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

                                   FORM 10-QSB

                                   (Mark One)

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

                  For the Quarterly Period Ended March 31, 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 March 31, 2008,  37,278,938  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>


                           China Pharma Holdings, Inc.

                                TABLE OF CONTENTS


Part I    Financial Information                                                1

Item 1.       Financial Statements                                             1

              Condensed Consolidated Balance Sheets as of March 31, 2008
              and December 31, 2007 (unaudited)                                1

              Condensed Consolidated  Statements of Operations and Comprehensive
              Income for the Three Months Ended March 31, 2008 and 2007
              (unaudited)                                                      2

              Condensed Consolidated  Statements of Cash Flows for the Three
              Months Ended March 31, 2008 and 2007 (unaudited)                 3

              Notes to Condensed Consolidated Financial Statements
              (unaudited)                                                      4

Item 2.       Management's Discussion and Analysis of Financial Condition
              and Results of Operations                                        9

Item 3.       Controls and Procedures                                         19

Part II       Other Information                                               19

Item 1        Legal Proceedings                                               19

Item 2        Unregistered Sales of Equity Securities and Use of Proceeds     19

Item 3        Defaults upon Senior Securities                                 19

Item 4        Submission of Matters to a Vote of Security Holders             19

Item 5        Other Information                                               19

Item 6        Exhibits                                                        20

Signatures                                                                    21








<PAGE>
<TABLE>
<CAPTION>

                           CHINA PHARMA HOLDINGS, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)

                                                                     March 31,   December 31,
                                                                       2008          2007
                                                                   -----------   -----------
                                                                                 (Restated)
<S>                                                                <C>           <C>
ASSETS
Current Assets:
    Cash and cash equivalents                                      $   682,017   $ 1,830,335
    Trade accounts receivable, less allowance for doubtful
     accounts of $3,019,930 and $2,440,852, respectively            24,804,992    18,572,976
    Other receivables, less allowance for doubtful
     accounts of $64,230 and $43,908, respectively                     476,749       413,596
    Advances to suppliers                                            1,568,111     2,757,320
    Inventory                                                       14,810,192    14,448,771
                                                                   -----------   -----------
Total Current Assets                                                42,342,061    38,022,998
                                                                   -----------   -----------
Non-current Assets:
    Property and equipment, net of accumulated depreciation of
       $1,150,987 and $1,003,802, respectively                       2,636,030     2,625,216
    Intangible assets, net of accumulated amortization of
       $291,809 and $221,715, respectively                           2,515,356     2,063,252
    Advances for purchase of intangible assets                       2,801,633       807,345
    Deferred tax assets                                                195,303       187,509
                                                                   -----------   -----------
Total Non-current Assets                                             8,148,322     5,683,322
                                                                   -----------   -----------
TOTAL ASSETS                                                       $50,490,383   $43,706,320
                                                                   ===========   ===========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
    Trade accounts payable                                         $   590,722   $   297,299
    Accrued expenses                                                   265,008       261,301
    Accrued taxes payable                                            1,078,850       311,009
    Other payables                                                      42,521        86,161
    Advances from customers                                            359,646       261,583
    Short-term notes payable                                         2,420,894     2,693,428
                                                                   -----------   -----------
Total Current Liabilities                                            4,757,641     3,910,781
                                                                   -----------   -----------
    Research and development commitments                                35,601        34,181
                                                                   -----------   -----------
Total Liabilities                                                    4,793,242     3,944,962
                                                                   -----------   -----------
Stockholders' Equity:
    Common stock, $0.001 par value, 60,000,000 shares
        authorized, 37,278,938 shares issued and outstanding            37,279        37,279
    Additional paid-in capital                                      11,678,606    11,678,606
    Foreign currency translation adjustment                          4,584,546     2,839,304
    Retained earnings                                               29,396,710    25,206,169
                                                                   -----------   -----------
Total Stockholders' Equity                                          45,697,141    39,761,358
                                                                   -----------   -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $50,490,383   $43,706,320
                                                                   ===========   ===========


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



                                       1
<PAGE>

                           CHINA PHARMA HOLDINGS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE INCOME
                                   (unaudited)

                                                                 For the three months ended March 31,
                                                                 ------------------------------------
                                                                      2008                  2007
                                                                  ------------         ------------

Revenue                                                           $ 11,717,045         $  7,233,768
Cost of revenue                                                      5,909,768            3,934,849
                                                                  ------------         ------------

Gross profit                                                         5,807,277            3,298,919
                                                                  ------------         ------------

Operating expenses:
   Selling expenses                                                    337,792              147,883
   General and administrative                                          815,793            1,306,086
                                                                  ------------         ------------
Total operating expenses                                             1,153,585            1,453,969
                                                                  ------------         ------------

Income from operations                                               4,653,692            1,844,950
                                                                  ------------         ------------

Non-operating income (expenses):
   Interest income                                                        --                 13,775
   Interest expense                                                    (45,273)             (56,899)
   Other income                                                           --                572,213
                                                                  ------------         ------------
Total non-operating income (expense)                                   (45,273)             529,089
                                                                  ------------         ------------

Income before taxes                                                  4,608,419            2,374,039
Income tax expense                                                     417,878                 --
                                                                  ------------         ------------
Net income                                                        $  4,190,541         $  2,374,039
                                                                  ------------         ------------
Comprehensive income - foreign currency translation adjustments      1,745,242              216,416
                                                                  ------------         ------------
Comprehensive income                                              $  5,935,783         $  2,590,455
                                                                  ------------         ------------

Basic and Diluted Earnings Per Share                              $       0.11         $       0.07
                                                                  ------------         ------------
Basic and Diluted Weighted Average Shares Outstanding               37,278,938           36,337,958











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




                                       2
<PAGE>

                           CHINA PHARMA HOLDINGS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)

                                                         For the three months ended March 31,
                                                         ------------------------------------
                                                            2008                    2007
                                                         -----------             -----------
                                                                                  (Restated)
Cash Flows from Operating Activities:
 Net income                                              $ 4,190,541             $ 2,374,039
 Depreciation and amortization                               162,779                 100,063
 Gain on sale of intangibles                                    --                  (569,398)
 Changes in assets and liabilities:
  Trade accounts receivable                               (5,343,190)             (1,728,236)
  Other receivables                                          (44,977)               (739,783)
  Advances to suppliers                                    1,275,939              (1,095,219)
  Inventory                                                  234,072              (1,092,813)
  Deferred offering costs                                       --                    59,743
  Trade accounts payable                                     275,053                 247,713
  Accrued expenses                                            (7,001)                 27,960
  Accrued taxes payable                                      738,767                  78,756
  Other payables                                             (46,030)                 88,814
  Advances from customers                                     85,325                   6,571
                                                         -----------             -----------
Net Cash from Operating Activities                         1,521,278              (2,241,790)
                                                         -----------             -----------

