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

                                   FORM 10-QSB

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


                     FOR THE PERIOD ENDED SEPTEMBER 30, 2005

     / /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                                           13-2949462
-------------------------------                              -------------------
(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 8320 5758
                                              ------------------

                            (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 / /

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act.) YES / / NO /X/

There were 28,210,257  shares of the  registrant's  common stock  outstanding on
November 3, 2005.


<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PAGE NUMBERS TO BE UPDATED

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

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

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

  ITEM 3. CONTROL AND PROCEDURES..............................................27

PART II - OTHER INFORMATION...................................................27

  ITEM 1. LEGAL PROCEEDINGS...................................................27

  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.........27

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

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

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

  ITEM 6. EXHIBITS ...........................................................28






                                       2

<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS









                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
              (FORMERLY GLOBUS GROWTH GROUP INC.) AND SUBSIDIARIES


                        CONSOLIDATED FINANCIAL STATEMENTS


                            As of September 30, 2005
             And for three and nine months ended September 30, 2005





The consolidated financial statements of China Biopharmaceuticals Holdings, Inc.
and subsidiaries (collectively,  the "Company"),  included herein were prepared,
without audit,  pursuant to rules and regulations of the Securities and Exchange
Commission. Because certain information and notes normally included in financial
statements prepared in accordance with accounting  principles generally accepted
in the United States of America were condensed or omitted pursuant to such rules
and regulations,  these financial  statements should be read in conjunction with
the financial  statements  and notes thereto  included in the audited  financial
statements of the Company as included in the Company's  Form 10-KSB for the year
ended December 31, 2004.




















                                       3
<PAGE>
<TABLE>
<CAPTION>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
              (FORMERLY GLOBUS GROWTH GROUP INC.) AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                            AS OF SEPTEMBER 30, 2005
                                   (UNAUDITED)

                                                                              September 30,
                                                                                   2005
                                                                              -------------
<S>                                                                           <C>
Current Assets:
     Cash                                                                     $   2,007,819
     Accounts receivable-net (Note 3)                                             8,882,052
     Prepaid expenses                                                               108,704
     Inventory (Note 4)                                                           5,714,727
     Loan to Shareholders                                                                 0
                                                                              -------------
          Total current assets                                                   16,713,302

Fixed Assets, net (Note 5)                                                        5,358,394

Other Assets (Note 6)                                                            10,197,678
                                                                              -------------
          Total Assets                                                        $  32,269,375
                                                                              =============


LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
     Bank Loan                                                                $   4,506,464
     Accounts Payable                                                             8,328,970
     Other Payable                                                                  815,822
     Income taxes payable                                                           793,103
     Deferred revenue                                                               888,234
     Due to RPT                                                                   1,855,574
     Due to Shareholders                                                          1,512,534
     Due to Erye's Shareholders                                                     600,000
     Bond Payable                                                                   450,000
                                                                              -------------
          Total Current Liabilities                                              19,750,701

Long-term Liabilities
     Long-term  Loan                                                                544,046
                                                                              -------------
          Total Long-term Loan                                                      544,046

Minority interests                                                                3,906,024

Shareholders' Equity:
     Preferred stock, $0.01 par value, 10,000,000 shares authorized;                 10,900
          1,090,000 shares issued and outstanding as of September 30, 2005
     Common stock, $0.01 par value, 200,000,000 shares authorized;
          28,210,257 shares issued and outstanding as of September 30, 2005         282,103
     Common stock to be issued                                                          125
     Additional Paid-in capital                                                   6,137,828
     Retained earnings                                                            1,640,988
     Accumulated comprehensive (loss)                                                (3,339)
                                                                              -------------
        Shareholders' Equity                                                      8,068,605
                                                                              -------------
Total Liabilities and Shareholders' Equity                                    $  32,269,375
                                                                              =============
</TABLE>




                        See Notes to Financial Statements


                                       4
<PAGE>
<TABLE>
<CAPTION>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
              (FORMERLY GLOBUS GROWTH GROUP INC.) AND SUBSIDIARIES
                          CONSOLIDATED INCOME STATEMENT
            FOR NINE MONTHS AND THREE MONTHS ENDED SEPTEMBER 30, 2005
                                   (UNAUDITED)

                                                 For Nine Month Ended            For 3 Months Ended
                                                     September 30                    September 30
                                                 2005            2004            2005            2004
                                             ------------    ------------    ------------    ------------
<S>                                          <C>             <C>             <C>             <C>
Revenues
     Sales                                   $ 13,129,081         663,850    $  7,498,008         480,131
     Cost of sales                              9,430,835          60,015       5,498,940           7,048
     Business tax                                  16,142            --            13,540            --
                                             ------------    ------------    ------------    ------------
          Gross Profit                          3,682,103         603,835       1,985,527         473,083

Operating Expenses
     General and administrative                 2,039,938         818,071       1,078,393         786,575

                                             ------------    ------------    ------------    ------------
          Income from operations                1,642,165        (214,236)        907,134        (313,492)

Other income:

     Other income, net                            (35,694)         (6,815)        (23,119)         (6,962)
                                             ------------    ------------    ------------    ------------

          Income before income taxes            1,606,471        (221,051)        884,015        (320,454)

Income taxes                                         --           294,695            --           234,492

Minority interest                                 557,094         (43,153)        367,764         (47,073)
                                             ------------    ------------    ------------    ------------

Net income                                      1,049,378        (472,593)        516,252        (507,873)

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

Comprehensive Income                         $  1,049,378        (472,603)   $    516,252        (507,873)
                                             ============    ============    ============    ============

Basic and Fully Diluted Earnings per Share   $       0.04           (0.02)   $       0.02           (0.02)
                                             ============    ============    ============    ============

Weighted average shares outstanding            26,218,201      21,691,971      28,133,757      21,125,843
                                             ============    ============    ============    ============
</TABLE>



                        See Notes to Financial Statements


                                       5
<PAGE>

                     CHINA BIOPHARMACEUTICAL HOLDINGS, INC.
              (FORMERLY GLOBUS GROWTH GROUP INC.) AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                    FOR NINE MONTHS ENDED SEPTEMBER 30, 2005
                                   (UNAUDITED)

                                                       For the 9 Months Ended
                                                            September 30,
                                                         2005           2004
                                                     -----------    -----------

