UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

                  For the quarterly period ended March 31, 2008
      Or

[ ]  Transition  Report  Pursuant  to Section 13 or 15 (d) of the  Securities
     Exchange Act of 1934

                          Commission File Number: None

                          TONGJI HEALTHCARE GROUP, INC.

         Nevada                                        None
---------------------------------         ---------------------------------
State or other jurisdiction              (I.R.S.) Employer Identification No.
   of incorporation
                                No.5 Beiji Road,
                             Nanning, Guangxi, China
                        --------------------------------
                     Address of principal executive offices

                                0086-771-2020000
                            -------------------------
               Registrant's telephone number, including area code

                                       N/A
                            -------------------------
                  Former address of principal executive offices

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 preceding 12 months (or for such shorter period that the Registrant was
required to file such reports) and (2) had been subject to such filing
requirements for the past 90 days.
            Yes   X                      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]
(Do not check if a smaller reporting company)

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

         Class of Stock       No. Shares Outstanding         Date

              Common                ___________          ______________

<PAGE>

                          TONGJI HEALTHCARE GROUP, INC.
                           CONSOLIDATED BALANCE SHEETS
                   AS OF MARCH 31, 2008 (UNAUDITED) AND DECEMBER 31, 2007

                                                 March 31,        December 31,
                                                    2008             2007
                                                 ----------      -------------
                        ASSETS                  (Unaudited)        (Audited)
Current Assets
Cash and cash equivalents                      $    72,559         $  23,165
    Accounts receivable,  net                      247,628           287,593
    Due from related parties                       883,551         1,516,026
    Inventory, net                                  81,202           152,242
    Prepaid expenses and other current assets       76,096            32,779
                                               -----------         ---------
Total Current Assets                             1,361,037         2,011,805
Property, Plant and Equipment, net               3,774,968         2,148,801
Other Assets
    Capital lease deposit                          149,743           143,945
                                               -----------       -----------
TOTAL ASSETS                                   $ 5,285,748       $ 4,304,551
                                               ===========       ===========

                  LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
    Accounts payable and accrued expenses      $   344,271       $   418,368
    Due to related parties                       2,755,887         1,563,842
    Other payable                                  176,387           161,350
    Short term bank loan                           427,838           411,270
    Deferred gain on sale & lease back             108,532           104,329
    Capital lease obiligation-short term           312,226           293,394
                                               -----------       -----------
         Total Current Liabilities               4,125,140         2,952,554

Long Term Liabilities
  Capital lease obligation                         588,091           642,968
  Deferred gain on sale & lease back               180,887           199,964
                                               -----------       -----------
     Total Long Term Liabilities                   768,978           842,932

         Total Liabilities                       4,894,118         3,795,486

STOCKHOLDERS' EQUITY
  Preferred stocks; $0.001 par value,
   20,000,000 shares authorized and 0 share
   issued and outstanding                               --                --
  Common stocks; $0.001 par value, 100,000,000
   shares authorized and 15,652,557 shares
   issued and outstanding respectively              15,653            15,653
    Additional paid in capital                     347,347           347,347
    Statutory reserve                               41,812            41,812
    Retained earnings                              (74,031)           61,079
    Accumulated other comprehensive income          60,849            43,174
                                               -----------       -----------
            Total Stockholders' Equity             391,630           509,065
                                               -----------       -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $ 5,285,748       $ 4,304,551
                                               ===========       ===========

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

                                       1
<PAGE>



                          TONGJI HEALTHCARE GROUP, INC.
        CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME
            FOR THE THREE MONTH PERIODS ENDED MARCH 31, 2008 AND 2007
                                   (UNAUDITED)


                                                2007              2008
                                                ----              ----

PATIENT SERVICE REVENUE                     $  583,109        $  470,826
   Cost of Revenue                             299,788           248,528
                                           -----------        ----------

GROSS PROFIT                                   283,321           222,298
                                           -----------        ----------

OPERATING EXPENSES
   Selling expenses                            198,143           104,970
   General and administrative expenses          42,438            43,086
Depreciation expenses                           93,236            36,407
                                          ------------        ----------
      Total operating expenses                 333,817           184,463
                                          ------------        ----------

INCOME (LOSS) FROM OPERATIONS                  (50,494)           37,835
                                          ------------        ----------

OTHER INCOME (EXPENSE)
   Other income                                    957                --
   Interest income, net of expense             (85,573)            6,145
                                          ------------        ----------
      Total Other Income (Expense)             (84,615)            6,145
                                          ------------        ----------

NET INCOME (LOSS) BEFORE
    INCOME TAXES                              (135,110)           31,690
   Provision for Income Taxes                       --           (10,800)
                                          ------------        ----------

NET INCOME (LOSS)                             (135,110)           20,890
Foreign currency translation gain               17,675             3,899
                                          ------------        ----------

COMPREHENSIVE INCOME (LOSS)               $  (117,435)       $    24,789
                                          ============       ===========

NET INCOME (LOSS) PER BASIC
     AND DILUTED SHARES                   $    (0.009)       $     0.001
                                          ===========        ===========