Cash Flows from Investing Activities:
 Purchase of property and equipment                           (6,994)                 (2,360)
 Proceeds from the sale of intangibles                          --                    38,453
 Purchase of intangible assets                              (418,079)                   --
 Advances for purchase of intangible assets               (1,918,791)                836,404
                                                         -----------             -----------
Net Cash from Investing Activities                        (2,343,864)                872,497
                                                         -----------             -----------

Cash Flows from Financing Activities:
 Proceeds from sale of common stock and warrants                --                 3,797,183
 Payments of short term notes payable                       (376,271)                   --
 Related party payables/receivables                             --                  (138,860)
                                                         -----------             -----------
Net Cash from Financing Activities                          (376,271)              3,658,323
                                                         -----------             -----------

Effect of Exchange Rate Changes on Cash                       50,539                   5,247
                                                         -----------             -----------
Net Change in Cash                                        (1,148,318)              2,294,277
                                                         -----------             -----------
Cash and Cash Equivalents at Beginning of Period           1,830,335                 656,441
                                                         -----------             -----------
Cash and Cash Equivalents at End of Period               $   682,017             $ 2,950,718
                                                         -----------             -----------


Supplemental Cash Flow Disclosure:
Cash paid for interest                                   $    83,515             $    56,899
Cash paid for income taxes                                      --                      --

</TABLE>






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






                                       3
<PAGE>


                           CHINA PHARMA HOLDINGS, INC.
              UNAUDITED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                    FOR THE THREE MONTHS ENDED MARCH 31, 2008
                                   (unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying  unaudited condensed consolidated financial statements of China
Pharma Holdings,  Inc. (the Company) and its subsidiaries were prepared pursuant
to the rules and  regulations  of the  United  States  Securities  and  Exchange
Commission.  Certain  information  and note  disclosures  normally  included  in
financial statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted pursuant
to such rules and regulations.  Management of the Company (Management)  believes
that the following  disclosures are adequate to make the  information  presented
not misleading. These condensed consolidated financial statements should be read
in conjunction with the audited consolidated  financial statements and the notes
thereto included in the Company's Form 10-KSB report for the year ended December
31, 2007.

These  unaudited  condensed   consolidated   financial  statements  reflect  all
adjustments  (consisting  only of normal  recurring  adjustments)  that,  in the
opinion  of  Management,  are  necessary  to  present  fairly  the  consolidated
financial  position  and  results of  operations  of the Company for the periods
presented.  Operating  results for the three months ended March 31, 2008 are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 2008.

Organization - Onny  Investment  Limited (Onny) was  incorporated in the British
Virgin  Islands on  January  12,  2005 and was a  development  stage  enterprise
through June 15, 2005. On June 16, 2005,  Onny  acquired all of the  outstanding
shares of Hainan  Helpson  Medical &  Biotechnology  Co., Ltd, a privately  held
Chinese joint venture (Helpson) and emerged from the development stage.

On October 19, 2005, Onny was reorganized as a wholly owned  subsidiary of China
Pharma Holdings, Inc., formerly TS Electronics, Inc. (the Company).

Nature of  Operations - Helpson  manufactures  and markets  several  Western and
Chinese medicines sold mainly to hospitals and private retailers in the People's
Republic of China  (PRC),  through its  marketing  department  located in Hainan
Province. There are also nine other offices, with sales representatives in other
provinces and cities  throughout the PRC.  Helpson's other operating  activities
include biochemical products, health products, and cosmetics.

Accounting  Estimates - The  preparation  of financial  statements in conformity
with accounting  principles  generally  accepted in the United States of America
requires  management to make estimates and assumptions  that affect the reported
amounts of assets and liabilities  and the disclosures of contingent  assets and
liabilities at the date of the financial statements, and the reported amounts of
revenues and expenses during the reporting periods.  Actual results could differ
from those estimates.

Basic and Diluted  Earnings  per Common  Share - Basic and diluted  earnings per
common share are computed by dividing net income by the weighted-average  number
of common shares outstanding. As of March 31, 2008 and 2007 potentially dilutive
securities  includes  warrants  outstanding to purchase a total of 1,202,941 and



                                       4
<PAGE>

1,252,941 shares, respectively,  of Company common stock at an exercise price of
$2.38 per share. These have not been included in the computation of earnings per
share as their effect is anti-dilutive.

Recently  Enacted  Accounting  Standards  - In  September  2006,  the  Financial
Accounting  Standards Board (FASB) issued SFAS No. 157, Fair Value Measurements,
which defines fair value,  establishes  a framework for measuring  fair value in
generally  accepted  accounting  principles and expands  disclosures  about fair
value  measurements.  SFAS No. 157 is effective for fiscal years beginning after
November 15, 2007, and interim  periods  within those fiscal years.  In February
2008, the FASB issued FASB Staff Position (FSP FIN) No. 157-2 which extended the
effective date for certain  nonfinancial assets and nonfinancial  liabilities to
fiscal years  beginning after November 15, 2008. The adoption of the portions of
SFAS No.  157 that  were not  postponed  by (FSP  FIN) No.  157-2 did not have a
material impact on our consolidated  financial statements.  The Company does not
expect the adoption of the postponed portions of SFAS No. 157 to have a material
impact on our consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141(R),  Business  Combinations,  and
SFAS No. 160,  Noncontrolling  Interests in Consolidated  Financial  Statements.
SFAS No.  141(R)  requires  an  acquirer  to  measure  the  identifiable  assets
acquired,  the  liabilities  assumed  and any  non-controlling  interest  in the
acquiree at their fair values on the  acquisition  date, with goodwill being the
excess value over the net identifiable  assets acquired.  SFAS No. 160 clarifies
that a non-controlling  interest in a subsidiary should be reported as equity in
the consolidated financial statements, consolidated net income shall be adjusted
to  include  the net  income  attributed  to the  non-controlling  interest  and
consolidated comprehensive income shall be adjusted to include the comprehensive
income attributed to the non-controlling  interest.  The calculation of earnings
per share  will  continue  to be based on  income  amounts  attributable  to the
parent. SFAS No. 141(R) and SFAS No. 160 are effective for financial  statements
issued for fiscal years  beginning  after  December 15, 2008.  Early adoption is
prohibited. SFAS No. 141(R) and SFAS No. 160 are not expected to have a material
impact on our results of operations or financial position.