Operating Activities
--------------------
Net income                                           $ 1,049,377    $  (472,593)
Adjustments to reconcile net income to net cash
   provided(used) by operating activities:
Depreciation                                             429,040         11,332
Minority interest                                        851,123        (43,153)
Changes in operating assets and liabilities:                --             --
Accounts receivable                                    3,916,849        400,657
Inventories                                           (1,702,024)          (175)
Prepaid expense and other receivables                   (203,757)      (193,626)
Other assets                                             428,862           (402)
Payable and accrued expenses                          (4,606,424)        47,457
Due to Shareholders                                     (115,332)        21,600
Customer deposit                                         185,450       (128,071)
Taxes payable                                            (35,684)       294,690
                                                     -----------    -----------
Net cash provided(used) by operating activities          197,481        (62,284)

Investing Activities
--------------------
Business acquisitions-cash acquired                     (200,000)          --
Acquisition or Disposal of fixed assets                 (909,771)        (4,842)
                                                     -----------    -----------
Net cash provided(used) by investing activities       (1,109,771)        (4,842)

Financing Activities
--------------------
Processes from issuance of common stock                  397,000        300,000
Processes from issuance of preferred stock             1,090,000           --
Process from convertible notes                           450,000           --
Bank loan                                                516,073           --
                                                     -----------    -----------
Net cash provided by financing activities              2,453,073        300,000

Net increase in cash and cash equivalents              1,540,783        232,874
Effects of exchange rates on cash                           --              (11)
Cash at beginning of period                              467,036         88,277
                                                     -----------    -----------
Cash at end of period                                $ 2,007,819    $   321,140
                                                     ===========    ===========

Supplemental Disclosures of Cash Flow Information:
  Cash paid during year for:
     Interest                                        $   237,830    $      --
                                                     ===========    ===========
     Income taxes                                    $   110,219    $   356,840
                                                     ===========    ===========




                        See Notes to Financial Statements

                                       6
<PAGE>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



Note 1-  ORGANIZATION AND OPERATIONS

         CBH was  incorporated  under the laws of the State of  Delaware  in the
         United  States.  The  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
         Chemsource,  a company  established in the People's  Republic of China.
         Suzhou  Hengyi  Pharmaceuticals  of Feedstock  Co., Ltd  ("Hengyi"),  a
         Chinese  company  established  in  Suzhou  Province,  China,  which the
         Company acquired a 75.76% ownership on September 30, 2004.  Suzhou Erye
         Pharmaceutical  Limited Company ("Erye"), a Chinese company established
         in Suzhou Province,  China,  which the Company acquired a 51% ownership
         on June 11, 2005.

         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 CBH in
         exchange of 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.

         CBC owns 90% 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.

         The  principal  activities  of Hengyi  are sales and  manufacturing  of
         pharmaceutical  intermediates,  such as carbamazephine,  flumequine and
         iminostilbene carbonyl chloride in Mainland China.

         The  principal  activities  of Hengyi  are sales and  manufacturing  of
         pharmaceutical  intermediates,  such as carbamazephine,  flumequine and
         iminostilbene carbonyl chloride in Mainland China.

         The  principal  activities  of Erye  are  sales  and  manufacturing  of
         pharmaceutics approved for sale in Mainland China.

Note 2-  SIGNIFICANT ACCOUNTING POLICIES

         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 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.



                                       7
<PAGE>


                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



Note 2-  SIGNIFICANT ACCOUNTING POLICIES (continued)

         Basis of Presentation

         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.

         The accompanying  financial  statements are prepared in accordance with
         generally  accepted  accounting  principles  in the  United  States  of
         America ("US GAAP"). This basis of accounting differs from that used in
         the statutory accounts of the Company, which are prepared in accordance
         with  the   "Accounting   Standards  for  Business   Enterprises"   and
         "Accounting system for Business Enterprises" in the PRC ("PRC GAAP").

         Certain accounting principles, which are stipulated by US GAAP, are not
         applicable in the PRC. The difference  between PRC GAAP accounts of the
         Company and its US GAAP financial statements was immaterial.

         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.

         Equipment and machinery                                        6 years
         Motor vehicles                                                 8 years
         Furniture and fixtures                                         5 years
         Land use right                                                 50 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-evaluated the periods of amortization to determine
         whether   subsequent  events  and  circumstances  are  warrant  revised
         estimate of useful lives.


                                       8
<PAGE>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



Note 2-  SIGNIFICANT ACCOUNTING POLICIES (continued)

         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.

         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.

         Research and Development Costs

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

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

         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.

         Allowance for Doubtful Accounts

         The Company determines the allowance for doubtful accounts based on bad
         debt rate in prior year and other  factors.  The Company also  provides
         specific  provisions for bad debt if factors and circumstance  indicate
         the receivables are unlikely to be collected.




                                       9
<PAGE>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



Note 2-  SIGNIFICANT ACCOUNTING POLICIES (continued)

         Revenue and Revenue Recognition

         For fixed-price refundable new drugs 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.

         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 include
         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.


         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 estimate are made; however actual
         results could differ materially form those estimates.






                                       10
<PAGE>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



Note 2-  SIGNIFICANT ACCOUNTING POLICIES (continued)

         Comprehensive Income(Loss)

         SFAS No. 130, Reporting Comprehensive Income,  established standard 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 excepts those  resulting  form  investments by owners
         and  distributions  to owners.  Among other  disclosures,  SPAS No. 130
         requires  that all  items  that are  required  to be  recognized  under
         current accounting  standards as components of comprehensive  income be
         reported  in  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.

         Foreign Currency Translation

         The  Company  maintains  its books and  accounting  records  in Renminb
         ("RMB"), thePRC's currency.  Translation of dmcontracts.  RMB in United
         States dollars  ("US$") has been made at the single rate of exchange of
         US$1.00:RMB8.277. No representation is made that RMB amounts could have
         been or could be,  converted into US dollar at that rate. On January 1,
         1994, the PRC government introduced a single rate of exchange as quoted
         daily by the People's Bank of China (the "Unified Exchange Rate").  The
         quotation of the exchange rates does not imply free  convertibility  of
         RMB to other  foreign  currencies.  All foreign  exchange  transactions
         continue to take place either  through the Bank of China or other banks
         authorized  to buy and sell foreign  currencies  at the exchange  rates
         quoted by the  People's  Bank of China.  Approval  of foreign  currency
         payments by the Bank of China or other institutions requires submitting
         a payment application form together with supplier's invoices,  shipping
         documents and signed contracts.

