments
     accounted  for at fair value,  and  requires  that  fair-value  measurement
     include only differences  between the guaranteed  interest rate in the loan
     commitment  and market  interest rate,  excluding any expected  future cash
     flows related to the customer relationship or loan servicing.  In addition,
     SAB105   requires  the  disclosure  of  the  accounting   policy  for  loan
     commitments,  including  methods and assumptions  used to estimate the fair
     value of loan commitments, and any associated hedging strategies. SAB105 is
     effective for derivative instruments,  entered into subsequent to March 31,
     2004 and should also be applied to existing instruments as appropriate.

     The  implementation  of the above  pronouncements is not expected to have a
     material  effect  on the  Company's  financial  statement  presentation  or
     disclosures.



                                       14
<PAGE>

4.   EARNING PER SHARE

     Basic earnings per share is computed by dividing income available to common
     shareholders by the  weighted-average  number of common shares  outstanding
     during the period.  Diluted earnings per share is computed similar to basic
     earnings 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.

     Basic and diluted earnings per share are calculated as follows:


                                                       Nine month ended
                                                      September 30, 2004
                                                      ------------------
     Earnings:
          Net loss                                              (146,377)
          Dividend                                                  None
     Income applicable to common shareholders                       None

     Basic and dilute:
     Loss applicable to common shareholders                     (146,377)
     Weighted average shares outstanding
       during the period                                      21,125,843
         Basic and dilute loss per share                          (0.007)
                                                      ------------------

5.   INCOME TAXES

     (a)  Corporation Income Tax ("CIT")

     In accordance with the relevant tax laws and  regulations,  the corporation
     income tax rate is 33%.  Income tax expense for the period ended  September
     30, 2004 and 2003 is summarized as follows:

                                           2004        2003

    Current:
    CIT                                  $   --      $   --
    Deferred:
    CIT                                   (45,156)     13,689
    Income tax expense                   $(45,156)   $ 13,689




                                       15
<PAGE>

     The Company's tax expense  differs from the  "expected" tax expense for the
     nine months ended September 30, 2004 and 2003 (computed by applying the CIT
     rate of 33 percent to net profit) as follows:



                                                         2004           2003
                                                     -----------    -----------

     Computed "expected" expense                     $   (66,231)   $    13,689

     Non-taxable income net of
       non-deductible expenses                            83,503         12,932
     Unused net operating loss carried
       forward                                           (83,503)       (12,932)
     CIT exemption                                        21,075           --
                                                     -----------    -----------
     Income tax expense                              $   (45,156)   $    13,689
                                                     ===========    ===========



     The tax  effects of  temporary  differences  that give rise to  significant
     portions of deferred tax  liabilities/(assets)  are as follows at September
     30, 2004:


                                                                        2004
                                                                    -----------
     Deferred tax assets:
       Depreciation                                                 $    10,439
       Research and development costs not
         yet deducted for tax purpose                                   205,405
       Others costs not yet deducted for
         tax purpose                                                     39,693
       Bad debt expense                                                 177,818
       Net operating loss carry forward                                  83,503
                                                                    -----------
                                                                        516,858
                                                                    -----------
     Deferred tax liabilities:
       Revenue not yet taxable                                         (588,620)
                                                                    -----------
       Net deferred tax liability                                   $   (71,762)
                                                                    ===========

     (b)  Business Tax ("BT")

     The  Company is subject to  Business  Tax,  which is charged on the selling
     price at a general rate of 5% in accordance with the tax law applicable.




                                       16
<PAGE>

     6.   PROPERTY, PLANT AND EQUIPMENT

     Property,  plant and equipment consist of the following as of September 30,
     2004:



                                                                        2004
                                                                    -----------
     At cost:-
     Equipment and machinery                                        $    62,251
     Motor vehicles                                                      15,749
     Furniture and fixtures                                              13,831
                                                                    -----------
                                                                         91,831

     Less: Accumulated depreciation
     Equipment and machinery                                             28,946
     Motor vehicles                                                       1,968
     Furniture and fixtures                                               7,436
                                                                    -----------
                                                                         38,350

     Net book value                                                 $    53,481
                                                                    ===========

     Depreciation  expense for nine months ended September 30, 2004 and 2003 was
     $11,332 and $16,858, respectively.

