UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A
                                (Amendment No.1)

                                   (Mark One)

[X]  QUARTERLY  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     Of 1934

                  For the Quarterly Period Ended June 30, 2008

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT
     Of 1934

              For the Transition Period from _________ to _________

                        Commission file number: 000-29523

                           China Pharma Holdings, Inc.
             (Exact name of registrant as specified on its charter)

               Delaware                                         73-1564807
(State or other  jurisdiction of incorporation                (IRS Employer
            or organization)                                Identification No.)

         2nd Floor, No. 17, Jinpan Road, Haikou, Hainan Province, China
                    (Address of principle executive offices)

                            0086-898-66811730 (China)
              (Registrant's telephone number, including area code)
                                   Copies to:

                                   Charles Law
                                King and Wood LLP
                        Suite 1175, 125 S Market Street,
                               San Jose, CA 95113

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the 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]

As of June 30, 2008,  42,278,938  shares of China Pharma  Holdings,  Inc. common
stock, par value $0.001 per share, were outstanding.

Transitional Small Business disclosure format:  Yes [  ]     No [X]



<PAGE>

EXPLANATORY NOTE

      The  registrant  filed a Form 10-QSB on August 5, 2008.  The registrant is
filing this Form 10Q/A as an amendment to Form 10-QSB with the SEC: 1) to add an
Item 3 - Quantitative and Qualitative  Disclosures About Market Risks; and 2) to
amend  Item 3 of the  Form  10QSB  (Item  4 of this  Form  10Q/A)  Controls  and
Procedures as it relates to disclosure  controls and internal control procedures
of the report.

      In addition,  we are also including a  currently-dated  Sarbanes Oxley Act
Section 302 and Section 906  certifications  of the Chief Executive  Officer and
Chief  Financial  Officer that are attached to this  Amendment as Exhibits 31.1,
31.2, 32.1and 32.2.

      Except as set forth  below,  this Form 10-Q/A  does not  modify,  amend or
update in any way any other items or  disclosure  in the Form 10-QSB.  This Form
10-Q/A  continues to speak as of the date of the original  Form 10-QSB and other
than as  specifically  reflected  in the Form  10-Q/A  does not  reflect  events
occurring after the filing of the original Form 10-QSB.


                          PART I FINANCIAL INFORMATION

Item 3 - Quantitative and Qualitative Disclosures About Market Risks

We have exposure to market risk of changes in foreign  currency  exchange rates.
We neither hold nor issue financial  instruments for trading  purposes nor do we
make use of derivative instruments to hedge the risks discussed below.

Foreign Currency Exchange Rates

We collect revenue from operations  principally in the Chinese Renminbi.  All of
our local sales  revenue is collected in and  substantially  all of our expenses
are paid in the Chinese Renminbi. We face foreign currency rate translation risk
when our Chinese  subsidaries  results are  translated to U.S.  Dollars and with
respect to financial instruments denominated in foreign currencies.  Our results
of operations denominated in foreign currency are translated at the average rate
of exchange during the reporting period.  Assets and liabilities  denominated in
foreign  currencies at the balance sheet date are  translated at the market rate
of exchange  ruling at that date. The registered  equity capital  denominated in
the functional  currency is translated at the historical rate of exchange at the
time of capital contribution.

The  Chinese   Renminbi  had  remained   stable  against  the  U.S.   Dollar  at
approximately 8.28 Renminbi to 1.00 U.S. Dollar for several years and it was not
until July 21, 2005 that the Chinese  currency  regime was altered,  with a 2.1%
revaluation  versus the United States  Dollar.  This move  initially  valued the
Renminbi at 8.11 Renminbi per United States Dollar. In addition, the Renminbi is
no longer linked to the U.S.  currency but rather to a basket of currencies with
a 0.3% margin of fluctuation.  However,  there remains international pressure on
the Chinese  government to adopt an even more flexible currency policy and as of
June 30, 2008 the exchange  rate was 6.8591  Renminbi to 1.00 U.S.  Dollar.  The
exchange  rate of  Renminbi  is subject to changes in the  People's  Republic of
China's  government  policies  which are, to a large  extent,  dependent  on the
economic and  political  development  both  internationally  and locally and the
demand and supply of Renminbi in the domestic market.  There can be no assurance