         One July 21, 2005,  the People's Bank of China,  China's  central bank,
         announced  that,  beginning from July 21, 2005,  China will implement a
         regulated, managed floating exchange rate system based on market supply
         and demand and in  reference  to a package of  currencies.  RMB will no
         longer be pegged to the US dollar and the RMB exchange rate regime will
         be improved with greater flexibility.

         The People's Bank of China will announce the closing price of a foreign
         currency such as the US dollar traded against the RMB in the inter-bank
         foreign exchange market after the closing of the market on each working
         day,  and will make it the central  parity for the trading  against the
         RMB on the following working day.

         The exchange rate of the US dollar  against the RMB will be adjusted to
         8.11 yuan per US dollar on July 21, 2005.

         The  daily  trading  price  of the US  dollar  against  the  RMB in the
         inter-bank foreign exchange market will continue to be allowed to float
         within a band of 0.3 percent around the central parity published by the
         People's Bank of China,  while the trading  prices of the non-US dollar
         currencies  against  the RMB will be allowed  to move  within a certain
         band announced by the People's Bank of China.

         The  People's  Bank of China will make  adjustment  of the RMB exchange
         rate band when necessary according to market development as well as the
         economic  and  financial  situation.  The  People's  Bank of  China  is
         responsible for  maintaining the RMB exchange rate basically  stable at
         an adaptive and equilibrium level.




                                       11
<PAGE>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



Note 2-  SIGNIFICANT ACCOUNTING POLICIES (continued)

         Business Combination

         The Company accounts for its business combination using purchase method
         of  accounting.  This  method  requires  that the  acquisition  cost be
         allocated to the assets acquired and liabilities assumed based on their
         fair value. The Company makes judgments and and estimate in determining
         the fair value of the assets and liabilities acquired.

         Goodwill and Intangible Assets

         Goodwill represents the excess of purchase price over fair value of the
         identifiable  assets and  liabilities  acquired as a result of business
         acquisition.  The Company adopts the Statement of Financial  Accounting
         Board 142 Goodwill and Intangible Asset. Under SFAS 142, Goodwill is no
         longer  amortized,  but tested for  impairment  upon first adoption and
         annually  thereafter,  or more  frequently  when  events or  changes in
         circumstance indicate that it might be impaired. The Company assess its
         goodwill in accordance with SFAS 142.

         Interim financial information

         The unaudited  balance  sheet,  the unaudited  statements of income and
         cash  flows  have  been  prepared  in  accordance  with  United  States
         generally   accepted   accounting   principles  for  interim  financial
         information.  In our opinion,  all  adjustments  (consisting  solely of
         normal recurring accruals) considered necessary for a fair presentation
         of the financial  position,  results of operations and cash flows as at
         September  30, 2005,  and 2004,  have been  included.  Readers of these
         financial  statements should note that the interim results for the nine
         month periods ended September 30, 2005, and September 30, 2004, are not
         necessarily  indicative  of the results  that may be  expected  for the
         fiscal year as a whole.








                                       12
<PAGE>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


Note 2-  SIGNIFICANT ACCOUNTING POLICIES (continued)

         Earnings (Loss) Per Share

         Basic  earning(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.
         Since the Company's common stock currently does not trade, the dilutive
         effect of any  warrants or  convertible  notes  outstanding  can not be
         determined.

Note 3-  ACCOUNTS RECEIVABLE

         Accounts receivable consist of the following: September 30 2005

         Accounts receivable                                       $  9,654,965
         less: Allowance for bad debt                                   772,913
                                                                   ------------
         Accounts  receivable, net                                 $  8,882,052
                                                                   ============


         During  2004,  the  Company  recognized  bad debt  expenses of $538,843
         relating to sales record 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.

Note 4-  INVENTORY

         Inventory consists of following:

                                                                   September 30
                                                                       2005
                                                                   ------------
         Finished goods                                            $  2,223,705
         Packing materials and supplies                               1,889,985
         Work in progress                                             1,601,037
                                                                   ------------
                                                                   $  5,714,727
                                                                   ============

Note 5-  FIXED ASSETS

         Fixed assets consists of the following:

                                                                   September 30
                                                                       2005
                                                                   ------------

          Plant, Equipment                                         $  9,241,505
          Less: Accumulated depreciation                             (4,193,591)
                                                                   ------------
                                                                      5,047,913

          Construction in progress                                      310,481
                                                                   ------------
                                                                   $  5,358,394
                                                                   ============


                                       13
<PAGE>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 6-  OTHER ASSETS

         Other assets consists of the following:

                                                                    September 30
                                                                        2005
                                                                    ------------

         Cost of land use right                                     $  4,670,389
         Less: Accumulated amortization                                   85,164
                                                                    ------------
                                                                       4,585,225

         Deferred consultant expenses                                    179,250
         Less: Accumulated amortization                                  125,339
                                                                    ------------
                                                                          53,911

         Laboratory use right                                            344,750
         Less: Accumulated amortization                                   69,824
                                                                    ------------
                                                                         274,926

         Computer software                                                 6,343
         Less: Accumulated amortization                                    5,638
                                                                    ------------
                                                                             705

         Goodwill                                                      5,198,887

         Deferred taxes                                                   84,024
                                                                    ------------
                                                                    $ 10,197,678
                                                                    ============

Note 7-  AMOUNT DUE TO SHAREHOLDERS

         Amounts due to shareholders consist of the following:
                                                                    September 30
                                                                        2005
                                                                    ------------
         Due to shareholders                                        $  1,512,534


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



                                       14
<PAGE>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



Note 8-  BUSINESS COMBINATIONS

         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.

         The following summarizes the acquisition:

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

         On  September  29,  2004,  the  Company  acquired a 75.7606%  ownership
         interest  of  Suzhou  Hengyi  Pharmaceuticals  of  Feedstock  Co.,  Ltd
         ("Hengyi"),   a  Chinese  company  established  in  Suzhou,  China  for
         1,200,000 of common shares valued at $1.00 per share or $1,200,000  and
         additional  $1,600,000 as an additional  contribution into the acquired
         Hengyi  for  working  capital  and/or  expansion  purposes.   The  cash
         contribution is to be made in installments beginning in 2005.

