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

                                   FORM 10-QSB
(Mark One)
          (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007

                                       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.
                          -----------------------------
             (Exact name of registrant as specified in its charter)

            Nevada                                  None
------------------------------       ------------------------------------
State or other jurisdiction of       (I.R.S.) Employer Identification No.
       incorporation

                         No.5 Beiji Road, Nanning, China
                                0086-771-2020000
                        ------------- -----------------
                     Address of principal executive offices

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

                                       N/A
                       ----------------------------------
 Former name, former address and former fiscal year, if changed from last report


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   ____  No         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___
                                    ------------------                    -


   As of October 31, 2007 the Company had 15,652,557 outstanding shares of
common stock.


<PAGE>







                          TONGJI HEALTHCARE GROUP, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS
                       NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006







<PAGE>







                    INDEX TO FINANCIAL STATEMENTS (UNAUIDTED)

                                                                        Page(s)
                                                                        -------

Report of Independent Registered Public Accounting Firm                      1

Consolidated Balance Sheet as of September 30, 2007                          2

Consolidated Statements of Operations and Accumulated Other
   Comprehensive Income for the Nine and Three Months
   Ended September 30, 2007                                                  3

Consolidated Statements of Changes in Stockholders' Equity for
   the Nine Months Ended September 30, 2007 and the Years Ended
   December 31, 2006 and 2005                                                4

Consolidated Statements of Cash Flows for the Nine Months Ended
   September 30, 2007                                                        5

Notes to Consolidated Financial Statements                                6-21









<PAGE>


                  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Tongji Healthcare Group, Inc.

I have reviewed the accompanying consolidated balance sheet of Tongji Healthcare
Group, Inc. (the "Company") as of September 30, 2007 and the related
consolidated statements of operations and accumulated other comprehensive income
(loss), changes in stockholders' equity, and cash flows for the nine months
ended September 30, 2007 and 2006. These interim consolidated financial
statements are the responsibility of the Company's management.

I conducted the reviews in accordance with standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with standards
of the Public Company Accounting Oversight Board (United States), the objective
of which is the expression of an opinion regarding the condensed consolidated
financial statements taken as a whole. Accordingly, I do not express such an
opinion.

Based on my reviews, I am not aware of any material modifications that should be
made to the accompanying interim consolidated financial statements for them to
be in conformity with U.S. generally accepted accounting principles.



/s/ Michael Pollack CPA
Cherry Hill, NJ
October 31, 2007




<PAGE>




                          TONGJI HEALTHCARE GROUP, INC.
                     CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               SEPTEMBER 30, 2007
                                    (IN US$)

                                           ASSETS


Current Assets:
  Cash and cash equivalents                    $     34,844
  Accounts receivable, net                          202,054
  Due from related party                            444,229
  Inventories                                       128,639
  Other receivables                                   1,080
  Prepaid expenses and other current assets          31,384
                                               -------------

    Total Current Assets                            842,230
                                               -------------

  Fixed assets, net of depreciation                 760,339
                                               -------------

TOTAL ASSETS                                   $  1,602,569
                                               =============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Current Liabilities:
  Note payable                                 $    399,675
  Accounts payable and accrued expenses             442,497
  Accrued taxes                                      68,725
  Due to related parties                            274,788
                                               -------------

      Total Current Liabilities                   1,185,685
                                               -------------

      Total Liabilities                           1,185,685
                                               -------------

STOCKHOLDERS' EQUITY
  Preferred stock, $0.001 Par Value; 20,000,000
   shares authorized and 0 shares issued and
   outstanding                                            -
  Common stock, $0.001 Par Value; 50,000,000
   shares authorized and 15,652,557 shares
   issued and outstanding                            15,653
  Additional paid-in capital                        347,347
  Statutory reserves                                 36,848
  Retained earnings (deficit)                        (8,409)
  Accumulated other comprehensive income             25,445
                                               -------------

      Total Stockholders' Equity                    416,884
                                               -------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY     $  1,602,569
                                               =============