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES OF OUTSTANDING             15,652,557         15,652,557
                                           ==========        ===========


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


                                       2
<PAGE>


                          TONJI HEALTHCARE GROUP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2008 AND 2007
                                   (UNAUDITED)

                                                           2008         2007
                                                          ------        ----
 Cash flows from operating activities:
     Net income (loss)                                  $(135,110)    $ 20,890
     Adjustments to reconcile net income (loss) to
          net cash provided by operating activities:
          Depreciation, amortization and impairment        93,236       36,407
          Allowance for doubtful accounts                       -       (3,035)
          Change  in assets and liabilities:
            Decrease in accounts receivable                50,492       57,943
            Decrease in inventory                          75,589       18,586
            (Increase) decrease in prepaid expense
               and other current assets                    29,063       24,987
            (Decrease) in accounts payable and
               accrued expenses                            36,577       (4,891)
            (Decrease) in unearned revenue                (26,576)           -
            Increase in other payables                      7,732            -
                                                        ---------      --------
                Total adjustment                          266,113      129,997
                                                        ---------      -------

 Net Cash Provided By Operating Activities                131,004      150,887
                                                        ---------      -------
Cash flows from investing activities:
    (Acquisitions) of fixed assets                        (1,840)         (385)
    Payments of construction and lease back           (1,599,385)            -
    Due from related parties                             609,109        (4,290)
                                                       ---------       -------
Net Cash Used in Investing Activities                   (992,116)       (4,675)
                                                       ---------       -------
 Cash flows from financing activities:
   Payments of capital lease                             (72,252)            -
   Due to related parties                                980,830      (119,417)
                                                       ---------      --------
Net Cash Provided by (Used in) Financing Activities      908,578      (119,417)
                                                       ---------      --------
Effects of foreign currency translation                    1,928        (5,179)
                                                       ---------      --------
Net Increase in Cash and Cash Equivalents                 49,394        21,616

Cash and Cash Equivalents-Beginning of Period             23,165        16,065
                                                       ---------      --------
Cash and Cash Equivalents-Ending of Period                72,559        37,681
                                                       =========      ========

 Cash Paid During the Year for:
     Income taxes                                      $       -      $      -
                                                       =========      ========
     Interest paid                                     $ 155,818      $      -
                                                       =========      ========


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


                                       3
<PAGE>


                          TONGJI HEALTHCARE GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             March 31, 2008 AND 2007

NOTE 1- ORGANIZATION AND BASIS OF PRESENTATION

Nanning Tongji Hospital, Inc. ("NTH") was established in Nanning in the province
of Guangxi of the  Peoples  Republic  of China  ("PRC")  by the  Nanning  Tongji
Medical Co. Ltd. and an individual on October 30, 2003.

NTH is an assigned  hospital for medical  insurance in Nanning and Guangxi.  NTH
contains  specialties in the areas of internal  medicine,  surgery,  gynecology,
pediatrics,    emergency   medicine,    ophthalmology,    medical   cosmetology,
rehabilitation,   dermatology,  otolaryngology,  traditional  Chinese  medicine,
medical imaging, anesthesia,  acupuncture, physical therapy, health examination,
and prevention.

On December 19, 2006, the officers of NTH filed Articles of Incorporation in the
State of Nevada which was approved December 19, 2006 to create Tongji Healthcare
Group, Inc. a Nevada corporation (the "Company") and also established Tongji,
Inc., a Colorado corporation ("Tongji") a wholly owned subsidiary of the
Company.

On December 27, 2006, Tongji acquired 100% of the equity in NTH pursuant to an
Agreement and Plan of. Pursuant to the acquisition of NTH, it became the wholly
owned subsidiary of Tongji. The Company incorporated with 50,000,000 shares of
common stock and 20,000,000 shares of preferred stock both with a par value of
$0.001. The Company issued 15,652,557 shares of common stock to the shareholders
of NTH in exchange for 100% of the issued and outstanding shares of NTH.
Thereafter and for purposes of these consolidated financial statements the
"Company" and "NTH" are used to refer to the operations of Nanning Tongji
Hospital Co. Ltd.

The acquisition of NTH is accounted for as a reverse acquisition under the
purchase method of accounting since the shareholders of NTH obtained control of
the consolidated entity. Accordingly, the reorganization of the two companies is
recorded as a recapitalization of NTH, with NTH being treated as the continuing
operating entity. The historical financial statements presented herein will be
those of NTH.

According to the PRC Regulation of Healthcare Institutions, hospitals shall be
subject to register with the Administration of Health of the local government to
obtain their license for hospital service operation. The Company received its
renewed operation license from Nanning's government in May of 2005, and this
license remains valid until the next scheduled renewing date of May 2009.

Other existing regulations having material effects on the Company's business
include those dealing with physician's licensing, usage of medicine and
injection, public security in health and medical advertising.

