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

                                  FORM 10-QSB/A

 /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.)

Suite 1601, Buliding A, Jinshan Tower
No. 8, Shan Xi Road
Nanjing, Jiangsu
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...............................................22

  ITEM 3. CONTROL AND PROCEDURES..............................................35

PART II - OTHER INFORMATION...................................................35

  ITEM 1. LEGAL PROCEEDINGS...................................................35

  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.........35

  ITEM 3. DEFAULTS UPON SENIOR SECURITIES.....................................35

  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................35

  ITEM 5. OTHER INFORMATION...................................................35

  ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K....................................36



















                                       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 STATEMENT OF CHANGES IN SHAREHOLDERS'
                    EQUITY

PAGE     6          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

PAGE     7-20       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



























                                       2
<PAGE>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
              (FORMERLY GLOBUS GROWTH GROUP INC.) AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                            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 held for sale                           13,290
    Advance to suppliers                                                193,626
    Other receivables and prepaid expenses                               68,237
                                                                    -----------
         Total Current Assets                                           984,378

Fixed assets, 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                                              411,613
    Other tax payable                                                    99,014
    Due to related parties                                               21,600
    Due to shareholders                                                 321,472
                                                                    -----------
          Total Current Liabilities                                     935,466
Minority interest                                                         6,562
                                                                    -----------
          Total Liabilities                                             942,028
                                                                    -----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
    Preferred stock, $0.01 par value, 10,000,000 shares authorized;
      none issued
    Common stock, $0.01 par value, 200,000,000 shares authorized;
      23,158,757 shares issued and outstanding
         as of September 30, 2004                                       231,588
    Additional paid-in capital                                          123,204
    Accumulated deficit                                                (258,951)
    Accumulated other comprehensive loss                                    (10)
                                                                    -----------
          Total Shareholders' Equity                                     95,831
                                                                    -----------

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.
              (FORMERLY GLOBUS GROWTH GROUP INC.) AND SUBSIDIARIES
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME(LOSS)
 ------------------------------------------------------------------------------
                                   (UNAUDITED)


                                        For the Three    For the Nine     For the Three    For the Nine
                                        Months Ended     Months Ended     Months Ended     Months Ended
                                        September 30,    September 30,    September 30,    September 30,
                                        2004             2004             2003             2003
                                        -------------    -------------    -------------    -------------
<S>                                     <C>              <C>              <C>              <C>
Revenue                                 $     480,131    $     663,850    $      34,233    $     348,040
Research and development costs                  7,048           60,015          107,228          269,255
                                        -------------    -------------    -------------    -------------
Gross profit(loss)                            473,083          603,835          (72,995)          78,785
General and administrative expenses           247,732          279,228           11,740           37,355
Bad debt                                      538,843          538,843             --               --
                                        -------------    -------------    -------------    -------------
Income(Loss) From Operations                 (313,492)        (214,236)         (84,735)          41,430
Other Income(Expense)
   Interest income(expense)                    (7,002)          (6,916)             (25)              40
   Other income, net                               40              101             --                 12
                                        -------------    -------------    -------------    -------------
Income(Loss) Before Income Taxes             (320,454)        (221,051)         (84,760)          41,482
Income taxes                                  234,492          294,695             --               --
                                        -------------    -------------    -------------    -------------
Income(Loss) Before Minority Interest        (554,946)        (515,746)         (84,760)          41,482
Minority interest                              47,073           43,153             --               --
                                        -------------    -------------    -------------    -------------
Net income(loss)                             (507,873)        (472,593)         (84,760)          41,482
Foreign currency translation
   gain(loss)                                    --                (10)            --                  8
                                        -------------    -------------    -------------    -------------
COMPREHENSIVE INCOME(LOSS)              $    (507,873)   $    (472,603)   $     (84,760)   $      41,490
--------------------------              =============    =============    =============    =============

Weighted average shares outstanding        21,125,843       21,691,971       20,842,779       20,842,779
Basic and diluted

Income(loss) per share
Basic and diluted                       $       (0.02)   $       (0.02)   $       (0.00)   $        0.00
                                        =============    =============    =============    =============
</TABLE>
















