U. S.
Securities and Exchange Commission


Washington,
D. C. 20549





FORM
10-Q





[X]
            QUARTERLY
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the quarterly period ended March 31, 2010[ 
      ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from _____ to
_____








Commission
File No. 0-53254





JINZANGHUANG
TIBET PHARMACEUTICALS, INC.


(Name of
Registrant in its Charter)





Delaware
            26-2443288(State
      or Other Jurisdiction of
            (I.R.S.
      Employer I.D. No.)incorporation
      or organization)





Harborside Financial Center,
2500 Plaza V, Jersey City, NJ 07311


(Address
of Principal Executive Offices)





Issuer's
Telephone Number: 201-882-3332





Indicate  by
check mark  whether the  Registrant  (1) has filed
all reports required to be filed by Sections 13 or 15(d) of
the  Securities Exchange Act of
1934  during  the  preceding  12
months  (or for such shorter  period  that the
Registrant was required to file such reports),  and (2) has been
subjected to such filing requirements for the past 90 days.





Yes X                  No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files.)  Yes ____  No ____





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check One)





Large
accelerated filer  Accelerated filer Non-accelerated filer Smaller reporting company  X





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





APPLICABLE
ONLY TO CORPORATE ISSUERS:  Indicate the number of shares outstanding
of each of the Registrant's classes of common stock, as of the latest
practicable date:





May 6,
2010


Common
Voting Stock: 40,645,063








JINZANGHUANG
TIBET PHARMACEUTICALS, INC.








TABLE OF
CONTENTS





Page(s)Consolidated
      Balance Sheets as of March 31, 2010 (Unaudited) and June 30,
      2009
            2Consolidated
      Statements of Operations and Comprehensive Income (Loss) for the Three and
      Nine Months Ended March 31, 2010 and 2009 (Unaudited)
            3Consolidated
      Statements of Cash Flows for the Nine Months Ended March 31, 2010 and 2009
      (Unaudited)
            4Notes
      to Financial Statements (Unaudited)
            5-8














JINZANGHUANG
      TIBET PHARMACEUTICALS, INC.CONSOLIDATED
      BALANCE SHEETSASSETSMarch
      31,
            
            
            June
      30,2010
            
            
            2009(Unaudited)CURRENT
      ASSETS:Cash
            
            $
            58,307
            
            
            $
            25,115Accounts
      receivable
            
            
            -
            
            
            
            32,759Inventory
            
            
            327,037
            
            
            
            326,937Advance
      to supplier
            
            
            219,658
            
            
            
            146,399Contract
      deposit
            
            
            146,800
            
            
            
            -Prepaid
      expenses and other sundry current assets
            
            
            54,394
            
            
            
            15,830TOTAL
      CURRENT ASSETS
            
            
            806,196
            
            
            
            547,040PROPERTIES
      AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION AND
      AMORTIZATION
            
            
            579,461
            
            
            
            586,000TOTAL  ASSETS
            
            $
            1,385,657
            
            
            $
            1,133,040LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIES:Accrued
      expenses and other sundry current liabilities
            
            $
            109,541
            
            
            $
            635,763TOTAL
      CURRENT LIABILITIES AND TOTAL LIABILITIES
            
            
            109,541
            
            
            
            635,763STOCKHOLDERS'
      EQUITY:Common
      stock, $0.001 par value, 300,000,000 shares authorized, 40,645,063 shares
      issued and outstanding
            
            
            40,645
            
            
            
            40,645Additional
      paid-in capital
            
            
            1,263,083
            
            
            
            490,117Accumulated
      deficit
            
            
            (95,015
            )
            
            
            (60,009
            )Accumulated
      other comprehensive income
            
            
            1,747
            
            
            
            (3
            )TOTAL
      STOCKHOLDERS' EQUITY OF JINZANGHUANG TIBET PHARMACEUTICALS,
      INC.
            