7.   ACCOUNTS RECEIVABLE

     Accounts receivable consist of the following as of September 30, 2004:


     Accounts receivable                                            $   924,732
     Allowance on bad debt                                             (538,843)
                                                                    -----------
                                                                    $   385,889
                                                                    ===========

     There was no reserve  for  doubtful  accounts  during 3 months and 9 months
     ended  September  30,  2003  and  due  to the  disputes  arising  from  its
     customers,  an allowance on bad debt  amounting to $ 538,843 was recognized
     for the 4 months ended September 30, 2004.




                                       17
<PAGE>

8.   AMOUNTS DUE TO SHAREHOLDERS

     Amounts due to  shareholders  consist of the  following as of September 30,
     2004:

     Name of shareholder                                                 2004
                                                                     -----------

     Lufan An                                                        $   272,076
     Xiahao Liu                                                           37,314
     Xinzhong Shi                                                         12,082
                                                                     -----------
                                                                     $   321,472
                                                                     ===========

     The amounts due to shareholders  are unsecured,  interest-free  and have no
     fixed repayment terms.

9.   COMMITMENTS AND CONTINGENCIES

     (a)  Operating leases

     The Company occupied office space and dormitory for the staffs from a third
     party.  Accordingly,  for nine months ended September 30, 2004 and 2003 the
     Company  recognized rental expense for these spaces in amount of $8,004 and
     $10,506, respectively.

     As of  September  30,  2004,  the Company has  outstanding  commitments  in
     respect of non-cancellable operating leases, which fall due as follows:

                                                                        2004
                                                                    -----------

     Within one year                                                $     9,061
     After one year but within five years                                  --
                                                                    -----------

                                                                    $     9,061
                                                                    ===========

10.  BUSINESS COMBINATION

     Effective August 28, 2004, the Company  completed the acquisition of CBC, a
     British Virgin Islands  corporation as the parent,  the management  company
     and  holder  of  90% of  the  ownership  interest  in  its  only  operating
     subsidiary  and asset,  Chemsource,  a company  established in the People's
     Republic  of  China  and  engaged  in  the   discovery,   development   and
     commercialization  of  innovative  drugs  and  related   bio-pharmaceutical
     products  in  China.  The  Company  exchanged   20,842,779  shares  of  its
     restricted  common  stock,  par value  $0.01 per share,  for that number of
     shares of CBC that  constitutes  100% of the equity interest of CBC, valued
     at $447,431 which represented the net asset of CBC at the acquisition date.
     There are  currently  23,158,757  issued and  outstanding  shares of common
     stock of the Company.

     The following summarizes the acquisition:

     Net asset of CBC at the acquisition date                       $   447,431
     Assets acquired                                                 (1,077,242)
     Liability assumed                                                  629,811
                                                                    -----------
                                                                           --
                                                                    ===========


                                       18
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS


Forward-Looking Statements:

The following  discussion  of the financial  condition and results of operations
should be read in conjunction  with the  consolidated  financial  statements and
related  notes  thereto.  The  following  discussion  contains   forward-looking
statements.  China  Biopharmaceuticals  Holdings,  Inc. is referred to herein as
"we" or "our."  The words or phrases  "would  be," "will  allow,"  "expect  to",
"intends to," "will likely  result," "are  expected  to," "will  continue,"  "is
anticipated,"  "estimate,"  or similar  expressions  are  intended  to  identify
"forward-looking  statements.  Such  statements  include  those  concerning  our
expected  financial  performance,  our corporate strategy and operational plans.
Actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements as a result of a number of risks and  uncertainties,
including:  (a) those  risks  and  uncertainties  related  to  general  economic
conditions in China,  including regulatory factors that may affect such economic
conditions; (b) whether we are able to manage our planned growth efficiently and
operate profitable operations,  including whether our management will be able to
identify,  hire, train,  retain,  motivate and manage required personnel or that
management  will  be  able to  successfully  manage  and  exploit  existing  and
potential market  opportunities;(c)  whether we are able to generate  sufficient
revenues or obtain financing to sustain and grow our operations; and (d) whether
we are able to successfully  fulfill our primary requirements for cash which are
explained below under "Liquidity and Capital  Resources.  Statements made herein
are as of the date of the filing of this Form  10-QSB  with the  Securities  and
Exchange  Commission  and should not be relied upon as of any  subsequent  date.
Unless  otherwise  required  by  applicable  law,  we do not  undertake,  and we
specifically disclaim any obligation,  to update any forward-looking  statements
to reflect  occurrences,  developments,  unanticipated  events or  circumstances
after the date of such statement.