                                       4
<PAGE>

As the Company maintains a facility with an excess of 100 beds, they must have
their license renewed at least every three years. The Company is also obligated
to provide free service or dispatch their physicians or employees for public
assistance. In the US this is commonly referred to as charity care. The Company
has a very small percentage of their service for this area.

NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited financial statements of the Company have been
prepared in accordance with generally accepted accounting principles for interim
financial information. Accordingly, they do not include all of the information
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of normal
recurring adjustments) considered necessary for a fair presentation have been
included. Operating results for the interim periods are not necessarily
indicative of the results for any future period. These statements should be read
in conjunction with the Company's audited financial statements and notes thereto
for the fiscal year ended December 31, 2007. The results of the three month
period ended March 31, 2008 are not necessarily indicative of the results to be
expected for the full fiscal year ending December 31, 2008.

Principles of Consolidation

The consolidated financial statements include the accounts of Tongji Healthcare
Group, Inc. and its wholly owned subsidiaries Tongji, Inc. and Nanning Tongji
Hospital, Inc. All significant intercompany accounts and transactions have been
eliminated in consolidation.

Use of 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 disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  On an on-going basis,  the Company  evaluates its
estimates,  including,  but not limited to, those related to  depreciation,  bad
debts,  income taxes and  contingencies.  Actual results could differ from those
estimates.

Foreign Currency Translation

The Company's functional currency is that of the PRC which is the Chinese
Renminbi (RMB). The reporting currency is that of the US Dollar. Capital
accounts of the consolidated financial statements are translated into United
States dollars from RMB at their historical exchange rates when the capital
transactions occurred. Assets and liabilities are translated at the exchange
rates as of the balance sheet date. Income and expenditures are translated at
the average exchange rate of the year. The RMB is not freely convertible into
foreign currency and all foreign currency exchange transactions must take place
through authorized institutions. No representation is made that the RMB amounts
could have been, or could be, converted into US dollar at the rates used in
translation.

                                       5
<PAGE>

The Company records these translation adjustments as accumulated
other comprehensive income (loss). Gains and losses from foreign currency
transactions are included in other income (expense) in the results of
operations. For the three month period ended March 31, 2008 and 2007, the
Company recorded approximately $17,675 and $3,899 in transaction gains as a
result of currency translation.

Revenue Recognition

The Company's revenue recognition policies are in compliance with Staff
Accounting Bulletin (SAB) 104. Sales revenue is recognized at the date of
shipment to customers or services has been rendered when a formal arrangement
exists, the price is fixed or determinable, the delivery is completed, no other
significant obligations of the Company exist and collectibility is reasonably
assured. Payments received before all of the relevant criteria for revenue
recognition are satisfied are recorded as unearned revenue.

The  Company  generates  revenue  from the  individuals  as well as  third-party
payers,  including PRC government programs and insurance providers,  under which
the  hospital is paid based upon  several  methodologies  including  established
charges,  the cost of providing  services,  predetermined  rates per  diagnosis,
fixed  per diem  rates or  discounts  from  established  charges.  Revenues  are
recorded at  estimated  net amounts due from  patients,  third-party  payers and
others for  healthcare  services  provided at the time the service is  provided.
Revenues  for  pharmaceutical  drug  sales are  recognized  upon the drug  being
administered  to a patient or at the time a prescription is filled for a patient
that contain an executed prescription slip by a registered physician.

Revenues are recorded at estimated net amounts due from patients and  government
Medicare funds. The Company's  accounting system calculates the expected amounts
payable  by the  government  Medicare  funds.  The  Company  bills for  services
provided to Medicare  patients  through a medical card (the US  equivalent to an
insurance card).  The Company normally  receives 90% of the billed amount within
90 days with the  remaining  10% upon approval by the end of the year by the PRC
government.  However,  there have not been significant  differences  between the
amounts  the  Company  bills  the  government  Medicare  funds  and the  amounts
collected from the Medicare funds.

Accounts Receivable

Accounts receivable are recorded at the estimated net realizable amounts from
government units, insurance companies and patients. Generally, the third-party
payers reimburse the Company on a 30-day cycle, so collections for the Company
has historically not been considered to be an area that exposes the Company to
additional risk. Hospital staff does perform verification of patient coverage
prior to examinations and/or procedures taking place.

For  any  Medicare  patient  who  visits  the  hospital  that is  qualified  for
acceptance, the hospital will only include the portion that the social insurance
organization  in the accounts  receivable  and collects the self-pay  portion in
cash at the time of the service.  At times, the pre-determined rate the hospital
will  charge  may be  different  than  the  approved  Medicare  rate,  thus  the
likelihood  of some bad debt can occur.  Management  continues to evaluate  this
estimate on an ongoing basis.

                                       6
<PAGE>

The Company has established a reserve for uncollectibles of $56,747 and $54,549
as of March 31, 2008 and December 31, 2007.

Advertising Costs

The Company expenses the costs associated with advertising as incurred.
Advertising expenses for the three month period ended March 31, 2008 and 2007 of
$89,131 and $61,637, respectively are included in selling and promotional
expenses in the statements of income. Advertising costs include marketing
brochures and an advertising campaign to the public.