            
            1,210,460
            
            
            
            470,750NONCONTROLLING
      INTEREST IN SUBSIDIARY
            
            
            65,656
            
            
            
            26,527TOTAL
      STOCKHOLDERS' EQUITY
            
            
            1,276,116
            
            
            
            497,277TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
            
            $
            1,385,657
            
            
            $
            1,133,040





2





JINZANGHUANG
      TIBET PHARMACEUTICALS, INC.CONSOLIDATED
      STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)(Unaudited)THREE
      MONTHS ENDED
              MARCH
      31,
            
            
            NINE
      MONTHS ENDED
              MARCH
      31,2010
            
            
            2009
            
            
            2010
            
            
            2009SALES
            
            $
            61,888
            
            
            $
            -
            
            
            $
            610,374
            
            
            $
            -COSTS
      of SALES
            
            
            49,393
            
            
            
            -
            
            
            
            441,109
            
            
            
            -GROSS
      PROFIT
            
            
            12,495
            
            
            
            -
            
            
            
            169,265
            
            
            
            -COSTS
      AND EXPENSESGeneral
      and Administrative Expenses
            
            
            38,502
            
            
            
            32,323
            
            
            
            183,930
            
            
            
            125,633INCOME
      (LOSS) BEFORE INCOME TAX
            
            
            (26,007)
            
            
            
            (32,323
            )
            
            
            (14,665)
            
            
            
            (125,633
            )INCOME
      TAX (CREDIT)
            
            
            (1,199)
            
            
            
            -
            
            
            
            17,912
            
            
            
            -NET
      LOSS
            
            
            (24,808)
            
            
            
            (32,323
            )
            
            
            (32,577)
            
            
            
            (125,633
            )LESS:
      NET INCOME (LOSS) ATTRIBUTABLE TO NONCONTROLLING INTERESTS
            
            
            (236)
            
            
            
            (4,110)
            
            
            
            2,429
            
            
            
            (4,110)NET
      LOSS ATTRIBUTABLE TO THE COMPANY
            
            
            (24,572)
            
            
            
            (28,213
            )
            
            
            (35,006)
            
            
            
            (121,523
            )OTHER
      COMPREHENSIVE INCOME (LOSS)Foreign
      currency translation adjustment
            
            
            385
            
            
            
            (175)
            
            
            
            1,750
            
            
            
            (32)COMPREHENSIVE
      LOSS
            
            
            (24,187)
            
            
            
            (28,388
            )
            
            
            (33,256)
            
            
            
            (121,555
            )LESS:
      OTHER COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING
      INTERESTS
            
            $
            -
            
            
            $
            -
            
            
            $
            36
            
            
            $
            -COMPREHENSIVE LOSS
      ATTRIBUTABLE TO THE COMPANY
            
            $
            (24,187)
            
            
            $
            (28,388
            )
            
            $
            (33,292)
            
            
            $
            (121,555
            )Basic
      and diluted earnings per common share
            
            $
            0.00
            
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )Weighted
      average number of shares outstanding
            
            
            40,645,063
            
            
            
            40,645,063
            
            
            
            40,645,063
            
            
            
            40,645,063





3





JINZANGHUANG
      TIBET PHARMACEUTICALS, INC.CONSOLIDATED
      STATEMENTS OF CASH FLOW(Unaudited)NINE
      MONTHS ENDED
              MARCH
      31,2010
            
            
            2009OPERATING
      ACTIVITIES:Net
      loss attributable to the Company
            
            $
            (35,006)
            
            
            $
            (121,523
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Net
      income attributable to noncontrolling interests
            
            
            2,429
            
            
            
            21,525Depreciation
      and amortization
            
            
            6,539
            
            
            
            -Cash
      used in operating assets and liabilities:Accounts
      receivable
            
            
            32,804Inventory
            
            
            570
            
            
            
            (663,130)Advance
      to supplier
            
            
            (72,910)
            