                                       19
<PAGE>

OVERVIEW

Effective  August  28,  2004,  China  Biopharmaceuticals   Holdings,  Inc.  (the
"Registrant"   or  the   "Company")   completed   the   acquisition   of   China
Biopharmaceuticals  Corp.  ("CBC"), a British Virgin Islands  corporation as the
parent,  the management  company and holder of 90% of the ownership  interest in
its only operating subsidiary and asset, NanJing Keyuan  Pharmaceutical R&D Co.,
Ltd., doing business in English a.k.a. Nanjing Chemsource Pharmaceutical R&D Co.
Ltd, ("Keyuan" or "Chemsource"),  a company established in the People's Republic
of  China   ("China")   and   engaged   in  the   discovery,   development   and
commercialization of innovative drugs and related bio-pharmaceutical products in
China.

The  Registrant,   a  Delaware  corporation,   was  originally  organized  as  a
corporation  under the laws of the state of New York on August 6, 1976 under the
name of  Globuscope,  Inc.  On August 7,  1984,  its name was  changed to Globus
Growth  Group,  Inc.,  which  was  its  name  until  it was  merged  into  China
Biopharmaceuticals  Holdings,  Inc., its wholly owned subsidiary in the state of
Delaware on August 28, 2004 through an internal re-organizational merger.

On  February  27,  1986,  the  stockholders  of  the  Registrant   approved  the
divestiture  and sale of those assets of the Registrant as pertained to its then
camera  manufacturing and photography  operations as well as the sale of certain
shares of stock in a photographic  related  company owned by it and its interest
in the Registrant's then owned premises. The sale was consummated as of February
28, 1986. After such divestiture,  the Registrant's  activities consisted of the
holding of interests in various companies and the seeking out of acquisition and
joint-venture  opportunities in various fields of business  endeavor.  On May 27
1988,  the  Registrant  filed with the  Securities  and  Exchange  Commission  a
notification  of  election  to be treated as a  "Business  Development  Company"
("BDC") as that term is defined in the Investment Company Act of 1940 (the "1940
Act").  The decision to become a BDC was made  primarily  to better  reflect the
Registrant's anticipated future business and development relationships. A BDC is
an investment  company  designed to assist  eligible  portfolio  companies  with
capital  formation.  As a result of the  reorganization  the  acquisition of CBC
pursuant to the Exchange  Agreement,  the Registrant will no longer be a BDC and
will continue as an operating company.

On August  4,  2004,  the  Registrant  filed  Definitive  Information  Statement
("Information  Statement")  pursuant to Section 14(c) of the Securities Exchange
Act of 1934, as amended,  notifying its  shareholders  the execution and pending
implementation  of an  Agreement  and Plan of Merger was  signed by and  between
Globus Growth Group, Inc., a New York corporation ("Globus") and the predecessor
of the Registrant and its wholly owned subsidiary in the State of Delaware under



                                       20
<PAGE>

the name of China  Biopharmaceuticals  Holdings,  Inc.("CBH")  The Agreement and
Plan of Merger Agreement provided for a tax-free  reorganization pursuant to the
provisions  of Section 368 of the  Internal  Revenue  Code,  according  to which
Globus,  Inc.  merged  with and  into  the  Registrant,  ceasing  its  corporate
existence and having the  Registrant as the surviving  corporation of the merger
(the "Merger").  In the Merger,  all issued and outstanding shares of the common
stock  of  Globus  have  been  converted  into  shares  of  common  stock of the
Registrant.  On August  28,  2004,  the  internal  reorganizational  Merger  was
completed with Globus merging into CBH with CBH as the surviving  entity and the
Registrant.  Pursuant  to a  share  exchange  agreement  ("Exchange  Agreement")
between the Registrant,  CBC,  Keyuan,  and MAO Peng as the sole  shareholder of
CBC,  and which was filed as Exhibit 2 to the Form 10K 2004,  on June 14,  2004,
the Registrant received all of the issued and outstanding common stock of CBC in
exchange  for  20,842,779  shares of  restricted  (as defined in Rule 144 of the
Securities Act of 1993, as amended)  common stock of the  Registrant,  par value
$0.01 per share,  representing  approximately  90% of the issued and outstanding
common capital stock of the Registrant following the time of the issuance. There
are currently  23,158,757  issued and outstanding  shares of common stock of the
reorganized Registrant.

