UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549

                                  FORM 10-KSB/A


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

     For the fiscal year ended: JANUARY 31, 2004


                        HUBEI PHARMACEUTICAL GROUP, LTD.
             -------------------------------------------------------
             (Exact name of registrant as specified in its charter)


              Nevada                    0-25553                 88-0419476
---------------------------------  ---------------------  ----------------------
  (State or other jurisdiction      (Commission File          (IRS Employer
of incorporation or organization)        Number)            Identification No.)


  410 Park Avenue, 15th Floor
  New York, NY,                                                  10022
-----------------------------------------              -------------------------
(Address of principal executive offices)                       (Zip Code)


       Registrant's telephone number
           (including area code)                             (604) 881-2899
                                      _____

Securities registered pursuant to Section 12(b) of the Act:     None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value, OTC-BB

Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the 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 if disclosure of delinquent filers pursuant to Item 405
or Regulation S-K is not contained herein, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]

State issuer's revenues for its' most recent fiscal year.         $0.00

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.

April 30th, 2004 - $0.62. There are approximately 18,815,635 shares of voting
common stock of the Company with an aggregate value $11,667,000 held by
non-affiliates.


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    REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

                                Not applicable.

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant's classes of
common equity, as of the latest practicable date:

April 30th, 2004  -  31,430,635 Common Shares

                      DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents Incorporated by Reference" is contained in Item 13
of this Report.

Transitional Small Business Registrant Format   Yes  [ ]  No  [X]


Item  13  Exhibits  and  Reports
The following exhibits now required under the Sarbanes-Oxley act were omitted
from the original filing on Form 10-KSB and are included herein:

32.1     CERTIFICATION  of  Reid  Li
32.2     CERTIFICATION  of  Eric  Fletcher


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