            
            
            (137,588)Contract
      deposit
            
            
            (146,800
            )Prepaid
      exenses and other sundry current assets
            
            
            (38,403
            )
            
            
            (12,183
            )Accounts
      payable
            
            
            -
            
            
            
            352,593Accrued
      expenses and other sundry current liabilities
            
            
            (559,657
            )
            
            
            32,733NET
      CASH USED IN OPERATING ACTIVITIES
            
            
            (810,434
            )
            
            
            (527,573
            )FINANCING
      ACTIVITIES:Proceeds
      of loan from shareholder
            
            
            33,741Contribution
      from minority interest
            
            
            36,700Capital
      contribution
            
            
            772,966
            
            
            
            530,762NET
      CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            843,407
            
            
            
            530,762EFFECT
      OF EXCHANGE RATE ON CASH
            
            
            219
            
            
            
            (32
            )INCREASE
      (DECREASE) IN CASH
            
            
            33,192
            
            
            
            3,157CASH
      - BEGINNING OF PERIOD
            
            
            25,115
            
            
            
            -CASH
      - END OF PERIOD
            
            $
            58,307
            
            
            $
            3,157Supplemental
      disclosures of cash flow information:Cash
      paid for income tax
            
            $
            17,335
            
            
            $
            -





4





JINZANGHUANG
      TIBET PHARMACEUTICALS, INC.NOTES TO
      FINANCIAL STATEMENTSMARCH
      31, 2010








1    
         BASIS OF
PRESENTATION





The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted for interim financial information
and with the instructions to Form 10-Q and Article 8 of Regulation S-X relating
to smaller reporting companies.  Accordingly, they do not include all
of the information and footnotes required by generally accepted accounting
principles (“GAAP”) for complete financial statements.  In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been
included.  Operating results for the nine month period ended March 31,
2010 are not necessarily indicative of the results that may be expected for the
year ending June 30, 2010.





The
balance sheet at June 30, 2009 has been derived from the audited financial
statements at that date, but does not include all of the information and
footnotes required by GAAP for complete financial statements.





For
further information, refer to the consolidated financial statements and
footnotes thereto included in the Company’s Annual Report on Form 10-K for the
year ended June 30, 2009 filed on October 14, 2009.








2        
     BUSINESS DESCRIPTION AND SIGNIFICANT ACCOUNTING
POLICIES





Jinzanghuang
Tibet Pharmaceuticals, Inc. (“the Company”) distributes Tibetan pharmaceutical
and nutraceutical products in the People’s Republic of China (“PRC”) through a
variable interest entity named Leling Jinzanghuang Biotech Co., Ltd. (“Leling
JZH”).





On
January 12, 2009 Jinzanghuang Tibet Pharmaceuticals, Inc. acquired all of the
outstanding capital stock of Tibet Medicine, Inc. (“TMI”), a Delaware
corporation, in exchange for the issuing of 36,401,462 shares of its common
stock to the shareholders of TMI, representing 89.6% of the issued and
outstanding shares of the Company.





For
accounting purposes, the above transaction was accounted for as a reverse
merger. TMI became the surviving entity for accounting purposes, whereas the
Company will be recognized as the surviving entity for legal purposes.
Accordingly, the financial statements include the assets, liabilities and
operations of TMI.





TMI was
organized under the laws of Delaware on September 4, 2008 and is the 100% owner
of the registered capital of Beijing Taibodekang Consulting Co., Ltd.
(“BTC”).








5








JINZANGHUANG
      TIBET PHARMACEUTICALS, INC.NOTES
      TO FINANCIAL STATEMENTSMARCH
      31, 2010








BTC is a
Wholly Foreign Owned Entity that was organized under the laws of the People’s
Republic of China on December 5, 2008. On January 4, 2009, BTC entered into four
ten-year agreements (the “Entrusted Management Agreements”) with Leling JZH and
its registered equity holders.