On September 29, 2004, the Registrant  signed a Purchase  Agreement under which,
the Registrant acquired 51% ownership interest in Suzhou Hengyi  Pharmaceuticals
of Feedstock Co., Ltd ("Hengyi"),  a Chinese company specialized in research and
development,  production  and  sales  of  pharmaceutical  products  as  well  as
chemicals used in pharmaceutical products.

Brief Description of CBC and Its Subsidiaries

CBC  is  a  bio-pharmaceutical   company  focused  on  research  and  discovery,
development  and  commercialization  of  innovative  drugs  in  China.  CBC  was
incorporated  in the  British  Virgin  Islands  (BVI) as a  holding  company  of
pharmaceutical  assets in China.  It entered  into a merger  agreement  with the
predecessor  of the  Registrant.  CBC currently  owns  approximately  90% of the
ownership  interest in Chemsource,  its drug discovery arm and only asset. CBC's
mission is to maximize  investment  returns for its  shareholders by integrating
its strong drug  discovery  and  development  strength  with  manufacturing  and
commercialization   capabilities   and   by   actively   participating   in  the
consolidation  and  privatization  of the  pharmaceutical  industry  in China to
become a dominant player in the bio-pharmaceutical industry in China.

Pursuant to the acquisition,  a new management team has been put into place. One
of former management team member,  Stephen E. Globus, the former Chief Executive
Officer and a director of Company remained as a member of the board of directors



                                       21
<PAGE>

of the  Registrant.  CBC is lead by a dynamic and  experienced  management  with
extensive  experience  and track  record in the  pharmaceuticals  business and a
history of success in innovative  drug  development and  commercialization.  The
management  of CBC  consists  of experts  in the  fields of medical  technology,
biotechnology, and pharmaceuticals with over 10-years of market place experience
and a proven record of success in the management of pharmaceutical businesses in
China. The management works as a very tight group with one clear goal, to be the
best-integrated bio-pharmaceuticals company in China.

CBC has a robust  research and  development  ("R&D") team focused on discovering
new small and large  molecule  drugs as well as developing  generic and improved
drugs based on existing  products already on the market and traditional  Chinese
medicine products.  CBC has developed a solid discovery and development platform
with advanced R&D capabilities  based on post genome era technological  advances
to enable rapid drug  discovery  and  development.  CBC also has a rich existing
product  pipeline.   The  technological  backbone  of  the  CBC's  advanced  R&D
capabilities is a Drug Screening and Testing System--an  advanced drug screening
and testing system based on certain bio-technologies that has only recently been
made possible by rapid  technological  advances in the  Post-Genomics  Era. This
proprietary  gene-level  technology  platform  enables  CBC to deliver  the next
generation of  drugs--which  are more effective and have fewer side effects in a
much shorter period than by traditional pharmaceutical developmental routes. The
technology  team  is  lead by some of the  best  drug  research  scientists  and
development  experts  in the  country.  CBC has a  product  pipeline  containing
approximately  twenty-five major products,  including sixteen new drugs that are
ready for  commercialization  in China, and nine other drugs undergoing  various
phases  of  clinical  trials  toward  approval  by the  SFDA.  CBC  also  offers
contractual  research and  development  products by licensing  the access to its
proprietary  screening and testing platforms to other pharmaceutical  companies.
CBC has built a  Library  of  Targeted  Drug  Candidates  ("LTDC")  with  20,000
chemical compounds.  Drug candidates undergo screening to reveal their potential
to become new drugs. CBC collaborates  with China  Pharmaceutical  University in
enhancing the resources of chemical compounds in the library. CBC builds LTDC to
both  accelerate its own drug  discovery and to generate  revenue in the form of
access fees paid by other pharmaceutical companies.

RESULTS OF OPERATIONS

General Results of Operations for the nine months ending September 30, 2004




                                       22
<PAGE>

On August 28, 2004, the Registrant,  CBC, as the parent,  the management company
and  holder of 90% of the  ownership  interest  in  Keyuan , its only  operating
subsidiary and asset,  consummated the transactions  contemplated by an Exchange
Agreement signed on June 8, 2004 by and between the Registrant,  CBC, Keyuan and
Peng MAO as sole  shareholder  of CBC,  filed as Exhibit 2 to the Form 10K 2004,
filed June 14, 2004. As per the Exchange Agreement, the Registrant acquired 100%
of  the  capital  stock  of  CBC  in  exchange  for  approximately  90%  of  the
Registrant's outstanding common stock.