         On June 11,  2005,  the Company  acquired a 51%  ownership  interest of
         Suzhou Erye Pharmaceutical  Limited Company ("Erye"), a Chinese company
         established  in  Suzhou,  China for  $80,000 in cash and  3,300,000  of
         common  shares  valued  at $1.00  per share or  $3,300,000.  Also,  the
         Company will  contribute an  additional  $2,200,000 to Erye for working
         capital and/or expansion purposes.  The cash contribution is to be made
         in installments.  The current shareholders will be entitled all profits
         made from June 11, 2005 to the date Government  approval is granted for
         the change in  ownership.  On June 30,  2005,  the Company  owes Eyre's
         shareholders $600,000 of the purchase price.







                                       15
<PAGE>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

      Note 10-   COMMON STOCK

         On December 17, 2004, the Company issued 600,000 shares of common stock
         to Gang Zhu and another 600,000 shares of common stock to Fu Ying Chou,
         both are  shareholders of Suzhou Hengyi  Pharmaceutical  Feedstock Co.,
         Ltd. pursuant to the acquisition of Hengyi effective October 1, 2004.

         During  October 2004 the Company  engaged a  consultant  for six months
         ending  March  31,  2005.  The  terms  of the  agreement  are  for  the
         consultant  to receive a cash  payment of $4,000  plus 2,500  shares of
         common  stock  valued at $2,500  and  10,000  three  year  warrants  to
         purchase  common  stock at $0.50  per  share,  each  month  during  the
         agreement with the first month free. The common shares are being valued
         at $1.00 per share and the warrants are valued at $0.58 per warrant for
         a total  monthly  cost to the  Company  of $10,205  for the  consulting
         services.

         During January 2005, the Company issued $500,000 face value convertible
         notes  payable 180 days from the date of issue with  interest at 7% per
         annum.  The notes are  convertible  into common stock of the Company at
         $1.00 per share.  Attached  to the notes are three year  warrants  that
         allow the holder to purchase shares of common stock at $1.50 per share.
         Relating to the convertible notes issuance, the Company paid investment
         banking fees of $40,000 in cash and issued  65,000  shares common stock
         valued at  $65,000  and 26,666  three year  warrants  to  purchase  the
         Company's  common  stock at $1.50 per share  valued at $3,200 using the
         Black-Schole  pricing  model for a total of $108,200  of note  issuance
         expense to be amortized over the life of the note.

         On March 8, 2005,  the Company issued 300,000 shares of common stock to
         China Pharmaceutical  University located in Nanjing, China, pursuant to
         a joint  laboratory  agreement  and agreed to invest  $36,245  into the
         laboratory in the next five years.  The value of the 300,000 shares has
         not been stated in the agreement. However, the management estimated the
         stock as $1.00 per share.

         During  April 2005 the Company  engaged a  consultant  for seven months
         ending  October  31,  2005.  The  terms  of the  agreement  are for the
         consultant  to receive a cash payment of $50,000 plus 50,000  shares of
         common  stock  valued at $50,000.  The  Company  also  engaged  another
         consultant  for  one  year  ended  March  31,  2006.  The  term of this
         agreement  is for the  consultant  to receive  60,000  shares of common
         stock  valued at $60,000  and 35,000  three year  warrants  to purchase
         common stock at $2.00 per share valued at $19,250.

         During June 2005, the Company issued  $1,090,000 face value convertible
         preferred  with interest at 7% per annum to the  investor.  The Company
         issued to the investors shares of Series A Convertible Preferred Stock,
         face  value  $1.00  per  share,   purchase  price  US$1.00  per  share,
         convertible  at a ratio of 1:1 into  shares of the common  stock of the
         Company. The Company also issued to the investors one warrant for every
         one share of Series A Convertible  Preferred Stock subscribed under the
         subscription  agreement.  The exercise price of these Warrants is $2.00
         per share of common stock.  Pursuant to these  Warrants,  the investors
         are entitled to purchase an aggregate amount of 1,090,000 shares of the
         Company's  common stock.  Relating to the convertible  preferred shares
         issuing,  the Company paid fees of $80,750 in cash,  and issued  76,500
         shares of common  stock  valued  at  $76,500,  and  76,500  three  year
         warrants to purchase the Company's common stock at $2.00 per share.

         During September 2005, the convertible  notes due on September 30, 2005
         were extended 90 days. Additionally, since the Company did not register
         the  underlying  stock for the  conversion of the notes and warrants by
         July 30, a penalty provision was trigged,  whereby the conversion price
         of the  convertible  notes  drops  $0.05 per month (at  October  1, the
         conversion  price was $0.70 per share) and the number of  warrants  the
         note holders was to receive increases 5% per month.


                                       16
<PAGE>

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

Note 11-  WARRANT OUTSTANDING

         The following  list the warrants  outstanding  as of September 30, 2005
         which call for the common stock of the Company.


               HOLDERS             NUMBER   EXCISE PRICE      EXCISE PERIOD

         CFSG1                     10,000      $0.50      2004-10-1 through
                                                          October 2007

         Wellfleet Capital, LLP    26,667      $1.50      January 2005 through
                                                          January 2008

         Holders of Notes         450,000      $1.25      January 2005 through
                                                          January 2008

         Holders of Preferred
         Convertible            1,090,000      $2.00      3 years from the
                                                          effectiveness of the
                                                          company's registration
                                                          statement

         Wellfleet Capital, LLP    76,500      $2.00      3 years from the
                                                          effectiveness of the
                                                          company's registration
                                                           statement
                                 ------------
         Total                      1,653,167
                                 ============


         In October of 2004, the Company granted to CGF1 of the warrant right to
         purchase at 0.50 for a period of 3 years for its work as the  Company's
         consultant. Total warrant amount to be purchase is 10,000.