The
purpose of these agreements is to transfer to BTC full responsibility for the
management of Leling JZH, as well as 95% of the financial benefits that arise
from the business of Leling JZH. As a result, BTC now has control over the
business of Leling JZH.





For
variable interest entities, we assess the terms of our interest in each entity
to determine if we are the primary beneficiary as prescribed by ASC 810. The
primary beneficiary of a variable interest entity is the party that absorbs a
majority of the entity’s expected losses, receives a majority of its expected
residual returns, or both, as a result of holding variable interests, which are
the ownership, contractual, or other pecuniary interests in an entity that
change with changes in the fair value of the entity’s net assets excluding
variable interests. In accordance with ASC 810, Leling JZH is considered a
variable interest entity (“VIE”).





The
accounting effect of the Entrusted Management Agreements between Beijing
Taibodekang and Leling Jinzanghuang is to cause the balance sheets and financial
results of Leling Jinzanghuang to be consolidated with those of Beijing
Taibodekang, with respect to which Leling Jinzanghuang is now a variable
interest entity.  Since the parties to the Entrusted Management
Agreements were both controlled by Xue Bangyi, who is CEO of both Beijing
Taibodekang and Leling Jinzanghuang, the financial statements included in this
report reflect the consolidation of the results of operations and cash flows of
Leling Jinzanghuang since its inception.





Leling
JZH was incorporated under the laws of PRC as a limited liability company on
November 20, 2008 and is engaged in the distribution of Tibetan pharmaceutical
and nutraceutical products in the PRC.





Basis
of presentation





The
accompanying consolidated financial statements are prepared in accordance with
generally accepted accounting principles in the United States of America (“US
GAAP”) and are presented in U.S. Dollars.





The
consolidated financial statements include the financial statements of the
Company and its subsidiaries and variable interest entity.  All
inter-company transactions and balances among the Company and its subsidiaries
are eliminated upon consolidation.





Noncontrolling
interest in subsidiary represents the allocation of earnings to the VIE owners
who are not at risk for the majority of losses of the VIE, which have been
accounted for by using the consolidation method of accounting.





Revenue
recognition





Revenue
is recognized at the date of shipment to customers when a formal arrangement
exists, the price is fixed or determinable, the delivery is completed, and no
other significant obligations of the Company exist and collectability is
reasonably assured.  Payments received before all of the relevant
criteria for revenue recognition are satisfied are recorded as advances from
customers.





If the
Company’s customer distribution agreements contain clauses that grant the
customer the right to return or exchange products, the Company accounts for
sales to these distributors under the guidance of “Revenue Recognition When
Right of Return Exists”.   If the Company does not have
sufficient historical evidence of customer acceptance, it recognizes revenue
when the return provisions lapse. When the Company has sufficient historical
evidence of customer acceptance it recognizes revenue upon shipment or
delivery.


6





JINZANGHUANG
      TIBET PHARMACEUTICALS, INC.NOTES
      TO FINANCIAL STATEMENTSMARCH
      31, 2010








Shipping
and handling costs





All
amounts billed to customers in a sales transaction for shipping and handling are
classified as revenue.





New
Accounting Pronouncements





In
May 2009, FASB issued new guidance establishing general standards of
accounting for disclosure of events that occur after the balance sheet date but
before financial statements are issued or are available to be issued, or
subsequent events. An entity should apply the requirements to interim or annual
financial periods ending after June 15, 2009. Adoption of this standard
does not have a material impact on the Company’s results of operations or
financial position.





In
June 2009, FASB established the Accounting Standards Codification TM
(“ASC”) as the single source of authoritative accounting principles recognized
by the FASB in the preparation of financial statements in conformity with GAAP.
The Codification will supersede all then-existing non-SEC accounting and
reporting standards. All other non-grandfathered non-SEC accounting literature
not included in the Codification will become non-authoritative. The Codification
is effective for financial statements issued for interim and annual periods
ending after September 15, 2009. We adopted the new guidance for the
quarter ended September 30, 2009, which changed the way we reference accounting
standards in our disclosures. Adoption of the Codification did not have a
material impact on the Company’s results of operations or financial
position.