Earnings (Loss) Per Share of Common Stock

Earnings per share is calculated in accordance with the Statement of financial
accounting standards No. 128 (SFAS No. 128), "Earnings per share". SFAS No. 128
superseded Accounting Principles Board Opinion No.15 (APB 15). Net loss per
share for all periods presented has been restated to reflect the adoption of
SFAS No. 128. Basic net loss per share is based upon the weighted average number
of common shares outstanding. Diluted net loss per share is based on the
assumption that all dilutive convertible shares and stock options were converted
or exercised. Dilution is computed by applying the treasury stock method. Under
this method, options and warrants are assumed to be exercised at the beginning
of the period (or at the time of issuance, if later), and as if funds obtained
thereby were used to purchase common stock at the average market price during
the period.

The Company has not granted any options or warrants during 2008 or 2007, and
there are no options or warrants outstanding as of March 31, 2008 and December
31, 2007.

Income Taxes

The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which requires
the recognition of deferred tax assets and liabilities for the expected future
tax consequences of events that have been included in the financial statements
or tax returns. Under this method, deferred income taxes are recognized for the
tax consequences in future years of differences between the tax bases of assets
and liabilities and their financial reporting amounts at each period end based
on enacted tax laws and statutory tax rates applicable to the periods in which
the differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount
expected to be realized.

In accordance with the relevant tax laws and regulations of PRC and US, the
corporation income tax rate would typically be 33% in the PRC. The Company has
received a waiver (duty free certificate) from the taxing authorities in the PRC
for corporate enterprise income tax for the year ended 2004 through 2006.
Effective 2007, the Company will be taxed at the rate of 33%.

Beginning January 1, 2008, the new Enterprise Income Tax (EIT) law will replace
the existing laws for Domestic Enterprises (DES) and Foreign Invested
Enterprises (FIEs). The new standard EIT rate of 25% will replace the 33% rate
currently applicable to both DES and FIEs.


                                       7
<PAGE>

In addition, companies in the PRC are required to pay business taxes consisting
of 5% of income they derive from providing medical treatment and city construct
taxes, and educational taxes are based on 7% and 3% of the business taxes, and
the Company had accrued these taxes for 2005. The Company has received
notification that they are exempt from these taxes for the years ending 2006
through 2008.

Segment Information

Statement of Financial Accounting Standards No. 131 ("SFAS 131"), "Disclosure
About Segments of an Enterprise and Related Information" requires use of the
"management approach" model for segment reporting. The management approach model
is based on the way a company's management organizes segments within the company
for making operating decisions and assessing performance. Reportable segments
are based on products and services, geography, legal structure, management
structure, or any other manner in which management disaggregates a company. SFAS
131 has no effect on the Company's consolidated financial statements as the
Company consists of one reportable business segment. All revenue is from
customers in People's Republic of China. All of the Company's assets are located
in People's Republic of China.

Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements", which is an amendment of Accounting Research
Bulletin ("ARB") No. 51. This statement clarifies that a noncontrolling interest
in a subsidiary is an ownership interest in the consolidated entity that should
be reported as equity in the consolidated financial statements. This statement
changes the way the consolidated income statement is presented, thus requiring
consolidated net income to be reported at amounts that include the amounts
attributable to both parent and the noncontrolling interest. This statement is
effective for the fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008. Based on current conditions, the
Company does not expect the adoption of SFAS 160 to have a significant impact on
its results of operations or financial position.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business
Combinations." This statement replaces FASB Statement No. 141, "Business
Combinations." This statement retains the fundamental requirements in SFAS 141
that the acquisition method of accounting (which SFAS 141 called the purchase
method) be used for all business combinations and for an acquirer to be
identified for each business combination. This statement defines the acquirer as
the entity that obtains control of one or more businesses in the business
combination and establishes the acquisition date as the date that the acquirer
achieves control. This statement requires an acquirer to recognize the assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree at the acquisition date, measured at their fair values as of that date,
with limited exceptions specified in the statement. This statement applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008. The Company does not expect the adoption of SFAS 160 to have
a significant impact on its results of operations or financial position.

                                       8
<PAGE>

In March, 2008, the FASB issued FASB Statement No. 161, "Disclosures about
Derivative Instruments and Hedging Activities". The new standard is intended to
improve financial reporting about derivative instruments and hedging activities
by requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. It is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008, with early application
encouraged. The new standard also improves transparency about the location and
amounts of derivative instruments in an entity's financial statements; how
derivative instruments and related hedged items are accounted for under
Statement 133; and how derivative instruments and related hedged items affect
its financial position, financial performance, and cash flows.

FASB Statement No. 161 achieves these improvements by requiring disclosure of
the fair values of derivative instruments and their gains and losses in a
tabular format. It also provides more information about an entity's liquidity by
requiring disclosure of derivative features that are credit risk-related.
Finally, it requires cross-referencing within footnotes to enable financial
statement users to locate important. Based on current conditions, the Company
does not expect the adoption of SFAS 161 to have a significant impact on its
results of operations or financial position.