Restatement  of Financial  Statements -  Subsequent  to March 2008,  the Company
realized that the December 31, 2007 consolidated  financial statements needed to
be revised to correct an  overstatement  of advances paid to suppliers in amount
of 724,628,  an overstatement of other receivables in the amount of 82,717,  and
an  understatement of advance for purchase of intangible assets in the amount of
$ 807,345.  The Company  concluded that advances made for purchase of intangible
assets  should  be  treated  as a  long-term  asset.  This  correction  was  not
considered  material in accordance  with SAB 108 for the year ended December 31,
2007 but is  considered  significant.  As a result,  the Company  corrected  the
financial  statements for December 31, 2007. The corrected  consolidated balance
sheet is included in these financial statements.  The correction of the December
31, 2007  financial  statements  had no effect on the  previously  reported  net
income. The effect of the restatement was as follows:



                                       5
<PAGE>
<TABLE>
<CAPTION>

                                                           Reported      Restatement     As Restated
                                                         ------------    ------------    ------------
<S>                                                      <C>             <C>             <C>
Consolidated Balance Sheet as of December 31, 2007
Other receivables                                        $    496,313    $    (82,717)   $    413,596
Advances to suppliers                                       3,481,948        (724,628)      2,757,320
Total Current Assets                                       38,830,343        (807,345)     38,022,998
Advances for purchase of intangible assets                       --           807,345         807,345
                                                         ------------    ------------    ------------
TOTAL ASSETS                                             $ 43,706,320    $       --      $ 43,706,320
                                                         ------------    ------------    ------------

Consolidated Statement of Cash Flows
For the year ended December 31, 2007
Other receivables                                        $   (111,660)   $     79,426    $    (32,234)
Advances to suppliers                                      (1,028,119)       (853,332)     (1,881,451)
Net Cash provided by Operating Activities                   2,801,898        (773,906)      2,027,992
Advance for purchase of intangible assets                        --           773,906         773,906
Net Cash used in Investing Activities                      (1,479,531)        773,906        (705,625)
                                                         ------------    ------------    ------------
Net Change in Cash                                       $  1,173,894    $       --      $  1,173,894
                                                         ------------    ------------    ------------
</TABLE>

NOTE 2 - INVENTORY

Inventory consisted of the following:


                                   March 31,         December 31,
                                     2008               2007
                                  -----------        -----------
     Raw materials                $11,770,466        $12,521,536
     Work in progress                  62,915             60,404
     Finished goods                 2,976,811          1,866,831
                                  -----------        -----------
           Total Inventory        $14,810,192        $14,448,771
                                  -----------        -----------


NOTE 3 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

                                        March 31,         December 31,
                                          2008               2007
                                       -----------        -----------
     Permit of land use                $   401,110        $   385,102
     Building                            1,826,439          1,753,547
     Plant, machinery and equipment      1,397,780          1,341,996
     Motor vehicle                          44,818             37,193
     Office equipment                       92,945             88,210
     Construction in progress               23,925             22,970
                                       -----------        -----------
     Total                               3,787,017          3,629,018
     Less: accumulated depreciation     (1,150,987)        (1,003,802)
                                       -----------        -----------
     Property and Equipment, net       $ 2,636,030        $ 2,625,216
                                       -----------        -----------

Depreciation  is computed on a  straight-line  basis over the  estimated  useful
lives of the assets as follows:



                                       6
<PAGE>

             Asset                                    Life - years
             -----                                    ------------
     Permit of land use                                 40 - 70
     Building                                           20 - 35
     Plant, machinery and equipment                        10
     Motor vehicle                                       5 - 10
     Office equipment                                      5

For the three  months  ended March 31, 2008 and 2007,  depreciation  expense was
$103,203 and $93,307, respectively.

NOTE 4 - INTANGIBLE ASSETS

Intangible  assets  represent  the  costs  on  patents,  trademarks,   licenses,
techniques and formulas.  Intangible  assets have a  weighted-average  remaining
useful life of approximately  9.25 years.  Amortization of intangible assets was
$59,576  and  $6,756  for the  three  months  ended  March  31,  2008 and  2007,
respectively.

In January,  2007 the Company  entered  into an  agreement  to acquire a certain
pharmaceutical  formula  from an  unrelated  party  for  cash  for an  aggregate
purchase price of $427,217.  This has been recorded under the caption Intangible
assets in the accompanying balance sheet as of March 31, 2008.

NOTE 5 - DEBT

Short Term Notes Payable - On July 13, 2007, the Company entered into a new line
of credit with the bank collateralized by certain land use rights, machinery and
equipment.  The  outstanding  advances  made  under  the  line  of  credit  were
$2,420,894 and $2,324,278 at March 31, 2008 and December 31, 2007, respectively.
The line of credit was renewed  during the first  quarter of 2008 with due dates
of August and September of 2008 and bears interest  payable  monthly at the rate
of 7.84%.

Short Term Notes Payable to Former  Shareholders  - In January 2006, the Company
converted  its dividend  payable of  $4,402,147  into  short-term  notes bearing
interest at a rate of 2.25% per annum.  The final principal  balance of $369,150
was paid in January, 2008. The accrued interest of $215,933 is still outstanding
and is included in accrued liabilities.

NOTE 6 - INCOME TAXES

The Company accounts for its income taxes in accordance with SFAS No. 109, which
requires recognition of deferred tax assets and liabilities and their respective
tax bases and any tax credit carry forwards  available.  Deferred tax assets and
liabilities  are measured  using enacted tax rates  expected to apply to taxable
income in the years in which  those  temporary  differences  are  expected to be
recovered  or settled.  The effect on deferred tax assets and  liabilities  of a
change in tax rates is  recognized  in income in the period  that  includes  the
enactment date.

Undistributed  earnings of the Company's  foreign  subsidiary since  acquisition
amounted to approximately $26 million at March 31, 2008. Those earnings, as well
as  the  investment  in  the  subsidiaries  of  approximately  $17  million  are
considered to be indefinitely  reinvested and, accordingly,  no U.S. federal and
state  income  taxes have been  provided  thereon.  Upon  distribution  of those
earnings in the form of dividends or otherwise,  the Company would be subject to
both U.S.  income taxes  (subject to an adjustment  for foreign tax credits) and



                                       7
<PAGE>

withholding   taxes  payable  to  the  PRC.   Determination  of  the  amount  of
unrecognized  deferred U.S. income tax liability is not practical because of the
complexities associated with its hypothetical calculation; however, unrecognized
foreign  tax  credits  may be  available  to  reduce a portion  of the U.S.  tax
liability.