3 
            CONTRACT
DEPOSIT





In August
2009 Leling JZH entered into a 10 year contract with the Leling BaiCaoYuan
Honeysuckle Planting Cooperative.  Pursuant to the contract, Leling
JZH advanced RMB 1,000,000 ($146,800 if translated at the March 31, 2010
exchange rate) to be used by the farmers in the Cooperative to plant honeysuckle
on 300 acres of land.  All of the honeysuckle that is produced on that
acreage and that meets quality standards will be purchased by Leling JZH at
negotiated prices that will be 25% below the wholesale market price, except that
the discount will be only 10% if the market price is less than RMB 80 per
kilogram.  Either party may terminate the agreement after Leling JZH
has recouped its investment.


7





JINZANGHUANG
      TIBET PHARMACEUTICALS, INC.NOTES
      TO FINANCIAL STATEMENTSMARCH
      31, 2010








4  
        
  CONCENTRATIONS





During
the nine months ended March 31, 2010, the Company made sales to only one
customer.





Three
products represented approximately 58%, 20% and 11% of total sales for the nine
months ended March 31, 2010.





One
product represented approximately84% of total sales for the three months ended
March 31, 2010.








5     
        SUBSEQUENT EVENTS





We have
evaluated events after the date of these financial statements through the
date that these financial statements were issued.  There were no material
subsequent events as of that date.








8





ITEM
      2.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF
      OPERATIONS





Forward-Looking
Statements: No Assurances Intended





In
addition to historical information, this Quarterly Report contains
forward-looking statements, which are generally identifiable by use of the words
“believes,” “expects,” “intends,” “anticipates,” “plans to,” “estimates,”
“projects,” or similar expressions. These forward-looking statements represent
Management’s belief as to the future of Jinzanghuang Tibet Pharmaceuticals,
Inc.  Whether those beliefs become reality will depend on many factors
that are not under Management’s control.  Many risks and uncertainties
exist that could cause actual results to differ materially from those reflected
in these forward-looking statements. Factors that might cause such a difference
include, but are not limited to, those discussed in Section 1A:  “Risk
Factors” in the Company’s Annual Report on Form 10-K for the year ended June 30,
2009.” Readers are cautioned not to place undue reliance on these
forward-looking statements. We undertake no obligation to revise or publicly
release the results of any revision to these forward-looking
statements.








Outline
of our Business





Jinzanghuang
Tibet Pharmaceuticals, Inc. is a holding company whose only asset is an indirect
100% ownership interest in Beijing Taibodekang Consulting Co., Ltd. (“Beijing
Taibodekang”), a Wholly Foreign Owned Entity organized under the laws of the
People’s Republic of China on December 5, 2008.  On January 4, 2009,
Beijing Taibodekang entered into four agreements with Leling Jinzanghuang
Biotech Co. Ltd. (“Leling Jinzanghuang”) and with the equity owners in Leling
Jinzanghuang.  Collectively, the agreements provide Beijing
Taibodekang exclusive control over the business of Leling
Jinzanghuang.  The relationship is one that is generally identified as
“entrusted management.”





Leling
Jinzanghuang is a Tibetan pharmaceutical and nutraceutical product distribution
company.  Leling Jinzanghuang was founded in November 2008 under the
laws of the People’s Republic of China with registered capital of 3.5 million
RMB ($513,450).  Leling Jinzanghuang’s executive offices and
operations are located at Fu Qian Road South End (Westside), Leling City,
Shangdong Province, in eastern China. Leling Jinzanghuang engages in the
distribution of the pharmaceutical and nutraceutical products that Tibetans have
used for centuries to treat diseases and facilitate health. The distributed
products are classified by Leling Jinzanghuang in three major categories:
pharmaceuticals, therapeutic supplements, and dietary supplements.