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<PAGE>

that such exchange rate will continue to remain stable in the future amongst the
volatility of  currencies,  globalization  and the unstable  economies in recent
years. Since (i) our income and profit are mainly  denominated in Renminbi,  and
(ii) the payment of  dividends  will be in U.S.  dollars,  if any,  any exchange
fluctuation of the Renminbi  against other foreign  currencies  would  adversely
affect the value of the shares and dividends payable to shareholders, in foreign
currency terms.

Item 4 - Controls and Procedures

Disclosure  controls  and  procedures  are  designed  to ensure  that  financial
information  is  accumulated  and  communicated  to  management,  including  the
Company's  CEO and CFO in a timely  manner and then  processed,  summarized  and
reported  within the time  periods  specified  in the  Securities  and  Exchange
Commission's rules and forms.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, within the
90 days prior to the filing  date of this  report,  the  Company  carried out an
evaluation  of the  effectiveness  of the design and  operation of the Company's
internal controls over disclosure and reporting procedures.  This evaluation was
carried out under the  supervision and with the  participation  of the Company's
management,  including  the  Company's  President,  CEO and CFO. The Company has
taken steps to improve our internal  controls over recording and reporting which
were  disclosed as a material  weakness in Item 8A "Controls and  Procedures" of
our Annual  Report on Form  10-KSB for the fiscal year ended  December  31, 2007
(the "2007 Form 10-KSB").

As part of this correction process, we recruited three independent directors and
formed an Audit Committee in February 2008 to supervise the implementation of an
Internal Audit Department and to oversee the financial  reporting of the Company
including  direct  communication  with  our  independent  auditors.  The code of
business  conduct  and ethics was adopted by the board of  directors  on July 8,
2008.  The code was attached to Form S-1 filed on July 11, 2008 as exhibit 14.1.
We trained our accounting personnel in the application of U.S. GAAP commensurate
with our financial reporting requirements.  There have been other changes in the
Company's  internal  controls  subsequent to our assessment to improve  internal
controls as indicated in the 2007 Form 10-KSB.

However,  due to the recent introduction of the Audit Committee and the internal
audit  function,  we  have  not  adequately  documented  our  evaluation  on the
effectiveness  of the function of the Audit  Committee  and the  Internal  Audit
function.  Therefore,  we  concluded  that even  though we have  taken  remedial
measures,  the internal control over financial reporting was not effective as of
the June 30, 2008.


                           PART II. OTHER INFORMATION

Item 6 - Exhibits

(a)  Exhibits

     31.1 - Certification of Chief Executive Officer pursuant to Rule 13a-14 and
     Rule 15d-14(a) of the Exchange Act.

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<PAGE>


     31.2 - Certification of Chief Financial Officer pursuant to Rule 13a-14 and
     Rule 15d-14(a) of the Exchange Act.

     32.1 - Certification  of the Chief Executive  Officer pursuant to 18 U.S.C.
     Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act
     of 2002.

     32.2 - Certification  of the Chief Financial  Officer pursuant to 18 U.S.C.
     Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act
     of 2002.


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<PAGE>


                                   SIGNATURES


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



China Pharma Holdings, Inc.

Dated: March 11, 2009                               By:  /s/ Zhilin Li
                                                    ------------------
                                                    Zhilin Li
                                                    Chief Executive Officer,
                                                    President and Director


Dated: March 11, 2009                               By:  /s/ Xinhua Wu
                                                    ------------------
                                                    Xinhua Wu
                                                    Chief Financial Officer,
                                                    and Director