On March 16,  2007,  the  National  People's  Congress  of China  passed the new
Enterprise  Income Tax Law,  ("EIT  Law"),  and on December  6, 2007,  the State
Council of China  issued the  Implementation  Regulations  for the EIT Law which
took effect on January 1, 2008. The EIT Law and Implementation Regulations Rules
impose a unified EIT of 25% on all  domestic-invested  enterprises  and foreign-
invested  entities,  or ("FIEs"),  unless they  qualify  under  certain  limited
exceptions.

The Company is located in a special region, which had a 15% corporate income tax
rate  before  the new EIT  Law.  The new  EIT  Law  abolished  the  preferential
corporate  income tax rate in the special region.  However,  because the Company
was in  existence  prior to the March 16,  2007  China tax law  change,  it will
gradually  transit to the new 25% tax rate over the next five years  starting on
January 1, 2008. The phase-in income tax rate is 18% for 2008, 20% for 2009, 22%
for  2010,  24% for 2011,  and 25% for 2012 and  after.  Also,  the  Company  is
permitted to use their  remaining  tax holiday,  so they will continue to have a
favorable  income tax rate of 50% in effect  during  fiscal 2008 through 2010 as
determined by the PRC government and the regional tax authorities.

As a result of the above changes,  starting from 2008, the Company's  enterprise
income tax rate will be:

           Year                    Enterprise Income Tax Rate
           ----                    --------------------------
           2008                                9%
           2009                                10%
           2010                                11%
           2011                                24%
      2012 and after                           25%

The Company has also  incurred  various  other  taxes,  comprised  primarily  of
business  taxes,   value-added  taxes,  urban  construction   taxes,   education
surcharges and others. Any unpaid amounts are reflected on the balance sheets as
accrued taxes payable.

NOTE 7 - STOCKHOLDERS' EQUITY

The Company has  outstanding  warrants to  purchase an  aggregate  of  1,202,941
shares of Company's  common stock at an exercise  price of $2.38 per share which
expire on January 29, 2010.

NOTE 8 - CONTINGENCIES

Economic  environment  -  Significantly  all of  the  Company's  operations  are
conducted  in  the  PRC,  and  therefore  the  Company  is  subject  to  special
considerations  and  significant  risks not typically  associated with companies
operating in the United States of America.  These risks  include,  among others,
the political,  economic and legal  environments and fluctuations in the foreign
currency  exchange rate. The Company's  results from operations may be adversely
affected by changes in the  political  and social  conditions in the PRC, and by
changes  in  governmental   policies  with  respect  to  laws  and  regulations,
anti-inflationary measures, currency conversion and remittance abroad, and rates



                                       8
<PAGE>

and methods of taxation, among other things.

In addition,  all of the Company's  revenue is denominated in the PRC's currency
of  Renminbi  (RMB),  which  must be  converted  into  other  currencies  before
remittance  out of the PRC. Both the  conversion of RMB into foreign  currencies
and the  remittance of foreign  currencies  abroad  require  approval of the PRC
government.


Item 2. Management's Discussion and Analysis or Plan of Operation

The  following  discussion  should  be read in  conjunction  with  China  Pharma
Holdings,  Inc.'s consolidated  financial  statements and related notes included
elsewhere in this Current Report on Form 10-QSB.

This  filing  contains  forward-looking  statements.  The  words  "anticipated,"
"believe," "expect",  "plan," "intend," "seek," "estimate,"  "project," "could,"
"may,"  and  similar  expressions  are  intended  to  identify   forward-looking
statements.  These statements include,  information regarding future operations,
capital expenditures, and cash flows. Such statements reflect management's views
with respect to future events and financial performance, which involve risks and
uncertainties.  Those risks  include,  but not  limited  to,  changes in general
economic and business  conditions,  changes in political,  social,  and economic
conditions, regulatory initiatives and compliance with governmental regulations,
the ability to increase market share,  and various other matters;  many of which
are  beyond our  control.  Should  one or more of these  risks or  uncertainties
occur, or should underlying  assumptions  prove to be incorrect,  actual results
may vary materially and adversely from those anticipated, believed, estimated or
otherwise indicated. Consequently, all of the forward-looking statements made in
this filing are  qualified by these  cautionary  statements  and there can be no
assurance of the actual results or developments.

China  Pharma  Holdings,  Inc. is a specialty  bio-pharmaceutical  company  with
Scalable Good Manufacturing Practice ("GMP") certified manufacturing facilities.
We currently have eight different  production lines which develop,  manufacture,
and market  Western and Chinese  medicines.  Over the years we have  developed a
wide distribution  network,  a professional  marketing team, and strong research
and development ("R&D")  capabilities.  We have a portfolio of therapeutics that
target:  central nervous system  ("CNS"),  cardiovascular,  wound recovery,  and
infectious  diseases.  Our  therapeutics  has a targeted  market  segment,  both
current and future,  which  covers a large  patient  population.  We also have a
highly professional and experienced management team.

Strong  Revenue Growth and High Margins -We have  experienced a compound  annual
growth rate of over 80% in sales of our  therapeutics  since 2003.  In the three
months ended March 31, 2008, we generated $11.72 million revenue, an increase of
61.98%, or $4.48 million,  from sales of $7.23 million in the three months ended
March 31,  2007.  We achieved a gross  margin of 49.56% in the first  quarter of
2008, while in the first quarter of 2007, the gross margin was 45.60%,  which is
above the industry average gross margin of 34.20%. We are able to compete in the
highly fragmented  pharmaceutical industry through our diversified  therapeutics
line, cost control and strong sales network.  Our experienced  management  team,
market insights and strong R&D capabilities  enable us to develop and launch new
and improved generic products based on market demand.



                                       9
<PAGE>

Proven  Record of Success - We have a proven track record of success.  We have a
porfolio of over 30 specifications of drugs that focus on the treatment of: CNS,
cardiovascular,   cerebrovascular,   and   infectious   diseases.   Among  these
specifications two are market leaders: FGF and Buflomedil hydrochloride. We were
awarded the "National Key New Product" by the Ministry of Science and Technology
of the PRC with the State  Administration  of Taxation,  Ministry of Commerce of
the  PRC,  General   Administration  of  Quality  Supervision,   Inspection  and
Quarantine  of the PRC, and State  Environmental  Protection  Administration  of
China. We are a profitable  company with a low cost, high margin business model.
We are seeing a quick growth in sales with a constant  growth in income,  due to
our focus on the largest segment of China's pharmaceutical market. We have eight
different types of modern production lines with capacity to meet future demands.