The
accounting effect of the Entrusted Management Agreements between Beijing
Taibodekang and Leling Jinzanghuang is to cause the balance sheets and financial
results of Leling Jinzanghuang to be consolidated with those of Beijing
Taibodekang, with respect to which Leling Jinzanghuang is now a variable
interest entity.  Since the parties to the Entrusted Management
Agreements were both controlled by Xue Bangyi, who is CEO of both Beijing
Taibodekang and Leling Jinzanghuang, the financial statements included in this
report reflect the consolidation of the results of operations and cash flows of
Leling Jinzanghuang since its inception.


9





Results
of Operations





Leling
Jinzanghuang has entered into a three-year distribution agreement with Shangdong
Jinzanghuang to distribute the Tibetan pharmaceutical and health products it
manufactures. In November 2008, we advanced $510,516 to Shangdong Jinzanghuang
for the production of products, which usually take one to two months. When our
fiscal year ended on June 30, 2009, most of that advance had been converted into
inventory, which included both goods in our warehouse and goods delivered to our
customers.  In the first nine months of the current fiscal year, we
advanced additional funds to Shangdong Jinzanghuang, bringing the balance of
advances to $219,658 as of March 31, 2010.  These additional advances
will again be liquidated through future purchases from Shangdong
Jinzanghuang.  As our business grows, we expect the balance of
advances to swell proportionately.





Our sales
during the fiscal quarter and nine months ended March 31, 2010 remained
relatively low, as we lack the capital necessary to fund a market
surge.  Sales during the quarter ended March 31, 2010 totaled $61,888
and sales during the nine months ended March 31, 2010 totaled $610,374 , all of
which arose from the distribution of the products provided by Shangdong
Jinzanghuang, and all of which were made to one customer, a sub-distributor for
our products. After deducting our cost of sales, we achieved a gross profit
margin of 20% for the three months and 28% for the nine months ended March 31,
2010.  During the period from initiation of our operations in
September 2008 to March 31, 2009 we recorded no sales.





During
the period from November 20, 2008 to March 31, 2009 we incurred $125,633 in
general and administrative expenses.  Most of those expenses were
incurred in relation to our efforts to complete a reverse merger of Beijing
Taibodekang into a US public shell corporation.  During the quarter
ended March 31, 2010, however, our general and administrative expenses totaled
$38,502.  During the nine months then ended, general and
administrative expenses totaled $183,930.   The growth in these
expenses primarily reflects the expenses resulting from our new status as a
reporting public company, as well as the fact that there were only five months
of operations in the period ended March 31, 2009.    We
expect our selling, general and administrative expenses to increase in
proportion to the increase in our business activity in the coming
periods.





Because
our sales volume was low during the three and nine month periods ended March 31,
2010, our gross profit was less than our administrative expenses.  As
a result, our business generated a net loss of $24,808 during the quarter ended
March 31, 2010 and generated a consolidated net loss of $32,577 during the nine
months ended March 31, 2010.  The Entrusted Management Agreements
provide, however, that Beijing Taibodekang will receive only 95% of the net
profits and suffer 95% of the net losses generated by Leling
Jinzanghuang.  The remaining 5% will inure to the benefit of the
owners of Leling Jinzanghuang.  For that reason, we attributed $236 of
the net loss for the three months (5% of Leling Jinzanghuang’s total net loss
for the period) to noncontrolling interests, and credited $2,429 of Leling
Jinzanghuang’s net income for the nine months ending March 31, 2010 to the
noncontrolling interest.  This reduced the net loss attributable to
the Company’s shareholders for the three month period and increased the net loss
attributable to the Company’s shareholders for the nine month
period.