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

                                       2

<PAGE>

                          TONGJI HEALTHCARE GROUP, INC.
                    CONSOLIDATED STATEMENTS OF OPERATIONS AND
               ACCUMULATED OTHER COMPREHENSIVE INCOME (UNAUDITED)
         FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
                                    (IN US $)

<TABLE>
<S>                                                  <C>           <C>            <C>            <C>

                                                                                     THREE MONTHS
                                                     NINE MONTHS ENDED                   ENDED
                                                        SEPTEMBER 30,                SEPTEMBER 30,
                                                     2007          2006           2007          2006
                                                 ------------  ------------  ------------  ------------

PATIENT SERVICE REVENUE                          $ 1,623,439   $ 1,088,511   $   618,998   $   387,707
                                                 ------------  ------------  ------------  ------------

DIRECT COST OF PROVIDING PATIENT SERVICE REVENUE
  Inventory, beginning of period                      97,399       129,469        78,813       145,073
  Purchases of medical supplies, pharmaceuticals
    and labor                                        961,161       624,505       451,518       222,332
  Inventory, end of period                          (128,639)     (209,333)     (128,639)     (209,333)
                                                 ------------  ------------  ------------  ------------
       Total Cost of Sales                           929,921       544,641       401,692       158,072
                                                 ------------  ------------  ------------  ------------

GROSS PROFIT                                         693,518       543,870       217,306       229,635
                                                 ------------  ------------  ------------  ------------
OPERATING EXPENSES
   Selling and promotion                             457,256       307,238       230,934       139,167
   General and administrative fees                   114,548       103,911        27,890        33,293
   Bad debt expense (recovery of bad debt)           (2,723)         4,992             9         1,632
   Depreciation, amortization and impairment         111,052        97,528        37,714        35,097
                                                 ------------  ------------  ------------  ------------
       Total Operating Expenses                      680,133       513,669       296,547       209,189
                                                 ------------  ------------  ------------  ------------

INCOME (LOSS) BEFORE OTHER INCOME (EXPENSE)           13,385        30,201       (79,241)       20,446

OTHER INCOME (EXPENSE)
   Interest expense, net of interest income           11,504        24,820         1,942         7,947
                                                 ------------  ------------  ------------  ------------
       Total Other Income (Expense)                   11,504        24,820         1,942         7,947
                                                 ------------  ------------  ------------  ------------
NET INCOME (LOSS) BEFORE PROVISION FOR
INCOME TAXES                                           1,881         5,381       (81,183)       12,499
Provision for Income Taxes                           (26,694)            -             -             -
                                                 ------------  ------------  ------------  ------------


NET INCOME (LOSS) APPLICABLE TO COMMON SHARES    $   (24,813)  $     5,381   $   (81,183)  $    12,499
                                                 ============  ============  ============  ============

NET INCOME (LOSS) PER BASIC AND DILUTED SHARES   $     (0.00)  $      0.00   $     (0.01)  $      0.00
                                                 ============  ============  ============  ============
WEIGHTED AVERAGE NUMBER OF COMMON
    SHARES OUTSTANDING                            15,652,557    15,652,557    15,652,551     5,652,557
                                                 ============  ============  ============  ============
COMPREHENSIVE INCOME (LOSS)
    Net income (loss)                            $   (24,813)  $     5,381   $   (81,183)  $    12,499
    Other comprehensive income
       Currency translation adjustments               15,141         3,033         5,077           876
                                                 ------------  ------------  ------------  ------------
Comprehensive income (loss)                      $    (9,672)  $     8,414   $   (76,106)  $    13,375
                                                 ============  ============  ============  ============

</TABLE>


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

3

<PAGE>


                          TONGJI HEALTHCARE GROUP, INC.
     CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (UNAUDITED)
          FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND YEARS ENDED
                           DECEMBER 31, 2006 AND 2005
                                    (IN US $)

<TABLE>
<S>                                             <C>          <C>         <C>         <C>           <C>          <C>          <C>