Clear Strategy for Growth - We are part of a rapidly growing industry,  in which
we are the leader in generic  drugs.  We have  created a  competitive  advantage
through a  segmented  therapeutics  line  designed  to target  specific  patient
groups.  Our R&D is guided by the market and we target  name brand drugs and new
generic  drugs in China.  The R&D covers a variety of  diseases,  but focuses on
high incidence and high mortality  diseases in China,  which need more effective
treatment.  In an attempt to remain a leading  player in the  market,  we target
off-patent drugs or drugs about to be off-patent with cumulative global sales of
over $1 billion.  Through  September  2007, we have 10 drugs on track to launch,
including a new  anti-drug-resistance  antibiotic  which has already entered the
SFDA  technical  evaluation.  We also have three drugs which are waiting for the
SFDA's  production  approval.  Bumetanide  received SFDA production  approval in
January 2008. It is estimated that all therapeutic  products  currently  pending
approval will contribute to the revenue.

I. Summary

During the three months ended March 31, 2008,  we  maintained  steady and speedy
growth and excellent financial performance.  Revenue has increased 61.98%, gross
profit  76.04%,  net income 76.52% and EPS 72.06%,  compared to the three months
ended March 31,  2007.  For the three  months  ended March 31,  2008,  our total
revenue reached $11.72 million,  an increase of 61.98% from $7.23 million in the
three  months  ended  March  31,  2007.  This  growth  is  attributable  to  the
development  of existing  products  and  strengthening  our  marketing  with new
products which were launched after late 2006.  This is in line with our strategy
of  launching  new  products  while  expanding  into  the  several   competitive
pharmaceutical markets domestically.

Our financial  performance  for the first quarter of 2008 has an obvious  growth
compared to the first  quarter of 2007. We have seen an increase in gross profit
of 76.04%  to $5.81  million.  Net  income,  without  consideration  of  foreign
currency  translation  adjustment,  has increased by 76.52% to $ 4.19 million in
the first  quarter  of 2008.  This is the result of the  development  of the new
products and additional marketing activities.

For the three  months ended March 31, 2008,  EPS  increased by 72.06%,  reaching
$0.11  compared  to $0.07 for the three  months  ended  March 31,  2007.  We are
working  closely with various  pharmaceutical  research  institutions to develop
more functional  products to meet the customers' needs. Our focus is to create a
steady increase in revenue. We have seen in the past that the key to our success
is to maximize the possibilities of health care industry.



                                       10
<PAGE>

We also have adopted a modern enterprise system to enhance internal control over
accounting and reporting.  In the near future,  we will build up more systematic
and continuous internal control procedures for the long-term development and the
benefit of our shareholders and prospective investors.

II. Business Overview

We are  primarily  engaged  in the  research,  development,  manufacturing,  and
marketing  of  pharmaceutical  and  nutritional  supplements.  During  2007,  we
launched two new products, Alginic Sodium Diester and Granisetron hydrochloride.
And we are planning to launch a new product, Bumetanide, in 2008.

We plan to expand our  biotechnology  product  series.  Based on the  foundation
established  by  some  of  our  widely   recognized   medicine  labels  such  as
Neurotrophicpeptide,  we have  launched and will continue to launch a variety of
biological  medicines,   including  the  injected  hepatocyte   growth-promoting
factors,   which  are  expected  to  fuel  additional   growth  beyond  that  of
Neurotrophicpeptide.

One of our products,  Buflomedil Hydrochloride (which includes the raw material,
injectable  product and tablet form) has received  the  following  recognitions,
awards and designations:

o    The key technology project in Hainan in 2003 by Haikou Municipality.

o    The "National Key New  Products"  certificate  in 2003 by the State Science
     and Technology  Department,  State Taxation  Bureau,  Ministry of Commerce,
     State Bureau of Quality Supervision,  Inspection and Quarantine,  and State
     Environmental Protection Bureau.

o    The  "Best  Commercialized  Technology"  award in  Hainan in 2004 by Hainan
     Scientific and Technological Result Examination Committee.

In 2003, we attained GMP  authentication  and the award of "Best  Enterprise for
Supporting SARS Medicine"  awarded by Hainan Food and Drug  Administration.  Our
products   have  been   distributed   and  sold  to  more  than  29   provinces,
sovereignties, and autonomous regions around China. We have 16 sales offices and
approximately  680 proxy agents  throughout the PRC. The main channels we use to
deliver our products are as follows: (1) Distribution system (Proxy Agents); (2)
Direct sale system to  hospitals;  (3)  Distribution  of products to  end-market
through local medical companies.

Onny Investment  Limited ("Onny") was incorporated in the British Virgin Islands
on January 12, 2005 and was a  development  stage  enterprise  through  June 15,
2005. On June 16, 2005,  Onny acquired all of the  outstanding  shares of Hainan
Helpson Medical & Biotechnology Co., Ltd, a privately held Chinese joint venture
(Helpson) and emerged from the development  stage. On October 19, 2005, Onny was
reorganized as a wholly owned subsidiary of China Pharma Holdings, Inc. formerly
TS Electronics, Inc. ("the Company").

Additionally,  on February 1, 2007, we fulfilled a fund raising equity  offering
of units  priced at $1.70  each  consisting  of one share of common  stock and a
warrant to purchase  one-half of a share of common stock at an exercise price of
$2.38  per  share.  We  received  gross  proceeds  in the  aggregate  amount  of
$4,259,900.  The net proceeds,  after deducting the related offering expenses of



                                       11
<PAGE>

$462,717 amounted to $3,797,183.  In total, we issued 2,505,882 shares of common
stock and issued  three-year  warrants  to purchase an  aggregate  of  1,252,941
shares of common stock to 17 accredited investors. In December 2007, we received
proceeds of $119,000 upon the exercise of warrants to purchase  50,000 shares of
common stock. The remaining  warrants issued in conjunction with the offering to
buy  1,202,941  shares of common  stock have not been  exercised at December 31,
2007.

III. Trend in the Market.

Studies show that due to the expansion and aging of the world's  population,  an
increasing  number  of  people  have  age-related  diseases,   such  as  cancer,
Alzheimer's disease,  diabetes,  and rheumatoid  arthritis.  These diseases have
already become  prevalent,  particularly  in developed  areas.  In a growing and
aging population, people need to find more effective methods of treatment.