NOTE 3- PROPERTY & EQUIPMENT

Property & equipment as of March 31, 2008 and December 31, 2007 comprised of
following:

                                  Estimated        March 31,     December 31,
                                 Useful Lives        2008            2007
                                  (Years)

Office equipment                    5-10         $   70,378      $   67,652
Medical equipment                    5            1,041,098         994,968
Fixtures                            10              103,158         103,172
Vehicles                             5               39,709          38,171
Construction in progress                          2,758,129       1,081,640
                                                 ----------      ----------
                                                  4,012,472       2,285,603
Less: accumulated depreciation                     (237,504)       (136,802)
                                                 ----------      ----------
Property and equipment, net                      $3,774,968      $2,148,801
                                                 ==========      ==========

Depreciation expense charged to operations was $93,236 and $36,407 for the three
month period ended March 31, 2008 and 2007, respectively.


                                       9
<PAGE>


NOTE 4- INVENTORIES

Inventories consisted of the following as of March 31, 2008 and December 31,
2007:

                                          March 31, 2008      December 31, 2007

      Western medicine                       $ 75,614            $ 141,082
      Traditional Chinese medicine              5,588               11,160
                                           ----------            ---------
      Total                                  $ 81,202            $ 152,242


NOTE 5- CAPITAL LEASE OBLIGATIONS:

Lease Deposit

The lease deposit as March 31, 2008 and December 31, 2007 were $149,743 and
$143,945 respectively. It is due on November 2010.

Deferred Gain on sale and lease back

The total gain on sale and lease back was $325,596. According to SFAS 13
"Accounting for Leases" this gain is deferred and amortized over the Lease term.
Accordingly, $26,576 and $0 were amortized for the three month period ended
March 31, 2008 and 2007 respectively.

The deferred revenue outstanding as of March 31, 2008 and December 31, 2007 were
as follows:

                                          March 31, 2008          December
31, 2007

Current                                     $ 108,532           $104,329
Long term                                     180,887            199,964
                                            ---------           --------
                                             $289,419           $304,293
                                             ========           ========

Capital Lease Obligations

In 2007, the Company leased various equipments under capital leases expiring in
2010. The assets and liabilities under capital leases are recorded at the lower
of the present value of the minimum lease payments or the fair value of the
asset. The assets are depreciated over the lesser of their related lease terms
or their estimated productive lives. Depreciation of assets under capital leases
was included in depreciation expense for the three month period ended March 31,
2008.


                                       10
<PAGE>

Aggregate minimum future lease payments under capital leases for next five years
after March 31, 2008 are as follows:

            1 year after March 31, 2008           $  381,502
            2 year after March 31, 2008              381,502
            3 year after March 31, 2008              254,334
                                                  ----------
            Total                                 $1,017,338
                                                  ==========


Capital lease obligations represent the following at March 31, 2008 and December
31, 2007:

                                            March 31, 2008    December 31, 2007

Total minimum lease payments                  $ 1,017,338       $ 1,069,623
Less : Interest expense relating
  to future periods                               117,021          (133,261)
Present value of the minimum lease payments       900,317           936,362
Less: current portion                             312,226          (293,394)
                                              -----------       -----------
Non-current portion                           $   588,091       $   642,968
                                              ===========       ===========


Following is a summary of fixed assets held under capital leases at March 31,
2008 and December 31, 2007:

                                            March 31, 2008    December 31, 2007

Medical Equipment                             $   998,289       $   959,630
Less: accumulated depreciation                   (112,853)          (27,959)
                                              -----------       -----------
Net                                           $   885,436       $   931,671
                                              ============      ===========

NOTE 6- OTHER PAYABLE

Other payable as of March 31, 2008 and December 31, 2007 consists of the
following:

                                            March 31, 2008    December 31, 2007

Advance from customers                          $  16,431        $  17,325
Welfare payable                                    91,316           78,873
Other payable                                      68,640           65,152
                                                ---------        ---------
     Total                                      $ 176,387        $ 161,350
                                                =========        =========


                                       11
<PAGE>


NOTE 7 - SHORT TERM LOANS

In July 2007, the Company borrowed short term loan from a financial institution
in PRC for $142,613 (RMB 1 million). In August 2007, the Company borrowed
another short term loan from the same financial institution in PRC for $285,225
(RMB 2 million). Both the above loans are guaranteed by the Tongji Group. The
debt accrues interest at the banks benchmark rate plus 20 basis points (ranging
between 8.21% and 8.75%). The debt has a maturity of one year and is secured by
the Company's assets.

The interest expenses were $9,495 and $0 for the three month period ended March
31, 2008 and 2007.

NOTE 8- STOCKHOLDERS' EQUITY

Common Stock

As of March 31, 2008 and December 31, 2007, the Company has 100,000,000 shares
of common stock authorized with a par value of $0.001.

The Company has not granted any options or warrants during 2008 or 2007, and
there are no options or warrants outstanding as of March 31, 2008 and December
31, 2007.