10




Liquidity and Capital
Resources





To date,
Leling Jinzanghuang has been funded by the contribution of our registered
capital made by Leling Jinzanghuang’s four founders: Wang Shuxiang, Zhen Yilin,
Yang An, and Kong Ruifen.  In addition, Mr. Xue Bangyi contributed the
capital required by Tibet Medicine, Inc. in order to accomplish its reverse
merger into the Company.  As a result, at March 31, 2010, we had no
bank or other debt.





In May
2009, we purchased a building for our operations.  The purchase price
was approximately equal to the capital contributions of our
founders.  As a result, we had a working capital deficit at June 30,
2009 totaling $88,723.  The deficit occurred because the expenses we
incurred to initiate our business had not, as of June 30, 2009, been recaptured
through sales, and the cash received from sales had been reinvested in inventory
and advances to suppliers.  During the nine months ended March 31,
2010, our principal shareholders made an additional capital contribution of
$772,966, most of which we applied to satisfy our accrued expenses and
liabilities.  As a result of that contribution, at March 31, 2010 our
working capital had grown to $696,655.





Our
business plan contemplates that we will obtain $5 million to $10 million in
additional capital during 2010.  The funds are needed in order
to:





·
            Relocate
      our headquarters from Shangdong to Beijing, where we will have greater
      access to marketing channels;





·
            Implement
      our direct marketing program, including development of an online
      presence;





·
            Acquire
      the rights to pharmaceuticals and nutraceuticals that will complement our
      existing product line;





·
            Carry
      on clinical trials of pharmaceuticals required to obtain SFDA
      approval;





·
            Establish
      franchisees throughout China; and





·
            Implement
      an advertising and marketing program adequate to assure us of substantial
      market presence.





Our plan
is to sell a portion of our equity in order to obtain the necessary funds, which
will reduce the equity share of our existing shareholders.  To date,
however, we have received no commitment from any source for funds.





Off-Balance
Sheet Arrangements





We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition or results of
operations.








ITEM 3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Not
applicable.


11





ITEM
      4.
            CONTROLS
      AND PROCEDURES





(a)           
Evaluation of disclosure
controls and procedures.





The term
“disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to
the controls and other procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that it files
under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded,
processed, summarized and reported within required time periods. “Disclosure
controls and procedures” include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by a company in the
reports that it files or submits under the Exchange Act is accumulated and
communicated to the company’s management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure The
Company’s management, with the participation of the Chief Executive Officer and
the Chief Financial Officer, has evaluated the effectiveness of the Company’s
disclosure controls and procedures as of the end of the period covered by this
report (the “Evaluation Date”). Based on that evaluation, the Company’s Chief
Executive Officer and Chief Financial Officer have concluded that, as of the
Evaluation Date, such controls and procedures were effective.





(b)           
Changes in internal
controls.





The term
“internal control over financial reporting” (defined in SEC Rule 13a-15(f))
refers to the process of a company that is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting principles. The Company’s management, with the participation
of the Chief Executive Officer and Chief Financial Officer, has evaluated any
changes in the Company’s internal control over financial reporting that occurred
during the fiscal quarter covered by this report, and they have concluded that
there was no change to the Company’s internal control over financial reporting
that has materially affected, or is reasonably likely to materially affect, the
Company’s internal control over financial reporting.





PART
II   -   OTHER INFORMATION





Item 1A.             
RiskFactors





There
have been no material changes from the risk factors included in the Annual
Report on Form 10-K for the year ended June 30, 2009.





Item
6.           
      Exhibits





31.1
            Rule
      13a-14(a) Certification - CEO31.2
            Rule
      13a-14(a) Certification - CFO32
            Rule
      13a-14(b) Certifications




12





SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to
be signed on its behalf by the undersigned thereunto duly
authorized.





JINZANGHUANG
      TIBET PHARMACEUTICALS, INC.Date:
      May 17, 2010
            By:
      /s/ Xue
      BangyiXue
      Bangyi, Chief Executive Officer









13


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