Patient  empowerment  has been a factor  in  high-quality  healthcare.  Many are
better  informed about the importance of health issues and medical  advancement.
Naturally,  people  today are  demanding  greater  care and access to the latest
medical procedures and medicines.

We view  this  market  trend as an  opportunity.  However,  the best way to take
advantage of this  opportunity  is to identify our  business  risks  beforehand.
Generally speaking, there are three aspects of risks:

o External Risk

In recent years, the Chinese medical system has been reformed,  resulting in the
State  Department's  establishment  of a  basic  medical  insurance  system  for
employees. Considering the social environment and the governmental policy in the
pharmaceutical industry in PRC, a large increase in sales can be expected due to
local  government  involvement in the industry.  Competition will also be strong
across the industry overall. Currently, our existing products are competitive in
the market and possess growth potential.  However, from a long-term perspective,
some major western  medicine  producers are also seeking  Chinese  market share.
This will  present us with strong  competition  in the natural  medicine  market
sector.

o Operation Risk

One of the major uncertainties in our industry is the purchase of raw materials.
Raw materials are primarily affected by the geographical,  island environment of
Hainan Province.  Because of high transportation costs and the need to guarantee
production supply  requirements,  we have to store large amounts of inventory to
maintain consistent  production levels. In addition,  partial raw materials need
to be specially  ordered  which further  increases the need to store  inventory.
Finally,  due to the increasing  sales, we must store a large volume of finished
product and packaging material.

o Foreign Currency Risk

Substantially  all of our  operations  are  conducted  in the PRC. Our sales and
purchases are conducted  within the PRC in Chinese  Renminbi.  As a result,  the
effect of the exchange  rate  fluctuation  would  inevitably be considered to be
material to our business operations.



                                       12
<PAGE>
<TABLE>
<CAPTION>

All of our revenues and expenses are accounted  for in Renminbi.  But we use the
United States dollar  ("USD") for financial  reporting  purposes.  Conversion of
Renminbi  into foreign  currencies  is  regulated by the People's  Bank of China
through a unified floating exchange rate system. Although the PRC government has
stated its  intention  to support the value of the  Renminbi,  there could be no
assurance that such exchange rate will not become volatile again or that the USD
will not devalue significantly against the Renminbi.  Exchange rate fluctuations
may  adversely  affect  the value,  in USD  terms,  of our net assets and income
derived from its operations in the PRC.

IV. Analysis of financial performance for the three months ended March 31, 2008

                           CHINA PHARMA HOLDINGS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                            AND COMPREHENSIVE INCOME
                                   (unaudited)
                      For the three months ended March 31,

                                                    Percentage                       Percentage
                                       2008         of Revenue          2007         of Revenue     Growth Rate
                                   ------------    ------------     ------------    ------------    ------------
<S>                                <C>             <C>              <C>             <C>             <C>
Revenue                            $ 11,717,045         100.00%     $  7,233,768         100.00%          61.98%
Cost of revenue                       5,909,768          50.44%        3,934,849          54.40%          50.19%
                                   ------------                     ------------

Gross profit                          5,807,277          49.56%        3,298,919          45.60%          76.04%
                                   ------------                     ------------

Operating expenses:
   Selling expenses                     337,792           2.88%          147,883           2.04%         128.42%
   General and administrative           815,793           6.96%        1,306,086          18.06%         -37.54%
                                   ------------                     ------------

Total operating expenses              1,153,585           9.85%        1,453,969          20.10%         -20.66%
                                   ------------                     ------------

Income from operations                4,653,692          39.72%        1,844,950          25.50%         152.24%
                                   ------------                     ------------

Non-operating income (expenses):
   Interest income                            -                           13,775           0.19%        -100.00%
   Interest expense                    (45,273)          -0.39%         (56,899)          -0.79%         -20.43%
   Other income                               -                          572,213           7.91%        -100.00%
                                   ------------                     ------------
Total non-operating income             (45,273)          -0.39%          529,089           7.31%        -108.56%
   (expense)                       ------------                     ------------


Income before taxes                   4,608,419          39.33%        2,374,039          32.82%          94.12%
Income tax expense                      417,878           3.57%                -
                                   ------------                     ------------
Net income                         $  4,190,541          35.76%     $  2,374,039          32.82%          76.52%
                                   ------------                     ------------
Comprehensive income - foreign        1,745,242          14.89%          216,416           2.99%         706.43%
currency translation adjustments
                                   ------------                     ------------
Comprehensive income               $  5,935,783          50.66%     $  2,590,455          35.81%         129.14%
                                   ------------                     ------------



                                       13
<PAGE>

Basic and Diluted Earnings Per
Share                              $      0.112                     $      0.065                          72.06%
                                   ------------                     ------------
Basic and Diluted Weighted           37,278,938                       36,337,958
Average Shares Outstanding         ------------                     ------------

</TABLE>


Revenues

Revenue  for the three  months  ended  March 31,  2008 is  approximately  $11.72
million or an increase of 61.98%  compared to $7.23  million of the fist quarter
of 2007. This dramatic  improvement in revenue is due to the following elements:
on the demand side, in addition to the strong Chinese  economy,  the demands for
medicine are  increasing;  on the supply side,  our output has been  expanded to
meet the increased market demands.  We are increasing our marketing  efforts for
our products and have widened our distribution channels. Our older products have
been  well-accepted  by  customers.  In the  first  quarter  of  2008,  Pusen OK
contributed  approximately $1.89 million of our revenue, which was 16.17% of the
total net  revenues,  an increase of 99% or $941  thousand  when compared to the
same period of 2007. The growth is mainly due to a $5.6 million  contract from a
major  distributor  at the  beginning of 2008.  Also,  we  broadened  our market
channels  and because of the severe snow storms that hit central and south China
from middle January 2008, there was a dramatic increase of flu,  cerebrovascular
and cardiovascular diseases. Pusen Ok is used to temporarily relieve runny nose,
watery eyes,  fever,  headache,  soar throat,  pain of  arthritis,  and muscular
arches.  In the  first  quarter  of  2008,  sales  from one of our  other  older
products,  aFGF,  reached  $1.34  million,  an increase  of 35%,  compared to $1
million of the first quarter of 2007.