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



                                       4
<PAGE>
<TABLE>
<CAPTION>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
              (FORMERLY GLOBUS GROWTH GROUP INC.) AND SUBSIDIARIES
       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
                  --------------------------------------------
                                   (UNAUDITED)



                                                        Preferred      Additional      Accumulated        Other
                               Common Stock               Stock          Paid-In         Earnings     Comprehensive
                          Shares          Amount          Shares         Capital        (Deficit)         Loss            Total
                      -----------------------------   -------------   -------------   -------------   -------------   -------------
<S>                   <C>             <C>             <C>             <C>             <C>             <C>             <C>
Balance as of
January 1, 2004          20,842,779   $     208,428            --     $     146,364      $  213,642   $        --     $     568,434

Reverse merger
   adjustment             2,315,978          23,160            --           (23,160)           --              --              --

Net loss                       --              --              --              --          (472,593)           --          (472,593)

Foreign currency
   translation loss            --              --              --              --              --               (10)            (10)

Balance as of
September 30, 2004       23,158,757   $     231,588            --     $     123,204      $ (258,951)  $         (10)  $      95,831
                      =============   =============   =============   =============   =============   =============   =============
</TABLE>





































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


                                       5
<PAGE>
<TABLE>
<CAPTION>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
              (FORMERLY GLOBUS GROWTH GROUP INC.) AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 -----------------------------------------------
                                   (UNAUDITED)


                                                            For the Nine          For the Nine
                                                            Months Ended          Months Ended
                                                      September 30, 2004    September 30, 2003
                                                      ------------------    ------------------
<S>                                                   <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss)                                      $         (472,593)   $           41,482

Adjustments to reconcile net loss to net
  cash used in operating activities:
Depreciation                                                      11,332                 8,957
Bad debt                                                         538,843                  --
Loss shared by minority interest                                 (43,153)                 --
Changes in operating assets and liabilities:
(Increase)decrease in:
  Accounts receivable                                           (138,186)             (120,817)
  Inventories                                                       (175)                  347
  Patent and development cost                                       --                 (13,290)
  Advance to suppliers                                          (193,626)               (9,467)
  Other receivables and prepaid expenses                            (402)              (25,048)

Increase(decrease) in:
  Accounts payable                                               (43,496)               57,992
  Other payable                                                   90,953               (78,665)
  Deferred tax liability                                         294,690                  --
  Amount due to related party                                     21,600                98,767
  Customer deposit                                              (128,071)               38,666
                                                      ------------------    ------------------
     Net cash used in operating activities                       (62,284)               (1,076)
                                                      ------------------    ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of fixed assets                                        (4,842)              (10,007)
                                                      ------------------    ------------------
     Net cash provided by (used in)
         investing activities                                     (4,842)              (10,007)
                                                      ------------------    ------------------

CASH FLOWS FROM FINANCING ACTIVITIES                                --
 Due to shareholders                                             300,000                  --
                                                      ------------------    ------------------
     Net cash provided by financing activities                   300,000                  --
                                                      ------------------    ------------------

NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS              232,874               (11,083)
  Effect of exchange rate changes on cash                            (11)                   (9)
  Cash and cash equivalents,
    at beginning of period                                        88,277                48,406
                                                      ------------------    ------------------

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


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



                                       6
<PAGE>


                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
              (FORMERLY GLOBUS GROWTH GROUP INC.) AND SUBSIDIARIES
            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            AS OF SEPTEMBER 30, 2004
                            ------------------------
                                   (UNAUDITED)

1.   BASIS OF PRESENTATION

     The  unaudited  condensed   consolidated   financial  statements  of  China
     Biopharmaceuticals  Holdings,  Inc.  (formerly  Globus  Growth  Group  Inc.
     ("Globus") and subsidiaries  (the "Company" or "CBH") 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 and the results
     of operations for the three and nine months ended September 30, 2004.