Preferred Stock

As of March 31, 2008 and December 31, 2007, the Company has 20,000,000 shares of
preferred stock authorized with a par value of $0.001. There are no shares
issued and outstanding.

Statutory Reserves

As stipulated by the Company Law of the People's Republic of China (PRC), net
income after taxation can only be distributed as dividends after appropriation
has been made for the following:

     i.  Making up cumulative prior years' losses, if any;

     ii. Allocations to the "Statutory surplus reserve" of at least 10% of
         income after tax, as determined under PRC accounting rules and
         regulations, until the fund amounts to 50% of the Company's registered
         capital;

     iii. Allocations of 5-10% of income after tax, as determined under PRC
         accounting rules and regulations, to the Company's "Statutory common
         welfare fund", which is established for the purpose of providing
         employee facilities and other collective benefits to the Company's
         employees; and

     iv. Allocations to the discretionary surplus reserve, if approved in the
         stockholders' general meeting.

                                       12
<PAGE>

Pursuant to the new Corporate Law effective on January 1, 2006, there is now
only one "Statutory surplus reserve" requirement. The reserve is 10 percent of
income after tax, not to exceed 50 percent of registered capital.

The Company did not appropriate reserve for the statutory surplus reserve for
the three month period ended March 31, 2008, and 2007.

NOTE 9- PROVISION FOR INCOME TAXES

In accordance with the relevant tax laws and regulations of PRC, the corporate
income tax rate is 25%. As noted, the corporate income tax for 2004 through 2006
was 0% due to the Company's receipt of a waiver (tax relief) from the PRC
government as they acquired a previous government-owned hospital and privatized
it and improved it. Commencing, 2008, the corporate tax rate will be 25%.

Income tax for the three month period ended March 31, 2008 and 2007 is
summarized as follows:

                                                2008           2007
                                                ----           ----

   U.S. Federal and State Current           $      --      $      --
        U.S. Federal and State Deferred            --             --
        PRC - Current                              --         10,800
        PRC - Deferred                         46,000             --
   Less: Valuation allowance                  (46,000)            --
                                           ----------      ---------
   Income tax expense (benefit)            $       --      $  10,800
                                           ==========      =========


A reconciliation of the effective income tax rate is as follows:

                                                2008           2007
                                                ----           ----

Tax at U.S. Federal rate                          34%            34%
U.S. tax exemption                              (34)%          (34)%
                                               ------       --------
                                                   0%             0%

PRC Tax rate                                      25%            33%
Valuation allowance                             (25)%              -
                                              -------    -----------
Current tax provision                              0%            33%

                                                2008           2007
                                                ----           ----

Net operating loss carry-forward               $34,000     $      --
Timing difference                               12,000            --
Valuation allowance                            (46,000)           --
                                            ----------     ---------
                                            $       --     $      --
                                            ==========     =========


                                       13
<PAGE>


NOTE 10- RELATED PARTY TRANSACTIONS

Due from/to Related Party

The Company has entered into  agreements  with Nanning  Tongji Chain  Pharmacy
Co. Ltd. and Guangxi  Tongji  Medicine Co. Ltd.  whereby the Company from time
to time will  advance  amounts to assist them in their  operations.  The three
companies  have  common  major  shareholders.   The  advanced  amounts  accrue
interest at a rate of 6% per annum.  The amount of  receivable as of March 31,
2008 and December  31, 2007 were  $883,551 and  $1,516,026.  Accrued  interest
receivable  on this  agreement  of $62,425  and  $134,094 as of March 31, 2008
and December 31, 2007, were included in due from related party.

The Company has entered into an agreement with the Chairman and the shareholder
of the Company whereby the Company from time to time will be advanced amounts to
assist them in their operations. The advanced amounts accrue interest at a rate
of 6% per annum. As of March 31, 2008 and December 31, 2007, $2,755,887 and
$1,563,842 were payable to their Chairman and shareholder respectively. Accrued
interest payable on this agreement of $148,211 and $20,559 respectively as of
March 31, 2008 and December 31, 2007, were included in due to related party.

Rental

The Company has entered into a lease agreement for their hospital with Guangxi
Tongji Medicine Co. Ltd that expires December 2008. Monthly rentals are
16,438.86 per month (RMB). Based on the exchange rate at March 31, 2008, minimum
future lease payments are as follows:

            1 year after March 31, 2008           $21,098


NOTE 11 - MAJOR CUSTOMERS AND SUPPLIERS

The Company had three suppliers that accounted for 46%, 18% and 10% of purchase
for the three month period ended March 31, 2008. Accounts payable from these
major suppliers were $103,805, $4,560 and $0 as of March 31, 2008.

The Company does not have any major customers for the three-month period ended
March 31, 2008 as the customers are mostly patients.


                                       14
<PAGE>


ITEM 2. MANAGEMENTS  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND PLAN OF
        OPERATION

      You should read the following discussion and analysis of our financial
condition and results of operations in conjunction with our financial statements
and the related notes included elsewhere in this report. Our financial
statements have been prepared in accordance with U.S. GAAP. In addition, our
financial statements and the financial data included in this report reflect our
reorganization and have been prepared as if our current corporate structure had
been in place throughout the relevant periods. The following discussion and
analysis contains forward-looking statements that involve risks and
uncertainties. Actual results could differ materially from those projected in
the forward-looking statements.