On September 29, 2004, the Registrant  signed a Purchase  Agreement under which,
the Registrant  acquired 51% ownership interest in Hengyi.  Total  consideration
paid  by the  Registrant  to  acquire  51%  ownership  interest  in  Hengyi  was
$1,600,000  cash and 1.2 million  shares of the common stock of the  Registrant.
Pursuant to the relevant  rules,  the financial  performance  of Hengyi shall be
disclosed  subsequently  within  the  relevant  required  timeframe.   For  this
quarterly report, we will only discuss the financial  performance of the Company
reflecting the operation of Chemsource.

1) SALES.  Sales for the nine months ended on September 30, 2004 were  $519,663,
while Keyuan's sales for the nine months ended September 30, 2003 were $348,040.
During the reporting period Keyuan significantly increased R&D services to other
domestic  pharmaceutical  companies.  Keyuan  offered  contractual  research and
development  products by licensing the access to its  proprietary  screening and
testing platforms to other pharmaceutical companies.

2) R&D.  R&D cost for the nine months  ended  September  30, 2004 was $60,015 as
compared to $269,255 for the nine months ended September 30, 2003. R&D cost as a
percentage  of sales was 12% for the nine months ended  September  30, 2004,  as
compared to 77% for the nine months ended  September 30, 2003. In the first nine
months of 2004,  Keyuan  reduced its  investment  in R&D of new drug project and
simultaneously  increased its activities of providing contractual R&D service to
other  pharmaceutical  companies.  In the first  nine  months of,  2004,  Keyuan
focused on preparing the commercialization of new drugs.

(3) GROSS PROFIT.

Consolidated gross profit in the first nine months of 2004 amounted at $459,648,
as compared  to $78,785 for the nine months  ended  September  30,  2003.  Gross
profit as a percentage of sales was 88% for the nine months ended  September 30,
2004 as compared to 23% for the nine months ended  September  30, 2003. In 2004,
Keyuan increased sales and significantly decreased its R&D cost.

(4) Bad Debt

The amount of bad debt for the nine months ended September 30, 2004 was $538,843
This was mainly due to large amount of account  receivables created by Keyuan in
2003 and due to the lack of efficient project  monitoring from the management of



                                       23
<PAGE>

Keyuan and  unpredictable  licensing  procedures  in China.  Large part of those
account  receivables was realized as bad debts in this reporting period.  Due to
the long  procedures of licensing  new drug projects in China,  it is usual that
the  contractual  period for new drug  licensing is over one year.  According to
GAAP,  account  receivables  that  exist for a period  longer  than one year are
realized as bad debt. The  management of the  Registrant  will strive to improve
project monitoring and account receivable recovery.


(5) NET INCOME.

Consolidated net loss for the nine months ended September 30, 2004 was $146,377.
This is mainly due to the large amount of account receivable  incurred by Keyuan
in 2003,  which were  realized as bad debt in this  reporting  period.  Projects
related to those bad debts are still going forward for future income.

LIQUIDITY AND CAPITAL RESOURCES

For the nine  months  ended  September  30,  2004,  net cash  used in  operating
activities  was $62,285,  and net cash  provided by  investment  activities  was
$295,159.

Going forward,  our primary requirements for cash consist of: (1) acquisition of
pharmaceutical  manufacturing companies with GMP standard facilities in order to
commercialize  new drugs in our extensive new drug  pipeline.  (2) Continued R&D
for more  selected  new drug  projects  (3) Build up sales  network for new drug
distribution. We anticipate that our internal source of liquid assets may enable
us to continue our operation  activities other than  acquisition  activities for
next twelve months. However, we anticipate that our current operating activities
may  not  enable  us to  meet  the  anticipated  cash  requirements  for  future
acquisition activities. External source may need for company's expansion. We are
exploring  bank loans to finance  such  expenditures  and intend to raise equity
once our shares are traded.


MANAGEMENT ASSUMPTIONS

Management anticipates,  based on internal forecasts and assumptions relating to
our current  operations  that existing cash and funds  generated from operations
may not be  sufficient  to meet  requirements  capital  for  future  acquisition
activities.  We could be required to seek additional financing.  There can be no
assurance  that  we  will  be  able to  obtain  additional  financing  on  terms
acceptable to it, or at all.