     On August 4, 2004, the Company  declared that the majority  stockholders of
     Globus  executed a written  consent  providing a merger (the  "Merger")  of
     Globus with and into its wholly owned subsidiary,  CBH. On July 3, 2004, an
     Agreement  and Plan of Merger (the  "Merger  Agreement")  was signed by and
     between  Globus  and CBH.  The  Merger  Agreement  provided  for a tax-free
     reorganization  pursuant to the  provisions  of Section 368 of the Internal
     Revenue  Code,  whereby  Globus  would be  merged  with and into  CBH.  The
     separate  corporate  existence  of Globus  ceased and CBH  continued as the
     surviving  corporation  of  the  merger.  In the  Merger,  all  issued  and
     outstanding  shares of Globus were converted into shares of common stock of
     CBH on the basis of seven for five (7 for 5).

     The current operation subsidiary, China Biopharmaceuticals Corp. ("CBC"), a
     British Virgin Islands  corporation is the parent,  management  company and
     holder  of a 90%  ownership  interest  in its  only  operating  subsidiary,
     Nanjing Chemsource  Pharmaceuticals R&D Co., Ltd.  ("Chemsource") which was
     acquired on August 28 2004. The comparative  figures in 2003 that have been
     presented are those of Chemsource.

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
     subsidiaries  reflect the  activities  and  financial  transactions  of its
     subsidiary,  CBC, a British Virgin Islands corporation which is the parent,
     management  company  and  holder of a 90%  ownership  interest  in its only
     operating  subsidiary,  Chemsource,  a company  established in the People's
     Republic of China.  On September  29, 2004,  the Company  signed a purchase
     agreement   to  acquire  a  51%   ownership   interest  of  Suzhou   Hengyi
     Pharmaceuticals  of  Feedstock  Co.,  Ltd  ("Hengyi"),  a  Chinese  company
     established in Suzhou Province, China. Also see below.

     CBC is 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  100%  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.   After  the  Exchange,   the  previous
     shareholders of CBC owned 90% of outstanding common shares of CBH.




                                       7
<PAGE>

     CBC owns 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 October 5, 2004,  the Company filed a Form 8-K  disclosing  the purchase
     agreement  to  acquire  a 51%  ownership  interest  in  Hengyi,  a  company
     specializing  in research and  development  and the production and sales of
     pharmaceutical  products  as  well  as  chemicals  used  in  pharmaceutical
     products.  CBH's total  consideration to acquire the 51% ownership interest
     in Hengyi  will be  $1,600,000  cash and 1.2  million  shares of the common
     stock of the  Company.  The closing of the  transaction  is waiting for the
     final  approval  and  issuing of the  business  certificate  from the local
     government.  Since the  transaction  did not close  prior to the end of the
     reporting  period,   the  accounts  of  Hengyi  are  not  included  in  the
     consolidated financial statements of the Company.

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)  Consolidation Policy

          The  consolidated  financial  statements  include the  accounts of the
          Company  and  all  its   majority-owned   subsidiaries  which  require
          consolidation.  Inter-company  transactions  have been  eliminated  in
          consolidation.

     (c)  Fixed Assets

          Fixed  assets  are  stated  at  cost  less  accumulated  depreciation.
          Depreciation  on fixed assets is provided on the  straight-line  basis
          over their respective  estimated useful lives.  Estimated useful lives
          are as follows:




                                       8
<PAGE>

                      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  operations.  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.

     (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. No amortization is provided as
          it is held for sale.  Such costs  comprise  purchase costs of patented
          pharmaceutical  formulas,  development  costs, 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,  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.




                                       9
<PAGE>

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

     (g)  Fair Value of Financial Instruments

          The Company's  financial  instruments  primarily include cash and cash
          equivalents,  accounts receivable, accounts payable, accrued expenses,
          customer deposits and amounts due to related parties and shareholders.
          Management has estimated that the carrying amounts  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 and
          accepted by the customer, the payment is not refundable, and continued
          performance of future research and development services related to the
          milestone are not required.

          For sales of patented pharmaceutical  formulas, the Company recognizes
          revenue upon the 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.  The retirement benefits expenses
          for nine  months  ended  September  30,  2004 and 2003 was  $2,233 and
          $1,835, respectively.