                                    Overview

      We were organized as a Nevada corporation on December 19, 2006. On
December 27, 2006 we issued 15,652,557 shares of our common stock to acquire all
outstanding shares of Nanning Tongji Hospital Co., Ltd., which we refer to as
"Tongji Hospital," a PRC company which was formed in October 30, 2003. The
purpose of the transaction was to redomicile us as a Nevada corporation. Unless
otherwise indicated, all references to us throughout this report includes the
operations of Tongji Hospital.

      Our critical accounting policies, as well as recent accounting
pronouncements which apply to us, are described in Note 2 to our financial
statements which are included as part of this prospectus.

Results of Operation

      Material changes of items in our Statement of Operations for the three
months ended March 31, 2008, as compared to the three months ended March 31 31,
2007, are discussed below.

     Patient  Service  Revenue:  The increase in revenues was the result of more
patients being treated by our hospital, due to our increased reputation as being
a preferred  provider of health care services in the region, and a change in our
patient mix. In 2008 the  percentage  of  inpatients  increased  from 32 to 34%.
Generally,  we  receive  greater  revenue  from an  inpatient,  as opposed to an
outpatient,  due to the  length  of the stay  and the  services  provided  to an
inpatient.

     Gross profit:  Our gross profit, as a percentage of our gross revenue,  was
49% during the three month period ended March 31, 2008,  which was comparable to
our gross profit percentage of 47% during 3 month period ended March 31, 2007.

     Operating  Expenses:  Selling and promotion  expenses increased due to more
amounts  spent on promoting on the company's  service and products.  General and
administrative  fees were increased 31% due to the increased  professional fees.
Depreciation, amortization and expenses increased mainly due to the depreciation
and amortization of new leased medical equipments.


                                       1
<PAGE>

     Material changes of items in our Statement of Operations for the year ended
December  31,  2007,  as  compared  to the year ended  December  31,  2006,  are
discussed below:

     Patient  Service  Revenue:  The increase in revenues was the result of more
patients being treated by our hospital, due to our increased reputation as being
a preferred  provider of health care services in the region, and a change in our
patient mix. In 2007 the  percentage  of  inpatients  increased  from 26 to 29%.
Generally,  we  receive  greater  revenue  from an  inpatient,  as opposed to an
outpatient,  due to the  length  of the stay  and the  services  provided  to an
inpatient.

     Gross profit:  The decrease in our gross profit  percentage in 2007 was the
result of higher inventory costs.

     Operating  Expenses:  Selling and promotion  expenses increased due to more
amounts  spent on promoting on the company's  service and products.  General and
administrative  expenses  increased  since we  treated  more  patients  in 2007.
Depreciation,  amortization  and expenses  increased as a result of additions to
property, plant and equipment.

Trends, Events and Uncertainties

      The China Ministry of Health, as well as other related agencies, have
proposed changes to the prices we can charge for medical services, drugs and
medications. We cannot predict the impact of these proposed changes since the
changes are not fully defined and we do not know whether those proposed changes
will ever be implemented or when they may take effect.

      In accordance with the relevant laws and regulations of PRC our income tax
rate would typically be 33%. However we have received a waiver from the taxing
authorities in the PRC for corporate income tax for the years ended 2004, 2005
and 2006. In 2007 we were taxed at the normal rate of 33%.

      In addition, we would normally be required to pay a tax of 5% of the
income derived from providing medical treatment plus city construction and
educational taxes equal to 7% and 3% respectively, of the business tax. We
accrued these taxes for 2005 but are exempt from these taxes for 2006, 2007 and
2008.

      Other than the factors listed above we do not know of any trends, events
or uncertainties that have had or are reasonably expected to have a material
impact on our net sales or revenues or income from continuing operations. Our
business is not seasonal in nature.

Accounting Estimates

      In the United States most hospitals have contracts with health insurance
companies which provide that patients with health insurance will be charged
reduced rates for healthcare services. Reduced rates are also charged for
Medicare and Medicaid patients. Although the patient is billed for the services
provided by the hospital at the higher rate normally charged to patients without
insurance the amount billed is reduced by the charges paid by the insurance
carrier and by the difference (sometimes known as the "contractual allowance")
between the normal rate for the services and the reduced rate which the hospital
estimates it will receive from Medicare, Medicaid and insurance companies.


                                       2
<PAGE>

      For financial reporting purposes, hospitals in the United States record
revenues based upon established billing rates less adjustments for contractual
allowances. Revenues are recorded based upon the estimated amounts due from the
patients and third-party payors, including federal and state agencies (under the
Medicare and Medicaid programs) managed care health plans, health insurance
companies, and employers. Estimates of contractual allowances under third-party
payor arrangements are based upon the payment terms specified in the related
contractual agreements. Third-party payor contractual payment terms are
generally based upon predetermined rates per diagnosis, per diem rates, or
discounted fee-for-service rates.