                                       24
<PAGE>

EFFECT OF FLUCTUATION IN FOREIGN EXCHANGE RATES

Our operating  subsidiaries are located in China. Their business  activities are
mainly in China using  Chinese  Renminbi as the  functional  currency.  Based on
China  government  regulation,  all  foreign  currencies  under the  category of
current accounts are allowed to be freely exchanged with hard currencies. During
the  current  operation,  there is no  significant  change  in  exchange  rates;
however,  unforeseen  developments  may cause a  significant  change in exchange
rates.























                                       25
<PAGE>

ITEM 3. CONTROL AND PROCEDURES.

As required by Rule 13a-15 under the Exchange  Act,  within the 90 days prior to
the filing date of this report,  the Company  carried out an  evaluation  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures.  This evaluation was carried out under the supervision and with
the  participation  of the Company's  management,  including the Company's Chief
Executive Officer and Chief Financial Officer.  Based upon that evaluation,  the
Company's Chief Executive Officer and Chief Financial Officer concluded that the
Company's  disclosure controls and procedures are effective.  There have been no
significant  changes in the  Company's  internal  controls or in other  factors,
which could  significantly  affect internal controls  subsequent to the date the
Company carried out its evaluation.

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

The Company is in the process of outsourcing to an accredited accounting firm to
re-design  Internal  Control  system as well as Risk  Management  system for the
Company  to  be  in  compliance   with  rules  and   regulations  set  forth  in
Sarbanes-Oxley Act.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Pursuant to the Exchange  Agreement,  the Registrant  received all of the issued
and  outstanding  common  stock of CBC in  exchange  for  20,842,779  shares  of
restricted  (as defined in Rule 144 of the  Securities  Act of 1993, as amended)
common stock of the Registrant,  par value $0.01 per share, which were issued to
the  CBC  Stockholders,   representing  approximately  90%  of  the  issued  and
outstanding common capital stock of the Registrant.



                                       26
<PAGE>

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

The following exhibits are filed as part of this report:


EXHIBIT
NUMBER            DESCRIPTION
-----------       --------------------------------------------------------------

31.1              Certification  of Chief Executive  Officer Pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.

31.2              Certification  of Chief Financial  Officer Pursuant to Section
                  302 of the Sarbanes-Oxley Act of 2002.

32.1              Certification  of Chief Executive  Officer pursuant to Section
                  906 of the Sarbanes-Oxley Act of 2002

32.2              Certification  of Acting Chief Financial  Officer  pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K

A report on From 8-K was filed on September 1, 2004,  announcing  the completion
of acquisition of CBC by the Registrant, the change in control in the Registrant
and the change of the Registrant's  fiscal year end to December 31. The 8-K also
released the audited  financial  statements of Chemsource for the years 2002 and
2003.



                                       27
<PAGE>

Subsequently,  on September 20, 2004 the  Registrant  filed a form 8-K report to
announce that Eisner LLP was dismissed as the independent  accountant engaged to
audit the financial statements of the Registrant and that effective on September
15, 2004 the Registrant has engaged Weinberg & Company,  P.A.  ("Weinberg") with
address at Town  Executive  Center,  6100  Glades  Road,  Suite 314 Boca  Raton,
Florida  33434,  as  the  new  principal   accountant  to  audit  its  financial
statements.  The decision to engage  Weinberg  was approved by the  Registrant's
Board of  Directors.  During the three  years  ended  February  29, 2004 and the
subsequent interim period prior to their dismissal,  there were no disagreements
with Eisner LLP on any matter of accounting  principles or practices,  financial
statement disclosure or auditing scope or procedure,  which disagreements if not
resolved  to Eisner  LLP's  satisfaction  would have  caused  Eisner LLP to make
reference to this subject matter of the  disagreements in connection with Eisner
LLP 's report, nor were there any "reportable events" as such term is defined in
Item 304(a)(1)(iv) of Regulation S-K,  promulgated under the Securities Exchange
Act of 1934, as amended.

On October 5, 2004, the Registrant filed a form 8-K announcing the completion of
the acquisition of 51% of the equity interest of Hengyi.



















                                       28
<PAGE>

SIGNATURES

In accordance with the  requirements of the Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                         CHINA BIOPHARMACEUTICALS HOLDINGS, INC.

                                         Date: November 22, 2004


                                         By:  /s/ Peng Mao
                                         ---------------------------------------
                                         Name:  Peng Mao
                                         Title: Chairman and
                                         Chief Executive Officer

                                         Date: November 22, 2004


                                         By:  /s/ HUNAG Chentai
                                         ---------------------------------------
                                         Name:  HUANG Chentai
                                         Title: Chief Financial Officer










                                       29