     (j)  Income Taxes

          Income taxes are provided on the liability method whereby deferred tax
          assets  and   liabilities   are   recognized   for  the  expected  tax
          consequences  of  temporary  differences  between  the tax  bases  and
          reported  amounts of assets and  liabilities.  Deferred tax assets and
          liabilities  are computed using enacted tax rates expected to apply to
          taxable  income in the  periods  in which  temporary  differences  are
          expected to be recovered or settled. The effect on deferred tax assets
          and liabilities  from a change in tax rates is recognized in income in
          the period that includes the enactment  date.  The Company  provides a
          valuation  allowance  for certain  deferred tax assets,  if it is more
          likely than not that the Company  will not realize tax assets  through
          future operations.

     (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.



                                       10
<PAGE>

     (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.  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 the 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)  Earnings(Loss) Per Share

          Basic  earnings(loss)  per share is computed by dividing  income(loss)
          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.
          There  were no  dilutive  securities  outstanding  for  the  reporting
          periods presented.

     (o)  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



                                       11
<PAGE>

          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.

          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 FASB issued 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.



                                       12
<PAGE>

          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 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.

          In  December  2004,  the FASB  issued  SFAS  No.  153,  "Exchanges  of
          Non-Monetary  Assets,  an  Amendment  of APB No. 29".  This  statement
          amends APB Opinion No.29,  "Accounting for Nonmonetary  Transactions".
          Earlier  guidance had been based on the  principle  that  exchanges of
          nonmonetary  assets  should be based on the fair  value of the  assets
          exchanged and APB No. 29 included certain exception to this principle.



                                       13
<PAGE>

          However,  FASB 153 eliminated the specific  exceptions for nonmonetary
          exchanges  with  a  general   exception  rule  for  all  exchanges  of
          nonmonetaruy   assets  that  do  not  have   commercial  and  economic
          substance. A nonmonetary exchange has commercial substance only if the
          future cash flows of the entity is expected to change significantly as
          a result of the exchange.  This statement is effective for nonmonetary
          exchanges occurring in fiscal periods beginning after June 15, 2005.

          In December 2004,  the FASB issued a revised SFAS No. 123,  Accounting
          for  Stock-Based  Compensation,  which  supersedes APB opinion No. 25,
          Accounting   for  Stock   Issued  to   Employees,   and  its   related
          implementation  guidance.  This statement  requires a public entity to
          recognize  and measure  the cost of  employee  services it receives in
          exchange for an award of equity  instruments  based on the  grant-date
          fair value of the award (with limited exceptions). These costs will be
          recognized  over the period  during  which an  employee is required to
          provide  service in  exchange  for the award - the  requisite  service
          period (usually the vesting  period).  This statement also establishes
          the  standards  for the  accounting  treatment  of  these  share-based
          payment   transactions  in  which  an  entity   exchanges  its  equity
          instruments for goods or services. It addresses  transactions in which
          an entity  incurs  liabilities  in exchange for goods or services that
          are based on the fair value of the entity's equity instruments or that
          may be settled  by the  issuance  of those  equity  instruments.  This
          statement  shall be effective  the first  interim or annual  reporting
          period that begins  after  December 15,  2005.  Implementation  of the
          revised SFAS No. 123 is not expected to have a  significant  effect on
          the Company's financial statement presentation or its disclosures.

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

     4.   ACCOUNTS RECEIVABLE

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

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

          The Company's only  operating  subsidiary,  Chemsource,  accounted for
          100% of the accounts  receivable of the Company at September 30, 2004.
          For the nine months ended  September  30, 2004 the Company  recognized
          bad debt expense of $538,843  relating to sales  recorded in 2003.  In
          2003,  the  Company  believed  that all of the  criteria  for  revenue
          recognition   existed.   However,   during  2004   certain   customers
          experienced   deteriorating  financial  condition  which  resulted  in
          non-payment of accounts  receivable.  While, the Company  continues to
          pursue  payment,  due to the  uncertainty of  collection,  the Company
          recorded a bad debt allowance for the accounts.