         In January of 2005,  the  Company  raised  gross  proceeds  of $500,000
         through the sales of promissory note to accredited  investors ("Note").
         The Company  further  granted to holders of the Note with warrant right
         to  purchase  at a price of $1.50 for a period of three  years from the
         date of sales of the Note.  The purchase price shall be $1.50 per share
         with the underlying  shares to be registered  within 120 days after the
         date of sales of the Note.  The Company agreed to prepare and file with
         the SEC a  registration  statement  covering  the  resale of the common
         stock on or  before  April  30,  2005 for  certain  investors.  If such
         registration statement covering the shares of common stock to which the
         promissory  note can be  converted  was not  declared  effective  on or
         before April 30, 2005, then the conversion  price will be reduced by 5%
         or $0.05 per share and the warrant  amount will be  increased by 5% per
         month for every month. To such date there is no effective  registration
         statement for the underlying securities.  As of the September 30, 2005,
         the Note of amounting of $450,000 has been agreed extend until December
         31,  2005.  Total  warrant  amount,  including  compensation  for  late
         registration,  to be  purchased  is  450,000.  The price is  reduced to
         $1.25.

         In January of 2005, the Company  granted to Wellfleet  Capital,  LLP of
         the warrant right to purchase at a price of $1.50 for a period of three
         years for its work of $500,000  proceeds raised through the sale of the
         promissory note. Total warrant amount to be purchase is 26,667.



                                       17
<PAGE>
<TABLE>
<CAPTION>


                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

NOTE11-  WARRANT OUTSTANDING (CONTINUED)

         In June of 2005,  the Company  has  conducted  a private  placement  of
         $1,090,000  through  issuance of Series A Convertible  Preferred  Stock
         with face value of $1.00 per share,  purchase  price  US$1.00 per share
         convertible  at a ratio of 1:1 into  shares of the common  stock of the
         Company.  The Company also issued to the  Investors one (1) warrant for
         every one (1) share of Series A Convertible  Preferred Stock subscribed
         under the subscription agreement.  The exercise price of these Warrants
         is $2.00 per share of common  stock.  Pursuant to these  Warrants,  the
         Investors  are  entitled to purchase an  aggregate  amount of 1,090,000
         shares of the Company's common stock.  These Warrants will expire three
         (3) years from the effectiveness of the registration statement that the
         Company is  required  to file with the SEC.  The Company is required to
         file  with  the  Securities  and  Exchange  Commission  a  registration
         statement,  covering  the resale of all the  shares of common  stock to
         which the Series A Preferred Convertible Stock may be converted and the
         shares  underlying the Warrants issued or issuable to investors  before
         October  15,  2005  If  such  registration  statement  is not  declared
         effective on or before October 15, 2005, then the conversion price will
         be  reduced  by 5% or $0.05 per share and the  warrant  amount  will be
         increased  by 5% per month for every  month.  To such date  there is no
         effective registration statement for the underlying securities.

         In June of 2005, the Company granted to Wellfleet  Capital,  LLP of the
         warrant  right to  purchase  at a price of $2.00  for a period of three
         years for its work of $1,090,000  proceeds  raised  through the sale of
         Series A  Convertible  Preferred  Stock.  Total  warrant  amount  to be
         purchase is 76,500.




NOTE12-  PRO FORMA

         On June 11, 2005,  the Company  entered  into an agreement  with Suzhou
         Erye Pharmaceutical Manufacturing Ltd. To purchase 51% of the ownership
         controlling  interest  the  manufacturer.  The Company  determined  the
         acquisition date was June 11, 2005 and consolidated the revenue,  cost,
         expenses and income  subsequent to the acquisition  date. The following
         unaudited pro forma  information  is prepared as if the  acquisition of
         Erye were consummated at the beginning of the fiscal year presented.


                                            Twelve Months Ended    Nine Months Ended
                                              December 31 2004     September 30, 2005
         <S>                                  <C>                  <C>

         Revenue                                  21,185,949           21,751,150
         Net Income                                  831,713            1,165,339
         Basic and diluted  EPS                         0.03                 0.04
         Weighted Average Shares Outstanding      24,358,757           26,218,201
</TABLE>







                                       18
<PAGE>

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

Forward-Looking Statements:

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

OVERVIEW

China Biopharmaceuticals  Holdings, Inc. ("we", "us", "our" or "the Company") is
a  bio-pharmaceutical  company  focused on research  discovery,  development and
commercialization  of innovative drugs in People's Republic of China ("China" or
"PRC").

The Company, 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. ("CBH"), its wholly owned subsidiary in the state of Delaware on
August 28, 2004 through an internal  re-organizational  merger. Effective August
28, 2004,  CBH  completed  the  acquisition  of China  Biopharmaceuticals  Corp.
("CBC"),  a British  Virgin Islands  corporation  as the parent,  the management
company and holder of 90% of the ownership  interest in its then 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 China and engaged in the
discovery,  development and  commercialization  of innovative  drugs and related
bio-pharmaceutical  products in China.  Nanjing Keyuan  Pharmaceutical  R&D Co.,
Ltd. was established in March 2000 in Nanjing City of Jiangsu  Province,  China.
It  was  founded  and  spear-headed  by  graduates  from  China   Pharmaceutical
University to engage in new drug  research and discovery and in the  development
of new drug screening technologies.



                                       19
<PAGE>

On February 27, 1986, the  stockholders of the Company  approved the divestiture
and sale of  those  assets  of the  Company  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
Company's then owned premises. The sale was consummated as of February 28, 1986.
After such  divestiture,  the Company'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  Company  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
Company'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 Company is no longer a BDC and will continue as an
operating company.

On  August  4,  2004,  the  Company  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 our company and its wholly owned  subsidiary  in the State of Delaware  under
the current name of the Company,  China  Biopharmaceuticals  Holdings,  Inc. The
Agreement and Plan of Merger  Agreement  provided for a tax-free  reorganization
pursuant  to  the  provisions  of  Section  368 of the  Internal  Revenue  Code,
according to which Globus,  Inc.  merged with and into the Company,  ceasing its
corporate  existence and having the Company 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
Company. On August 28, 2004, the internal  reorganizational Merger was completed
with Globus merging into the Company as the surviving entity.