Some of the other older products that have greatly increased in the three months
ended March 31, 2008 are: Buflomedil  Hydrochloride with an increase of 197.77%,
Gastrodin  with an  increase  of 69.97%,  Cefaclor  with an  increase of 63.86%,
Neurotrophicpetide  with an  increase  of 53.95%,  and  Andrographolide  with an
increase of 23.09%.  Products  which had been  introduced in 2006 are now in the
mature  stage.  Revenues  from  these  products  launched  in  2006  contributed
approximately  $2.12 million to the total  increase of revenues for this period,
among which, Ozagrel contributed  approximately $865 thousand.  Finally, the new
products that have been introduced  last year  contributed  approximately  $1.25
million to the total  increase in revenues  this year,  among which  Granisetron
hydrochloride  contributed $759 thousand, and Alginic Sodium Diester contributed
$500 thousand to the total increase.

Cost of Revenue

Cost of revenue for the three  months  ended  March 31,  2008 was  approximately
$5.91 million, which was 50.44% of revenue for the same period. The cost for the
three  months  ended March 31, 2007 was $3.93  million,  which is an increase of
$1.97 million or 50.19%,  this was primarily due to the increase in sales volume
this year.

Gross Profit

The gross margin for the first quarter of 2008 has reached 49.56%,  gross profit
for the three  months  ended  March 31,  2008 has  reached  approximately  $5.80
million,  which has increased by about $2.51 million or 76.04%, when compared to
the three  months  ended March 31, 2007 to $3.30  million,  the gross  margin is
45.60%. The improved profit was due to the substantial  increase in revenues and
reduce in product expenses in this period.



                                       14
<PAGE>


Selling Expenses

Selling  expenses for the three  months  ended March 31, 2008 have  increased to
about $338  thousand  or 2.88% of the total  revenue,  which is an  increase  of
128.42% from $147 thousand or 2.04% of the total revenue for the three months as
of March 31, 2007.  Due to our attempt to broaden our market share  further,  we
have  invested  heavily in the  marketing of our  products,  which has increased
traveling expenses, office expenses and salaries.

General & Administrative Expenses

General and administrative expenses incurred in the three months ended March 31,
2008 are about $816 thousand which represents  approximately  6.96% of the total
revenue.  G&A expense has  decreased by  $490,293,  or 37.54% as compared to the
three  months ended March 31, 2007.  This was mainly due to the  improvement  on
accounts receivable collection, lower allowance for doubtful account compared to
the same period in 2007, and the amount of salaries, legal services,  accounting
services,  and investment  consulting services. We have also seen an increase in
intangible assets, which has increased amortization expense.

Income from Operations

Income  from  operations  has  increased  by  approximately   $2.81  million  to
approximately  $4.65  million,  which is an increase  of 152.24%  from the three
months ended March 31, 2007.  This is a combined result of the increase in sales
and reduction in general and administrative expenses.

Interest Expense

Interest  expense has  decreased by $11,626 or 20.43% to $45,273 ended March 31,
2008.  This  is  due to the  payment  of the  money  borrowed  from  the  former
shareholders.

Income Tax Expense

We have accrued $ 417,878  income tax, or 3.57% of revenue in this  quarter.  We
have been granted a "tax  holiday"  granting a favorable  rate of 50% of the tax
rates in  effect  during  fiscal  2008  through  2010 as  determined  by the PRC
government and the regional tax authorities.  This year we accrue our tax at the
rate of 9%.

Net Income

The net income as of March 31 2008 has  increased  by 1.82  million or 76.52% to
$4.19 million,  compared to $2.37million for the  corresponding  period of 2007.
There are two reasons  that  contributed  to the growth.  One is the increase of
revenue and gross profit, the other is the decrease of G&A expense.





                                       15
<PAGE>

V. Analysis of financial performance for the three months ended March 31, 2008



                           CHINA PHARMA HOLDINGS, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (unaudited)

                                            For the three months ended March 31,
                                                 -------------------------------
                                                    2008               2007
                                                 -----------        -----------
                                                                    (Restated)
Cash Flows from Operating Activities:
   Net income                                   $ 4,190,541        $ 2,374,039
   Depreciation and amortization                    162,779            100,063
   Gain on sale of intangibles                         --             (569,398)
   Changes in assets and liabilities:
     Trade accounts receivable                   (5,343,190)        (1,728,236)
     Other receivables                              (44,977)          (739,783)
     Advances to suppliers                        1,275,939         (1,095,219)
     Inventory                                      234,072         (1,092,813)
     Deferred offering costs                           --               59,743
     Trade accounts payable                         275,053            247,713
     Accrued expenses                                (7,001)            27,960
     Accrued taxes payable                          738,767             78,756
     Other payables                                 (46,030)            88,814
     Advances from customers                         85,325              6,571
                                                -----------        -----------
Net Cash from Operating Activities                1,521,278         (2,241,790)
                                                -----------        -----------

Cash Flows from Investing Activities:
   Purchase of property and equipment                (6,994)            (2,360)
   Proceeds from the sale of intangibles               --               38,453
   Purchase of intangible assets                   (418,079)              --
   Advances for purchase of intangible assets    (1,918,791)           836,404
                                                -----------        -----------
Net Cash from Investing Activities               (2,343,864)           872,497
                                                -----------        -----------

Cash Flows from Financing Activities:
   Proceeds from sale of common stock and
warrants                                               --            3,797,183
   Payments of short term notes payable            (376,271)              --
   Related party payables/receivables                  --             (138,860)
                                                -----------        -----------
Net Cash from Financing Activities                 (376,271)         3,658,323
                                                -----------        -----------

Effect of Exchange Rate Changes on Cash              50,539              5,247
                                                -----------        -----------
Net Change in Cash                               (1,148,318)         2,294,277
                                                -----------        -----------
Cash and Cash Equivalents at Beginning of
Period                                            1,830,335            656,441
                                                -----------        -----------
Cash and Cash Equivalents at End of Period      $   682,017        $ 2,950,718
                                                -----------        -----------



                                       16
<PAGE>

As of March 31, 2008, the cash and cash equivalents balance reached $682,017, or
1.35% of total assets,  while the amount was $2,950,719 or 8.36% of total assets
for the three months ended March 31, 2007.

Net cash from  operating  activities  has increased by $ 3,763,068 or 167.86% to
$1,521,278  in the three  months  ended  March 31,  2008,  compared  to negative
$2,241,790  during the same time in the prior year. This  improvement  came from
the increased net income,  and an  improvement  on collection of trade  accounts
receivables.

Cash outflows from  investing  activities  were  $2,343,864 as of March 31 2008.
This is due to the purchase of intangible assets and fixed assets which cost the
company  $418,079 and $6,994  respectively,  as well as advances for purchase of
intangibles in the amount of $1,918,791.