                                       14
<PAGE>

5.   FIXED ASSETS

     Fixed assets 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

             Fixed assets, net                                        $  53,481
                                                                      =========


     Depreciation  expense for nine months ended September 30, 2004 and 2003 was
     $11,332 and $8,957, respectively.

6.   AMOUNTS DUE TO SHAREHOLDERS

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

             Name of Shareholder                                        Amount
             -------------------                                      ---------

             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.

7.   INCOME TAXES

     (a)  Corporation Income Tax ("CIT")

     In accordance  with the relevant tax laws and  regulations  of the People's
     Republic of China,  a company is entitled to a full  exemption from CIT for
     the first two years,  and a 50%  deduction in CIT for the next three years,
     commencing from the first profitable year. For 2003, the Company was exempt
     from CIT.

     Income tax expense for nine months  ended  September  30, 2004 and 2003 are
     summarized as follows:

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

             Current:
             CIT                                         $    --      $    --
                                                         ---------    ---------

             Deferred:
             CIT                                         $(294,694)   $    --
                                                         ---------    ---------
             Income tax expense                          $(294,694)        --
                                                         =========    =========



                                       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(benefit)                         $ (72,947)   $  13,689
             Valuation allowance                           339,850         --
             CIT exemption                                  27,791      (13,689)
                                                         ---------    ---------
             Income tax expense                          $ 294,694    $    --
                                                         =========    =========

     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                                          40,503
                Foreign net operating loss carry forwards                83,503
                Valuation allowance                                    (339,850)
                                                                      ---------
                    Total deferred tax assets                              --
                                                                      ---------

             Deferred tax liabilities:
                Revenue not yet taxable                                (411,613)
                                                                      ---------
                Net deferred tax liability                            $(411,613)
                                                                      =========

     The foreign net operating  loss carry  forwards  expire five years from the
     year of the loss. The loss carry forwards expire as follows:

                  Year of Expiration                                    Amount
                  ------------------                                  ---------
                        2005                                          $  34,371
                        2006                                             43,696
                        2007                                             48,559
                        2008                                             58,045
                        2009                                             83,503
                                                                      ---------
                       Total                                          $ 268,174
                                                                      =========

     The tax effects of  temporary  differences  that give rise to deferred  tax
     assets were reduced by a valuation  allowance because of the uncertainty as
     to whether the deferred tax assets will be realized.

     (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>

8.   COMMITMENTS AND CONTINGENCIES

     (a)  Operating Leases

     The Company leases office space and dormitory  facilities for its employees
     from a third party.  Accordingly,  for nine months ended September 30, 2004
     and 2003 the  Company  recognized  rental  expense 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
                                                                      =========

9.   BUSINESS COMBINATION

     Effective August 28, 2004, the Company  completed the acquisition of CBC, a
     British Virgin Islands corporation which is the parent,  management company
     and  holder  of a 90% of the  ownership  interest  in  its  only  operating
     subsidiary,  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:
             Assets acquired                                          1,077,242
             Liability assumed                                         (629,811)
                                                                      ---------
         Net asset of CBC at the acquisition date                     $ 447,431
                                                                      =========

10.  PRO FORMA RESULTS OF OPERATIONS

     On October 5, 2004,  the Company filed a Form 8-K  disclosing  the purchase
     agreement  to acquire a 51%  ownership  interest in Hengyi.  For  financial
     reporting   purposes,   the  Hengyi  transaction  will  be  treated  as  an
     acquisition pursuant to the purchase method of accounting. Also see note 2.

     The  pro  forma  information  below,  while  helpful  in  illustrating  the
     financial  characteristics of the acquisition under one set of assumptions,
     does not  reflect  the impact of  possible  revenue  enhancements,  expense
     efficiencies  and other  factors  that may result as a  consequence  of the
     acquisition and, accordingly, does not attempt to predict or suggest future
     results.  It also does not necessarily  reflect what the historical results
     of the combined  business  would have been had our companies  been combined
     during the period presented.