Pursuant  to a share  exchange  agreement  ("Exchange  Agreement")  between  the
Company,  CBC, Keyuan,  and MAO Peng as the sole shareholder of CBC, our company
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
1933, as amended "the  Securities  Act") common stock of our company,  par value
$0.01 per share,  representing  approximately  90% of the issued and outstanding
common  capital stock of our company  following the time of the issuance.  There
are currently  28,210,257  issued and outstanding  shares of common stock of the
reorganized Company.

On September 29, 2004, the Company signed a purchase agreement which was amended
on December 31, 2004 to acquire a 75.7606%  ownership  interest of Suzhou Hengyi
Pharmaceuticals of Feedstock Co., Ltd ("Hengyi"),  a Chinese company established
in Suzhou,  China for  1,200,000 of common shares and  additional  $1,600,000 as
additional  contribution  into the acquired  Hengyi for working  capital  and/or
expansion purposes. The cash contribution is to be made in installments.

On June 11, 2005, the Company signed a purchase  agreement  which was amended on
August 3, 2005 under which, the Company acquired controlling  ownership interest
(approximately  51%) in Suzhou Erye Pharmaceutical  Limited Company ("Erye"),  a
Chinese company  established in Suzhou,  China. Total  consideration paid by the
Company to acquire 51% ownership  interest in Erye is $3,000,000 cash to be paid
in  installments,  and  3,300,000 of common  shares valued at $1.00 per share or



                                       20
<PAGE>

$3,300,000.  Out of the  $3,000,000  to be  paid  in  cash,  $2,200,000  will be
contributed to the acquired Erye for working capital and/or expansion  purposes.
The acquisition is pending on the Company's listing on the NASD Over The Counter
Bulletin Board Market in a reasonable time.

The shares of common stock of the Company are  currently not quoted on any stock
exchange  but we have  applied  for trading  with the Over the Counter  Bulletin
Board  ("OTC  Bulletin   Board")  under  the  symbol  CBIO.OB  and  our  listing
application  has been  accepted.  We are being  considered  for approval of such
listing application although no assurance can be given in this regard.

Although  to date  we have  been  successful  in  developing  our  business  and
products,  we  face  many  challenges  typically  faced  by a  growing  company,
including  limited  access to capital,  competition,  research  and  development
risks,  among many other risks. Our inability to overcome these risks could have
an  adverse  effect  on  our  operations,  financial  condition  and  prospects.
Investments in our company may also be materially and adversely  affected by the
fluctuation of the Renminbi.

Brief Description of the Company's Subsidiaries and Business

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  Company.  CBC  currently  owns  approximately  90%  of the
ownership  interest in  Chemsource,  its drug discovery arm. 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.

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.



                                       21
<PAGE>

The  Company's  subsidiary  Hengyi  specializes  in  research  and  development,
production  and  sales  of  pharmaceutical  products  as well as  chemicals  and
intermediaries  used in  pharmaceutical  products.  Hengyi has extensive product
pipeline  containing  twenty  six  major  products  that  are raw  material  and
intermediaries  for making  pharmaceutical  products.  More than 90% of Hengyi's
products are exported to North  America,  South America and European  countries.
Among  the  end  user   customers  of  Hengyi  are   companies   such  as:  TEVA
Pharmaceutical  Industries Ltd., TARO  Pharmaceutical  Industries Ltd.  Euticals
SPA,  ARASTO   Pharmaceutical   Chemical  Inc.,  Globe  Chemicals,   Biesterfeld
Siemsgluess  International  and Beckman  Coulter Inc. Hengyi can manufacture and
provide most of the raw  materials for when the Company  starts  commercializing
its new  drugs,  enabling  the  Company  to lower its  production  cost and gain
competitive advantages over its competitors.

The  Company's  subsidiary,  Erye,  specializes  in  research  and  development,
production  and sales of  pharmaceutical  products as well as chemicals  used in
pharmaceutical  products.  The  acquisition of 51% of the ownership  interest of
Erye,  adds  new  drug  products  to  the  Company's   pipeline,   manufacturing
capabilities that comply with China Good Manufacturing  Practices (GMP) standard
and  marketing  network  that covers 25  provinces  in China.  Erye has obtained
production  certificates  for 68 drug items,  among which 27 are in  production,
mainly  antibiotics drugs such as Cefotaxime  Sodium for injection,  Ceftriaxone
Sodium for injection,  Amoxicillin for injection,  and Compound  Amoxicillin for
injection.  Erye's  sales  exceeded  $20  million  in 2004,  with  raw  material
Acetylspiramycin  per oral taking 15% of domestic market share,  and Cloxacillin
Sodium taking 80% of domestic market share.


GENERAL  RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED  SEPTEMBER 30, 2005 AS
COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2004

On September 29, 2004, the Company signed a purchase agreement which was amended
on December 31, 2004 to acquire a 75.7606% ownership interest of Hengyi. On June
11, 2005, the Company signed a purchase agreement which was amended on August 3,
2005 to acquire  approximately  51%  ownership  interest  of Erye.  The  current
financial  statements  of the  Company  reflect  the  revenue and profit of both
Hengyi and Erye for the three months ended Septemebr 30, 2005.

(1)  REVENUE.
Revenue for the three months ended September 30, 2005 was $7,498,008,  while the
Company's  revenue for the three months ended  September  30, 2004 was $480,131,
representing  a 1,462%  increase.  The  increase is  attributable  primarily  to
revenues  generated  by Erye and  Hengyi  which  were not part of the  Company's
revenue in the three months ended  September  30, 2004 as well as to an increase
in the R&D services,  licensing of access to Keyuan's proprietary  screening and
testing platforms during the three months ended September 30, 2005.

(2) R&D.
R&D cost for the three months ended  September 30, 2005 was $144,558 as compared
to $51,657 for the three months ended September 30, 2004, representing a 179.84%
increase.  The increase is mainly  attributable  to R&D costs of Erye and Hengyi
which were not part of the  Company's  R&D costs  during the three  months ended
September 30, 2004.

(3) GROSS PROFIT.
Gross  profit  in  the  three  months  ended  September  30,  2005  amounted  at
$1,985,527, as compared to a gross profit of $473,083 for the three months ended
September 30, 2004,  representing a 319.7% increase. The gross profit margin for
the three  months  ended  September  30 was 26.48% as compared to 98.53% for the



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<PAGE>

three  months  ended  September  30,  2004.  In the third  quarter of 2005,  the
Company's sales increased significantly.  The decrease in gross profit margin is
mainly  due to  Hengyi's  and  Erye's low gross  profit  margins  which were not
reflected  in the  Company's  financial  statements  for the three  months ended
September 30, 2004.