Cash used in financing  activities  were  $376,271 for the first  quarter  ended
March 31 2008. The main reason is that the note to former  shareholders of $376,
271 was paid off. For the same time for 2007, the cash from financing activities
was $3,658,323; this is due to the completion of an offering priced at $1.70 per
unit consisting of one share of common stock and a warrant to purchase  one-half
of a share of common stock at an exercise price of $2.38 per share.  We received
gross proceeds in the aggregate  amount of $4,259,900.  The net proceeds,  after
deduction of related offering  expenses of $462,717  amounted to $3,797,183.  We
issued an aggregate of  2,505,882  shares of common stock and issued  three-year
warrants to purchase an  aggregate  of  1,252,941  shares of common  stock to 17
accredited  investors.  In December 2007, we received  proceeds of $119,000 upon
the  exercise  of  warrants  to  purchase  50,000  shares of common  stock.  The
remaining  warrants  issued in  conjunction  with the offering to buy  1,202,941
shares of common stock have not been exercised at December 31, 2007.


VII. Off-Balance Sheet Arrangements

There were no off-balance sheet arrangements.

VIII. Recently Enacted Accounting Pronouncements

In September  2006, the Financial  Accounting  Standards  Board ("FASB")  issued
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  157,  Fair Value
Measurements,  which  defines fair value,  establishes a framework for measuring
fair value in generally accepted  accounting  principles and expands disclosures
about  fair  value  measurements.  SFAS No. 157 is  effective  for fiscal  years
beginning  after  November 15,  2007,  and interim  periods  within those fiscal
years. In February 2008, the FASB issued FASB Staff Position (FSP FIN) No. 157-2
which  extended  the  effective  date  for  certain   nonfinancial   assets  and
nonfinancial  liabilities to fiscal years beginning after November 15, 2008. The
Company does not expect the  adoption of SFAS No. 157 to have a material  impact
on our consolidated financial statements.

In  February  2007,  the FASB issued  SFAS No.  159,  The Fair Value  Option for
Financial Assets and Financial  Liabilities.  SFAS No. 159 permits  companies to
choose to measure many  financial  instruments  and certain  other items at fair
value.  SFAS No. 159 is effective  for  financial  statements  issued for fiscal
years  beginning  after  November  15,  2007.  The  Company  does not expect the



                                       17
<PAGE>

adoption of SFAS No. 159 to have a material impact on our consolidated financial
statements.

In June 2007,  the Emerging  Issues Task Force of the FASB issued EITF Issue No.
07-3, "Accounting for Nonrefundable Advance Payments for Goods or Services to be
Used in Future  Research and  Development  Activities",  ("EITF  07-3") which is
effective for fiscal years beginning after December 15, 2007. EITF 07-3 requires
that  nonrefundable   advance  payments  for  future  research  and  development
activities  be deferred and  capitalized.  Such amounts will be recognized as an
expense as the goods are delivered or the related  services are performed.  EITF
07-3 is not expected to have a material  impact on our results of  operations or
financial position.

In December 2007, the FASB issued SFAS No. 141(R),  Business  Combinations,  and
SFAS No. 160,  Noncontrolling  Interests in Consolidated  Financial  Statements.
SFAS No.  141(R)  requires  an  acquirer  to  measure  the  identifiable  assets
acquired,  the  liabilities  assumed  and any  non-controlling  interest  in the
acquiree at their fair values on the  acquisition  date, with goodwill being the
excess value over the net identifiable  assets acquired.  SFAS No. 160 clarifies
that a non-controlling  interest in a subsidiary should be reported as equity in
the consolidated financial statements, consolidated net income shall be adjusted
to  include  the net  income  attributed  to the  non-controlling  interest  and
consolidated comprehensive income shall be adjusted to include the comprehensive
income attributed to the non-controlling  interest.  The calculation of earnings
per share  will  continue  to be based on  income  amounts  attributable  to the
parent. SFAS No. 141(R) and SFAS No. 160 are effective for financial  statements
issued for fiscal years  beginning  after  December 15, 2008.  Early adoption is
prohibited.  The Company has not yet determined  the effect on our  consolidated
financial statements, if any, upon adoption of SFAS No. 141(R) or SFAS No. 160.

In March  2008,  the FASB  issued SFAS No.  161,  Disclosures  about  Derivative
Instruments and Hedging Activities. SFAS No. 161 amends SFAS No. 133, Accounting
for  Derivative   Instruments  and  Hedging   Activities  to  require   enhanced
disclosures  concerning the manner in which an entity uses  derivatives (and the
reasons it uses them), the manner in which  derivatives and related hedged items
are  accounted  for under  SFAS No.  133 and  interpretations  thereof,  and the
effects that derivatives and related hedged items have on an entity's  financial
position,  financial performance,  and cash flows. SFAS No. 161 is effective for
financial  statements  of  fiscal  years and  interim  periods  beginning  after
November  15,  2008.  The  Company  has not yet  determined  the  effects on its
consolidated financial statements,  if any, that may result upon the adoption of
SFAS 161.

IX. Conclusion

The  overall  performance  during  the three  months  ended  March 31,  2008 was
outstanding. Revenue has increased by 61.98%, gross profit by 76.04%, net income
by 76.52% and EPS by 72.06%, compared to the three months ended March 31, 2007.

In order to  maintain  our  growth  and  profitability  in the  future,  we must
continue to focus our efforts on marketing and R&D. By distributing  our product
to a larger and more varied customer base, we will organically  increase revenue
and through massive R&D investment, we will increase our product line.



                                       18
<PAGE>

Item 3 - 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.  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.


                           PART II. OTHER INFORMATION

Item 1      Legal Proceedings

From  time to time,  we may  become  involved  in  various  lawsuits  and  legal
proceedings which arise in the ordinary course of business.  However, litigation
is subject to inherent  uncertainties,  and an adverse  result in these or other
matters may arise from time to time that may harm our business. We are currently
not aware of any such legal  proceeding  or claims  that we  believe  will have,
individually  or in the  aggregate,  a material  adverse effect on our business,
financial condition or operating results.

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3 - Defaults upon Senior Securities

Not Applicable.

Item 4 - Submission of Matters to a Vote of Security Holders

None.

Item 5 - Other Information



                                       19
<PAGE>

None.

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.

     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.























                                       20
<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: April 30, 2008                               By:  /s/ Zhilin Li
                                                    ------------------------
                                                    Zhilin Li
                                                    Chief Executive Officer,
                                                    President and Director


Dated: April 30, 2008                               By:  /s/ Xinhua Wu
                                                    ----------------------
                                                    Xinhua Wu
                                                    Chief Financial Officer,
                                                    and Director