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 December 31, 2009[
      ]
            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.




YesX                  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 filerSmaller 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:




February
19, 2009


Common
Voting Stock: 40,645,063





JINZANGHUANG
TIBET PHARMACEUTICALS, INC.





TABLE OF
CONTENTS





Page(s)Consolidated
      Balance Sheets as of December 31, 2009 (Unaudited) and June 30,
      2009
            2Consolidated
      Statements of Operations and Comprehensive Income (Loss) for the Three and
      Six Months Ended December 31, 2009 (Unaudited)
            3Consolidated
      Statements of Cash Flows for the Six Months Ended December 31, 2009
      (Unaudited)
            4Notes
      to Financial Statements (Unaudited)
            5-7












JINZANGHUANG
      TIBET PHARMACEUTICALS, INC.CONSOLIDATED
      BALANCE SHEETSASSETSDecember
      31,
              
              
              June
      30,2009
              
              
              2009(Unaudited)CURRENT
      ASSETS:Cash
              
              $
              138,349
              
              
              $
              25,115Accounts
      receivable
              
              
              -
              
              
              
              32,759Inventory
              
              
              376,047
              
              
              
              326,937Advance
      to supplier
              
              
              109,484
              
              
              
              146,399Contract
      deposit
              
              
              146,700
              
              
              
              -Prepaid
      expenses and other sundry current assets
              
              
              65,497
              
              
              
              15,830TOTAL
      CURRENT ASSETS
              
              
              836,077
              
              
              
              547,040PROPERTIES
      AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION AND
      AMORTIZATION
              
              
              582,693
              
              
              
              586,000TOTAL  ASSETS
              
              $
              1,418,770
              
              
              $
              1,133,040LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIES:Accrued
      expenses and other sundry current liabilities
              
              $
              152,375
              
              
              $
              635,763TOTAL
      CURRENT LIABILITIES AND TOTAL LIABILITIES
              
              
              152,375
              
              
              
              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
              
              
              1,228,925
              
              
              
              490,117Accumulated
      deficit
              
              
              (70,443
              )
              
              
              (60,009
              )Accumulated
      other comprehensive income
              
              
              1,401
              
              
              
              (3
              )TOTAL
      STOCKHOLDERS' EQUITY OF JINZANGHUANG TIBET PHARMACEUTICALS,
      INC.
              
              
              1,200,528
              
              
              
              470,750NONCONTROLLING
      INTEREST IN SUBSIDIARY
              
              
              65,867
              
              
              
              26,527TOTAL
      STOCKHOLDERS' EQUITY
              
              
              1,266,395
              
              
              
              497,277TOTAL
      LIABILITIES AND STOCKHOLDERS' EQUITY
              
              $
              1,418,770
              
              
              $
              1,133,040


2


JINZANGHUANG
      TIBET PHARMACEUTICALS, INC.CONSOLIDATED
      STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)(Unaudited)THREE
      MONTHS ENDED
                DECEMBER
      31,
              
              
              SIX
      MONTHS ENDED
                DECEMBER
      31,2009
              
              
              2008
              
              
              2009
              
              
              2008SALES
              
              $
              323,536
              
              
              $
              -
              
              
              $
              548,486
              
              
              $
              -COSTS
      of SALES
              
              
              219,860
              
              
              
              -
              
              
              
              391,716
              
              
              
              -GROSS
      PROFIT
              
              
              103,676
              
              
              
              -
              
              
              
              156,770
              
              
              
              -COSTS
      AND EXPENSESGeneral
      and Administrative Expenses
              
              
              60,958
              
              
              
              93,310
              
              
              
              145,428
              
              
              
              93,310INCOME
      (LOSS) BEFORE INCOME TAX
              
              
              42,718
              
              
              
              (93,310
              )
              
              
              11,342
              
              
              
              (93,310
              )INCOME
      TAX
              
              
              16,875
              
              
              
              -
              
              
              
              19,111
              
              
              
              -NET
      INCOME (LOSS)
              
              
              25,843
              
              
              
              (93,310
              )
              
              
              (7,769
              )
              
              
              (93,310
              )LESS:
      NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS
              
              
              2,489
              
              
              
              -
              
              
              
              2,665
              
              
              
              -NET
      INCOME (LOSS) ATTRIBUTABLE TO THE COMPANY
              
              
              23,354
              
              
              
              (93,310
              )
              
              
              (10,434
              )
              
              
              (93,310
              )OTHER
      COMPREHENSIVE (INCOME) LOSSForeign
      currency translation adjustment
              
              
              21
              
              
              
              -
              
              
              
              1,365
              
              
              
              -COMPREHENSIVE
      INCOME (LOSS)
              
              
              23,375
              
              
              
              (93,310
              )
              
              
              (9,069
              )
              
              
              (93,310
              )LESS:
      OTHER COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING
      INTERESTS
              
              $
              -
              
              
              $
              -
              
              
              $
              36
              
              
              $
              -COMPREHENSIVE
      (INCOME) LOSS ATTRIBUTABLE TO THE COMPANY
              
              $
              23,375
              
              
              $
              (93,310
              )
              
              $
              (9,105
              )
              