(4) GENERAL AND ADMINISTRATIVE EXPENSES
General and  administrative  expenses for the three months ended  September  30,
2005 was $1,078,393 as compared to $786,575 for the three months ended September
30, 2004  representing a 37.1%  increase.  General and  administrative  expenses
increased  significantly  for the three months ended  September  30, 2005 due to
general and administrative  expenses incurred by Hengyi and Erye for that period
and which were not reflected in the Company's financial statements for the three
months ended September 30, 2004.

(7) NET INCOME
Net income  for the three  months  ended  September  30,  2005 was  $516,252  as
compared to net loss  of$507,873 for the three months ended  September 30, 2004.
The net income significantly  increased for the three months ended September 30,
2005 and the increase is mainly  attributable  to the  performance  of Keyuan as
well as to net  income  of Erye  and  Hengyi  which  was  not  reflected  in the
Company's financial statements for the three months ended September 30, 2004.

GENERAL  RESULTS OF OPERATIONS  FOR THE NINE MONTHS ENDED  SEPTEMBER 30, 2005 AS
COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2004

On September 29, 2004, the Company signed a purchase agreement which was amended
on December 31, 2004 to acquire a 75.7606% ownership interest of Hengyi. On June
11, 2005, the Company signed a purchase agreement which was amended on August 3,
2005 to acquire  approximately  51%  ownership  interest  of Erye.  The  current
financial statements of the Company reflects Hengyi's revenue and profit for the
nine months ended September 30, 2005 and the revenue of Erye for the period from
June 11, 2005 to September 30, 2005.

(1) REVENUE.
Revenue for the nine months ended on September 30, 2005 was $13,129,081 compared
to  $663,850  for the nine months  ended  September  30,  2004,  representing  a
1877.28% increase.  The increase is attributable primarily to revenues generated
by Erye and Hengyi  which were not part of the  Company's  revenues  in the nine
months ended  September 30, 2004, as well as to an increase in the R&D services,
licensing  of access to Keyuan's  proprietary  screening  and testing  platforms
during the nine months ended September 30, 2005.

(2) R&D.
R&D cost for the nine months ended  September  30, 2005 was $297,864 as compared
to $154,971 for the nine months ended September 30, 2004,  representing a 92.21%
increase.  The  increase is mainly  attributable  to the R&D costs of Hengyi and
Erye which were not part of the Company's R&D costs during the nine months ended
September 30, 2004.

(3) GROSS PROFIT.
Gross profit in the nine months ended September 30, 2005 amounted at $3,682,103,
as compared to a gross profit of $603,835  for the nine months  ended  September
30, 2004,  representing a 509.78% increase. The gross profit margin for the nine
months  ended  September  30, 2005 was 28.05% as compared to 90.96% for the nine



                                       23
<PAGE>

months  ended  September  30,  2004.  In the first three  quarters of 2005,  the
Company's sales increased significantly.  The decrease in gross profit margin is
mainly  due to the low gross  profit  margins  of Hengyi and Erye which were not
reflected  in the  Company's  financial  statements  for the nine  months  ended
September 30, 2004.

(4) GENERAL AND ADMINISTRATIVE EXPENSES
General and administrative expenses for the nine months ended September 30, 2005
was  $2,039,938 as compared to $818,071 for the nine months ended  September 30,
2004  representing  a 149.36%  increase.  General  and  administrative  expenses
increased  significantly  for the nine months  ended  September  30, 2005 due to
general and administrative  expenses incurred by Hengyi and Erye for that period
and which were not reflected in the Company's financial  statements for the nine
months ended September 30, 2004.

(7) NET INCOME
Net income for the nine  months  ended  September  30,  2005 was  $1,049,378  as
compared to a net loss of $472,603 for the nine months ended September 30, 2004.
The net income of the Company has  increased  significantly  for the nine months
ended  September 30, 2005 and the increase is attributable to the performance of
Keyuan as well as to net income of Erye and Hengyi  which was not  reflected  in
the Company's financial statements for the nine months ended September 30, 2004.

LIQUIDITY AND CAPITAL RESOURCES

For the three  months  ended  September  30,  2005,  net cash used by  operating
activities was $106,507,  net cash used in investing activities was $502,389 and
net  cash  provided  by  financing  activities  was  $334.111.   Cash  and  cash
equivalents  as of September 30, 2005 was  $2,007,819.  Net decrease in Cash and
cash equivalents for the three months ended September 30, 2005 was $274,785. For
the nine months  ended  September  30,  2005,  net cash  provided  by  operating
activities  was $197,481,  net cash used in investing  activities was $1,109,771
and net cash provided by financing  activities was  $2,453,073.  Net increase in
Cash and cash  equivalents  for the nine  months  ended  September  30, 2005 was
$1,540,783.

In January of 2005, the Company  raised gross  proceeds of $500,000  through the
sales of promissory note to accredited investors ("Note").  The Convertible loan
is 7% interest rate per annually and payable with interest.  The principle is to
be paid upon maturity, which is 180 days from the date of the sales of the Note.
The  Company  granted to holders of the Note the right to convert  all,  but not
less than all,  of the Note into  common  stock by  electing to convert the face
value of the Note at or prior to maturity  at one dollar per share.  The Company
further granted to holders of the Note with warrant right to purchase at a price
of $1.50 for a period  of three  years  from the date of sales of the Note.  The
purchase  price  shall be $1.50  per  share  with the  underlying  shares  to be
registered  within  120 days  after the date of sales of the Note.  The  Company
agreed to prepare and file with the SEC a  registration  statement  covering the
resale of the common stock on or before April 30, 2005 for certain investors. If
such  registration  statement  covering  the shares of common stock to which the
promissory  note can be converted was not declared  effective on or before April
30, 2005, then the conversion price will be reduced by 5% or $0.05 per share and
the warrant  amount will be increased  by 5% per month for every month.  To such
date there is no effective registration statement for the underlying securities.