                                       17
<PAGE>

     The  following  unaudited  pro forma  information  is  presented  as if the
     acquisition  of  Hengyi  occurred  at  the  beginning  of the  2004  period
     presented:

     Nine Months Ended
     September 30, 2004

     Revenue                                                        $ 5,639,912
     Net loss                                                       $  (296,150)
     Basic and diluted loss per share                               $     (0.01)











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



                                       18
<PAGE>

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.

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 which is
the parent, the management company and holder of a 90% 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
the name of China  Biopharmaceuticals  Holdings,  Inc.("CBH")  The Agreement and



                                       19
<PAGE>

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.  The closing of the  transaction is
waiting for the final approval and issuing of the business  certificate from the
local government.

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
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



                                       20
<PAGE>

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 have 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.

CRITICAL ACCOUNTING POLICIES

We have  identified  the  policies  below as  critical to  understanding  of our
financial  statements.  The application of these polices requires  management to
make estimates and assumptions  that affect the valuation of assets and expenses
during the reporting period.  There can be no assurance that actual results will
not differ from these estimates.  The impact and any associated risks related to
these policies on our business operations are discussed below.


(1) 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  and  accepted  by the
customer.  Confirmed  revenue is 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.



                                       21
<PAGE>

(2) ACCOUNTS RECEIVABLE.

The Company's accounts  receivable are concentrated in numbers of pharmaceutical
manufacturers.  The Company believes that a significant  change in the liquidity
or financial  position of any customer  would have a material  adverse impact on
the  collectability  of  the  Company's  accounts  receivable.  Based  upon  the
Company's  historical  experience,  the delaying of payment caused by customer's
unpredicted  management  or  financial  trouble  is  influencing  the  Company's
financial and future operating results.

(3) BAD DEBT.

The  Company's  accounting  policy  is to  recognize  as bad debt  any  accounts
receivable that the Company is unable to collect within a significant  period of
time. The Company strives to improve project  monitoring and account  receivable
recovery.

(4) INCOME TAX.

Significant judgment is required in determining our income tax provision. In the
ordinary course of business,  there are many transactions and calculations where
the ultimate tax outcome is  uncertain.  Although we believe that our  estimates
are  reasonable,  no  assurance  can be given  that the final  outcome  of these
matters  will not be different  than that which is  reflected in our  historical
income tax  provisions  and  accruals.  Such  differences  could have a material
effect on our  income tax  provision  and net income in the period in which such
determination  is made. We apply an asset and  liability  approach to accounting
for income taxes.  Deferred tax  liabilities  and assets are  recognized for the
expected future tax consequences of temporary  differences between the financial
statement  and tax bases of assets and  liabilities  using  enacted tax rates in
effect  for the year in which the  differences  are  expected  to  reverse.  The
recoverability  of  deferred  tax assets is  dependent  upon our  assessment  of
whether it is more likely than not that sufficient future taxable income will be
generated  to utilize the deferred  tax asset.  In the event we  determine  that
future  taxable income will not be sufficient to utilize the deferred tax asset,
a valuation allowance is recorded.

RESULTS OF OPERATIONS

On August 28,  2004,  the  Registrant  and CBC which is the  parent,  management
company and holder of a 90%  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.
Due to the time  consuming of the  government  for  registration  and  licensing
processes, the transaction is not completed yet.



                                       22
<PAGE>

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.

GENREAL  RESULTS OF OPERATIONS  FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2004 AS
COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2003

(1) REVENUE.

Revenue for the nine months ended on September 30, 2004 was $663,850,  while the
Company's  revenue for the nine months ended  September  30, 2003 was  $348,040.
During the reporting period the Company significantly  increased R&D services to
other  domestic  pharmaceutical   companies.  The  Company  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 9% 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,
the Company 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, the Company focused
on preparing the commercialization of new drugs.

(3) GROSS PROFIT.

Gross profit in the first nine months of 2004 amounted at $603,835,  as compared
to $78,785 for the nine months ended  September 30, 2003.  In 2004,  the Company
increased sales and significantly decreased its R&D cost.