              $
              (93,310
              )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)SIX
      MONTHS ENDED
                DECEMBER
      31,2009
              
              
              2008OPERATING
      ACTIVITIES:Net
      loss attributable to the Company
              
              $
              (10,434
              )
              
              $
              (93,310
              )Adjustments
      to reconcile net loss to net cash usedin operating
      activities:Net
      income attributable to noncontrolling interests
              
              
              2,665
              
              
              
              -Depreciation
      and amortization
              
              
              7,452Cash
      used in operating assets and liabilities:Accounts
      receivable
              
              
              32,804
              
              
              
              (97,134
              )Inventory
              
              
              (48,664
              )Advance
      to supplier
              
              
              37,115Contract
      deposit
              
              
              (146,700
              )
              
              
              11,003Prepaid
      exenses and other sundry current assets
              
              
              (49,644
              )
              
              
              (425,882
              )Accounts
      payable
              
              
              -
              
              
              
              59,481Accrued
      expeses and other sundry current liabilities
              
              
              (517,961
              )
              
              
              6,804NET
      CASH USED IN OPERATING ACTIVITIES
              
              
              (693,367
              )
              
              
              (539,038
              )INVESTING
      ACTIVITIES:Acquisition
      of property and equipment
              
              
              (3,345
              )
              
              
              -NET
      CASH USED IN INVESTING ACTIVITIES
              
              
              (3,345
              )
              
              
              -FINANCING
      ACTIVITIES:Proceeds
      of loan from shareholder
              
              
              33,741Contribution
      from minority interest
              
              
              36,675
              
              
              
              856,402Capital
      contribution
              
              
              738,808NET
      CASH PROVIDED BY FINANCING ACTIVITIES
              
              
              809,224
              
              
              
              856,402EFFECT
      OF EXCHANGE RATE ON CASH
              
              
              722
              
              
              
              (143
              )INCREASE
      (DECREASE) IN CASH
              
              
              113,234
              
              
              
              317,221CASH
      - BEGINNING OF PERIOD
              
              
              25,115
              
              
              
              -CASH
      - END OF PERIOD
              
              $
              138,349
              
              
              $
              317,221Supplemental
      disclosures of cash flow information:Cash
      paid for income tax
              
              $
              2,062
              
              
              $
              -




4


JINZANGHUANG
      TIBET PHARMACEUTICALS, INC.NOTES
      TO FINANCIAL STATEMENTSDECEMBER
      31, 2009








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 six month period ended December
31, 2009 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 STATEMENTSDECEMBER
      31, 2009




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 according 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 STATEMENTSDECEMBER
      31, 2009





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 singlesource 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 is not expected to have a material impact on the Company’s results
of operations or financialposition.





In August
2009, the FASB updated the accounting standards to provide additional guidance
on estimating the fair value of a liability in a hypothetical transaction where
the liability is transferred to a market participant. The standard is effective
for the first reporting period, including interim periods, beginning after
issuance. The Company does not expect the adoption to have a material effect on
its consolidated results of operations and financial condition







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 ($146,700 if translated on December 31, 2009 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 STATEMENTSDECEMBER
      31, 2009




4  
          CONCENTRATIONS




During
the six months ended December 31, 2009, the Company made sales to only one
customer.





Three
products represented approximately 54%, 23% and 12% of total sales for the six
months ended December 31, 2009.





One
product represented approximately 90% of total sales for the three months ended
December 31, 2009.








5 SUBSEQUENT
EVENTS





We have
evaluated events after the date of these financial statements through February
11, 2010, 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 includes both goods in our warehouse and goods delivered to our
customers.  In the first three months of the current fiscal year, we
advanced additional funds to Shangdong Jinzanghuang, bringing the balance of
advances to $109,484 as of December 31, 2009.  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 six months ended December 31, 2009 remained
relatively low, as we lack the capital necessary to fund a market
surge.  Sales during the quarter ended December 31, 2009 totaled
$323,536 and sales during the six months ended December 31, 2009 totalled
$548,486, 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 32% for the three months and 28% for the six months
ended December 31, 2009.  During the period from initiation of our
operations in September 2008 to December 31, 2008 we recorded no
sales.




During
the period from November 20, 2008 to December 31, 2008 we incurred $93,310 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 December 31, 2009, however, our general and administrative expenses
totaled $60,958.  During the six months then ended, general and
administrative expenses totaled $145,428.   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 two months of
operations in the period ended December 31, 2008.    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 six month periods ended December 31, 2009, our gross profit was
not significantly larger than our administrative expenses.  As a
result, our business generated only $25,843 in net income during the quarter
ended December 31, 2009 and generated a consolidated net loss of $7,769 during
the six months ended December 31, 2009.  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 $2,489
in net income for the three months and $2,665 in net income for the six months
(5% of Leling Jinzanghuang’s total net income for the periods) to noncontrolling
interests.


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 December 31, 2009, 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 quarter ended September 30,
2009, our principal shareholders made an additional capital contribution of
$738,808, most of which we applied to satisfy our accrued expenses and
liabilities.  As a result of that contribution, at December 31, 2009
our working capital had grown to $683,702.




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:
      February 19, 2010
            By:
      /s/ Xue
      BangyiXue
      Bangyi, Chief Executive Officer








13


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