In June of 2005,  pursuant to an exemption under the Securities Act, the Company
has conducted a private placement of approximately $1,090,000 with 28 accredited
investors,  one of which is a director  of the  Company  ("Investors"),  through
issuance of Series A  Convertible  Preferred  Stock.  The Company  issued to the



                                       24
<PAGE>

Investors shares of Series A Convertible Preferred Stock, ("Series A Convertible
Preferred  Stock") face value $1.00 per share,  purchase price US$1.00 per share
("Purchase  Price")  convertible  at a ratio of 1:1  ("Conversion  Ratio")  into
shares of the common stock  ("Common  Stock") of the  Company.  The Company also
issued  to the  Investors  one (1)  warrant  for every one (1) share of Series A
Convertible  Preferred Stock subscribed under the  subscription  agreement.  The
exercise price of these Warrants is $2.00 per share of common stock. Pursuant to
these  Warrants,  the Investors are entitled to purchase an aggregate  amount of
1,090,000 shares of the Company's common stock. These Warrants will expire three
(3) years from the effectiveness of the registration  statement that the Company
is  required  to file with the SEC.  The  Company is  required  to file with the
Securities and Exchange Commission a registration statement, covering the resale
of all the shares of common  stock to which the Series A  Preferred  Convertible
Stock may be converted and the shares underlying the Warrants issued or issuable
to  Investors  before  October 15, 2005 If such  registration  statement  is not
declared effective on or before October 15, 2005, then the conversion price will
be reduced by 5% or $0.05 per share and the warrant  amount will be increased by
5% per month for every month.  To such date there is no  effective  registration
statement for the underlying securities.


Going forward,  our primary requirements for cash consist of: (1) acquisition of
additional  pharmaceutical  manufacturing companies with GMP standard facilities
in order to  commercialize  new drugs in our  extensive  new drug  pipeline  and
further  extend of product  pipeline and expand the Company's  sales network (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 of capital may be needed for
Company's expansion. We are exploring bank loans and private equity financing to
finance such  expenditures and intend to raise equity through the capital market
once our shares are traded.

MANAGEMENT ASSUMPTIONS

Management anticipates,  based on internal forecasts and assumptions relating to
our current  operations,  that existing cash and funds generated from operations
may not be  sufficient  to meet  capital  requirements  for  future  acquisition
activities.  We could therefore be required to seek additional financing.  There
can be no assurance that we will be able to obtain such additional  financing at
acceptable terms to us, 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.  The value of
the Renminbi  against the U.S. dollar and other  currencies may fluctuate and is
affected by, among other  things,  changes in the PRC's  political  and economic
conditions.  As we rely entirely on revenues  earned in the PRC, any significant
revaluation of the Renminbi may materially and adversely  affect our cash flows,
revenues and  financial  condition.  For example,  to the extent that we need to
convert U.S. dollars we receive from an offering of our securities into Renminbi
for our operations,  appreciation of the Renminbi  against the U.S. dollar could
have a material adverse effect on our business,  financial condition and results
of operations.




                                       25
<PAGE>

Conversely,  if we decide to convert  our  Renminbi  into U.S.  dollars  for the
purpose of making  payments  for  dividends  on our  common  shares or for other
business purposes and the U.S. dollar appreciates against the Renminbi, the U.S.
dollar equivalent of the Renminbi we convert would be reduced. To date, however,
we have not engaged in transactions of either type.

Since 1994 the PRC has pegged the value of the Renminbi to the U.S.  dollar.  We
do not  believe  that this  policy  has had a material  effect on our  business.
However,   there  have  been   indications   that  the  PRC  government  may  be
reconsidering  its monetary  policy in light of the overall  devaluation  of the
U.S. dollar against the Euro and other currencies  during the last two years. In
September  2005,  the PRC  government  revalued the Renminbi by 2.3% against the
U.S. dollar,  moving from Renminbi 8.28 to Renminbi 8.09 per dollar.  Because of
the pegging of the Renminbi to the U.S.  dollar is loosened,  we anticipate that
the value of the Renminbi  appreciate  against the dollar with the  consequences
discussed above.





















                                       26
<PAGE>

ITEM 3.  CONTROL AND PROCEDURES.


Evaluation  of  Disclosure  Controls  and  Procedures  - We maintain a system of
disclosure  controls  and  procedures  that are  designed  for the  purposes  of
ensuring  that  information  required  to be  disclosed  in our  Securities  and
Exchange  Commission  ("SEC")  reports is recorded,  processed,  summarized  and
reported  within the time periods  specified  in the SEC's rules and forms,  and
that  such  information  is  accumulated  and  communicated  to our  management,
including  our Chief  Executive  Officer  ("CEO")  and Chief  Financial  Officer
("CFO"),   as  appropriate  to  allow  timely   decisions   regarding   required
disclosures.

As of  the  end of  the  period  covered  by  this  report,  we  carried  out an
evaluation, under the supervision and with the participation of our CEO and CFO,
of the  effectiveness  of our  disclosure  controls and procedures as defined in
Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended. Based on that
evaluation,  our  CEO  and  CFO  concluded  that  our  disclosure  controls  and
procedures are effective.

Changes in Internal Control Over Financial  Reporting - There has been no change
in our internal  control over  financial  reporting  during the third quarter of
2005 that has materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.



PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

None.

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

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5.  OTHER INFORMATION

None



                                       27
<PAGE>

ITEM 6.       EXHIBITS

(a) Exhibits

The following exhibits are filed as part of this report:


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



10.1              Amendment  to Purchase  Agreement  dated August 3, 2005 by and
                  between 38 persons  including and represented by Shi Mingsheng
                  and China  Biopharmaceuticals  Holdings, Inc. (incorporated by
                  reference to exhibit 10.2 of the Company's quarterly report on
                  form 10QSB filed with the Securities  and Exchange  Commission
                  on August 15, 2005).

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


















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<PAGE>

SIGNATURES



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

                     CHINA BIOPHARMACEUTICALS HOLDINGS, INC.

Date: November 14, 2005
                           By:  /s/ MAO Peng
                              ---------------------------------
                              Name:  MAO Peng
                              Title: Chairman and
                              Chief Executive Officer
Date: November 14, 2005
                           By:  /s/ HUNAG Chentai
                              ---------------------------------
                              Name: HUANG Chentai
                              Title: Chief Financial Officer










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