(4) GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses for the nine months ended September 30, 2004
was  $279,228 as compared to $37,355  for the nine months  ended  September  30,
2003. General and administrative expenses increased significantly in 2004 due to
the Exchange and reorganization of the Company.

(5) 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
Chemsource in 2003 and due to the lack of efficient project  monitoring from the
management of Chemsource  and  unpredictable  licensing  procedures in China.  A
large  part of those  accounts  receivable  were  recorded  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.  The  Company  strives  to  improve  project  monitoring  and  account
receivable recovery.



                                       23
<PAGE>

(6) INCOME TAXES.

Income tax expense  for the nine  months  ended  September  30,  2004  increased
$294,694 from $-0- tax expense for the nine months ended September 30, 2003. The
increase resulted from deferred tax assets in 2004 that were reserved completely
through a valuation  allowance due to the  uncertainty  of their  realization in
future periods.  In 2003, the company was exempt from taxation under the PRC tax
regulations.

(7) NET INCOME

Net loss for the nine months ended  September  30, 2004 was $472,593 as compared
to net income of $41,482 for the nine months ended  September 30, 2003.  This is
mainly due to the large amount of account  receivable  incurred by Chemsource in
2003,  which  were  recorded  as bad debts in this  reporting  period.  Projects
related to those bad debts are still going forward for future income.


GENREAL  RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED  SEPTEMBER  30,2004 AS
COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2003

(1) REVENUE.

Revenue for the three months ended on September 30, 2004 was $480,131, while the
Company's  revenue for the three  months ended  September  30, 2003 was $34,233.
During the three months ended  September  30,  2004,  the Company  significantly
increased R&D services to other domestic pharmaceutical  companies.  The Company
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 three months ended September 30, 2004 was $7,048 as compared to
$107,228 for the three months ended September 30, 2003. R&D cost as a percentage
of sales was about  1.5% for the three  months  ended  September  30,  2004,  as
compared to about 313% for the three months  ended  September  30, 2003.  In the
three months ended September 30, 2004, the Company 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 three months
ended September 30, 2004, the Company focused on preparing the commercialization
of new drugs.

(3) GROSS PROFIT.

Gross profit in the three months ended  September 30, 2004 amounted at $473,083,
as compared to a gross loss of $72,995 for the three months ended  September 30,
2003. In 2004, the Company increased sales and  significantly  decreased its R&D
cost.

(4) GENERAL AND ADMINISTRATIVE EXPENSES

General and  administrative  expenses for the three months ended  September  30,
2004 was $247,732 as compared to $11,740 for the three  months  ended  September
30, 2003.  General and administrative  expenses increased  significantly in 2004
due to the Exchange and reorganization of the Company.



                                       24
<PAGE>

(5) BAD DEBT.

The  amount  of bad debt for the  three  months  ended  September  30,  2004 was
$538,843.  This was mainly due to large amount of account receivables created by
Chemsource in 2003 and due to the lack of efficient project  monitoring from the
management of Chemsource  and  unpredictable  licensing  procedures in China.  A
large  part of those  accounts  receivable  were  recorded  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.  The  Company  strives  to  improve  project  monitoring  and  account
receivable recovery.

(6) INCOME TAXES.

Income tax expense  for the three  months  ended  September  30, 2004  increased
$234,492  from $-0- tax expense for the three months ended  September  30, 2003.
The  increase  resulted  from  deferred  tax  assets in 2004 that were  reserved
completely  through  a  valuation  allowance  due to the  uncertainty  of  their
realization  in future  periods.  In 2003,  the company was exempt from taxation
under the PRC tax regulations.

(7) NET INCOME

Net loss for the three months ended  September 30, 2004 was $507,873 as compared
to $84,760 for the three months ended  September 30, 2003. This is mainly due to
the large amount of accounts  receivable  incurred by Chemsource in 2003,  which
were recorded as bad debts 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 $62,284, net cash used in investing activities was $4,842 and net
cash provided by financing  activities was $300,000.  Cash and cash  equivalents
for the nine months  ended  September  30, 2004 was  $321,140.  This has brought
concern to the Company's  management  because  Chemsource  desires to strengthen
their  leading  position  in new drug R&D and the Company is planning to proceed
with further  acquisitions that require that sound sources of cash be secured in
the near future.