      Due to the complexities involved in determining amounts ultimately due
under reimbursement arrangements with a large number of third-party payors,
which are often subject to interpretation, the reimbursement actually received
by U.S. hospitals for health care services is sometimes different from their
estimates.

      The medical system in China is different than that in the United States.
Private medical insurance is not generally available to the Chinese population
and as a result services and medications provided by our hospital are usually
paid for in cash or by the Medicare agencies of the Nanning municipal government
and the Guangxi provincial government. Our billing system automatically
calculates the reimbursements to which we are entitled based upon regulations
promulgated by the Medicare agencies. We bill the Medicare agencies directly for
services provided to patients coved by the Medicare programs. Since we bill the
Medicare agencies directly, our gross revenues are not reduced by contractual
allowances.

      Since we only deal with the Nanning municipal and the Guangxi provincial
Medicare agencies we are familiar with their regulations pertaining to
reimbursements. As a result, there is normally no material difference between
the amounts we bill and the amounts we receive for services provided to Medicare
patients.

Liquidity and Capital Resources

      The following shows our material sources and (uses) of cash during the
periods presented:
                                                             March 31,
                                                          ----------------
                                                          2008         2007

     Cash provided by operations                       $131,004     $150,887
     Purchase of medical equipment                      (1,840)        (385)
     Additions to medical building                   (1,599,385)          --
     Net loans (to) or from related parties           1,589,939     (123,707)
     Capital lease payments                             (72,252)          --
     Other                                                1,928       (5,179)

                                       3
<PAGE>

      Future payments due on our material contractual obligations as of December
31, 2006 are as follows:

  Item                 Total       2009       2010      2011      Thereafter
  ----                 -----       ----       ----      ----      ---------

 Capital Leases     $1,017,338   $381,502   $381,502   $254,334       --


      Except as shown above, as of March 31, 2008 we did not have any material
capital requirements.

      Virtually all of our accounts receivable at March 31, 2008 and March 31,
2008 were due from the Nanning and Guangxi Medicare agencies. The age of our
account receivables as of March 31, 2008 and 2007 is shown below:


                                              March 31, 2008     March 31, 2007
                                              --------------     --------------

            Less than 30 days old                    34%               37%
            31 to 60 days old                        22%               26%
            61 to 90 days old                        23%               21%
            Over 90 days old                         21%               16%


      A receivable is recorded as a bad debt and is written off if it is more
than 90 days old and we consider it to be uncollectable. During the three months
ended March 31, 2008 and 2007 we did not write off any bad debts.

      Income from our operations has been, and is expected to be in the future,
our primary source of cash.

      We do not have any off-balance sheet items reasonably likely to have a
material effect on our financial condition.

ITEM 4T.    CONTROLS AND PROCEDURES

     Yun-Hui Yu, our  Principal  Executive  Officer,  and  Wei-Dong  Huang,  our
Principal  Financial  Officer,  evaluated the  effectiveness  of our  disclosure
controls and procedures as of the end of the period covered by this report;  and
in their opinion our disclosure controls and procedures were effective.

     Our management is responsible for  establishing  and  maintaining  adequate
internal control over financial  reporting as required by  Sarbanes-Oxley  (SOX)
Section  404.A.  Our  internal  control  over  financial  reporting is a process
designed under the supervision of its Chief  Executive and Financial  Officer to
provide reasonable  assurance  regarding the reliability of financial  reporting
and the  preparation  of our  financial  statements  for  external  purposes  in
accordance with Generally Accepted Accounting Principles.


                                       4
<PAGE>

     As of the end of the period covered by this report, our management assessed
the effectiveness of our internal control over financial  reporting based on the
criteria for effective internal control over financial reporting  established in
Internal  Control - Integrated  Framework  issued by the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting
such assessments. Based on that evaluation, our management concluded that during
the period  covered by this report our  internal  controls and  procedures  were
effective.

     There were no changes in our internal  controls  over  financial  reporting
that occurred during the quarter ended March 31, 2008 that have affected, or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

                                     PART II
                                OTHER INFORMATION


Item 6. Exhibits

Exhibit
Number      Exhibit Name

  3.1       Articles of Incorporation (1)

  3.2       Bylaws (1)

 10.1       Distribution Agreement with Ingram Micro, Inc. (1)

  31        Rule 13a-14(a) Certifications

  32        Section 1350 Certifications

(1)   Incorporated by reference to the same exhibit filed with the Company's
      Registration Statement on Form SB-2 (Commission File # 333-140645).



                                       5
<PAGE>


                                   SIGNATURES


      In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                     TONGJI HEALTHCARE GROUP, INC.


May 15, 2008                         By: /s/ Yun-hui Yu
                                         ------------------------------
                                         Yun-hui Yu, Principal Executive Officer


May 15, 2008                         By:  /s/ Wei-dong Huang
                                          ------------------------------
                                          Wei-dong Huang, Principal Financial
                                             Officer