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.




                                       25
<PAGE>

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.

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.

NEW 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.

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.



                                       26
<PAGE>

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 FASB issued 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 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,



                                       27
<PAGE>

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.

In December  2004,  the FASB issued SFAS No.  153,  "Exchanges  of  Non-Monetary
Assets,  an Amendment of APB No. 29". This  statement  amends APB Opinion No.29,
"Accounting for Nonmonetary  Transactions".  Earlier  guidance had been based on
the principle that  exchanges of nonmonetary  assets should be based on the fair
value of the assets exchanged and APB No. 29 included certain  exception to this
principle.  However, FASB 153 eliminated the specific exceptions for nonmonetary
exchanges with a general exception rule for all exchanges of nonmonetaruy assets
that do not have commercial and economic substance.  A nonmonetary  exchange has
commercial  substance only if the future cash flows of the entity is expected to
change  significantly  as a result of the exchange.  This statement is effective
for nonmonetary  exchanges  occurring in fiscal periods beginning after June 15,
2005.

In  December  2004,  the FASB  issued a revised  SFAS No.  123,  Accounting  for
Stock-Based  Compensation,  which supersedes APB opinion No. 25,  Accounting for
Stock  Issued  to  Employees,  and its  related  implementation  guidance.  This
statement requires a public entity to recognize and measure the cost of employee
services it receives in exchange for an award of equity instruments based on the
grant-date fair value of the award (with limited  exceptions).  These costs will
be  recognized  over the period  during which an employee is required to provide
service in exchange for the award - the requisite  service  period  (usually the
vesting  period).   This  statement  also  establishes  the  standards  for  the
accounting  treatment  of these  share-based  payment  transactions  in which an
entity  exchanges  its equity  instruments  for goods or services.  It addresses
transactions  in which an entity  incurs  liabilities  in exchange  for goods or
services that are based on the fair value of the entity's equity  instruments or
that may be settled by the issuance of those equity instruments.  This statement
shall be  effective  the first  interim or annual  reporting  period that begins
after  December  15,  2005.  Implementation  of the revised  SFAS No. 123 is not
expected  to have a  significant  effect on the  Company's  financial  statement
presentation or its disclosures.

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

















                                       28
<PAGE>

ITEM 3.  CONTROL AND PROCEDURES.

As of the end of the period covered by this Quarterly Report on Form 10-QSB,  we
carried out an evaluation,  with the participation of our management,  including
our  Chief  Executive  Officer  and  Acting  Chief  Financial  Officer,  of  the
effectiveness of our disclosure  controls and procedures  pursuant to Securities
Exchange  Act Rule  13a-15.  Based  upon that  evaluation,  our Chief  Executive
Officer  and  Acting  Chief  Financial  Officer  concluded  that our  disclosure
controls and procedures are unsatisfied in ensuring that information required to
be disclosed  by us in the reports  that we file or submit under the  Securities
Exchange Act is recorded,  processed,  summarized and reported,  within the time
periods specified in the SEC's rules and forms.

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.

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:




                                       29
<PAGE>

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.

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 purchase  agreement  been signed with the  acquisition  of 51% of the equity
interest  of Hengyi.  The  closing of the  transaction  is waiting for the final
approval and issuing of the business certificate from the local government. As a
result, those financial statements are in the process of being prepared and will
be  filed  as soon as  practicable  following  the  closing  of the  transaction
described in the Form 8-K filed on October 5, 2004.












                                       30
<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: February 4, 2005
                                         By: /s/ MAO Peng
                                            ------------------------------------
                                            Name:  MAO Peng
                                            Title: Chairman and
                                            Chief Executive Officer

Date: February 4, 2005
                                         By: /s/ HUNAG Chentai
                                            ------------------------------------
                                            Name: HUANG Chentai
                                            Title: Chief Financial Officer

















                                       31