                                                                                                            Accumulated
                                                                      Additional                Retained       Other
                                                  Common Stock         Paid-in    Statutory     Earnings   Comprehenisve
                                               Shares      Amount      Capital     Reserves     (Deficit)      Income       Total
                                             ----------  ----------   ----------  ----------   ----------- -------------- ----------

Balance January 1, 2005                      3,000,000   $  363,000   $        -   $       -   $  (114,691)  $       -   $  248,309

Net loss for the year ended
  December 31, 2005                                  -            -            -           -       (16,299)      3,295      (13,004)
                                            -----------  -----------  -----------  ----------  ------------  ----------  -----------
Balance December 31, 2005                    3,000,000      363,000            -           -      (130,990)      3,295      235,305

Shares cancelled in merger with
  Tongji, Inc.                              (3,000,000)    (363,000)           -           -             -           -     (363,000)

Shares issued in reverse merger with
  Tongji Healthcare Group, Inc.             15,652,557       15,653      347,347           -             -           -      363,000

Allocation of staturoty reserves                     -            -            -      36,848       (36,848)          -            -

Net income for the year ended
  December 31, 2006                                  -            -            -           -       184,242       7,009      191,251
                                            -----------  -----------  -----------  ----------  ------------  ----------  -----------
Balance December 31, 2006                   15,652,557       15,653      347,347      36,848        16,404      10,304      426,556

Net income for the nine months ended
  September 30, 2007                                 -            -            -           -       (24,813)     15,141       (9,672)
                                            -----------  -----------  -----------  ----------  ------------  ----------  -----------
                                            15,652,557   $   15,653   $  347,347   $  36,848   $    (8,409)  $  25,445   $  416,884
                                            ===========  ===========  ===========  ==========  ============  ==========  ===========

</TABLE>


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


                                       4

<PAGE>


                          TONGJI HEALTHCARE GROUP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                   FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
                                    (IN US $)

                                                         2007           2006
                                                      --------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
   Net income (loss)                                  $  (24,813)    $   5,381
                                                      -----------    ----------
   Adjustments to reconcile net income (loss)
    to net cash provided by (used in) operating
    activities:
    Depreciation, amortization and impairment            111,052        97,528
  Changes in assets and liabilities
     (Increase) decrease in accounts receivable           82,734       (96,306)
     (Increase) in inventory                             (27,145)      (76,576)
     (Increase) decrease in other receivables                907       (13,867)
     (Increase) in prepaid expenses and other
       current assets                                     (4,009)       (2,976)
     Increase (decrease) in accounts payable and
       and accrued expenses                               17,552      (117,808)
                                                      -----------    ----------

     Total adjustments                                   181,091      (210,005)
                                                      -----------    ----------

     Net cash provided by (used in) operating
activities                                               156,278      (204,624)
                                                      -----------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES
   (Acquisitions) of fixed assets                        (13,953)      (22,786)
   Disposals of fixed assets                                   -         2,311
   Net advancements to/from related parties             (298,261)       43,244
                                                      -----------    ----------
      Net cash provided by (used in) investing
activities                                              (312,214)       22,769
                                                      -----------    ----------
CASH FLOWS FROM FINANCING ACTIVITES
    Proceeds from note payable                           394,755             -
    Net advancements from/to related parties            (225,124)      170,588
                                                      -----------    ----------
       Net cash provided by financing activities         169,631       170,588
                                                      -----------    ----------
Effect of foreign currency translation                     5,084        (1,110)
                                                      -----------    ----------
NET INCREASE (DECREASE) IN
    CASH AND CASH EQUIVALENTS                             18,779       (12,377)

CASH AND CASH EQUIVALENTS -
    BEGINNING OF PERIOD                                   16,065        28,425
                                                      -----------    ----------
CASH AND CASH EQUIVALENTS - END OF PERIOD             $   34,844     $  16,048
                                                      ===========    ==========
CASH PAID DURING THE PERIOD FOR:
    Interest                                          $    3,891     $       -
                                                      ===========    ==========



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

                                       5

<PAGE>


                          TONGJI HEALTHCARE GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           SEPTEMBER 30, 2007 AND 2006

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 the largest private hospital modernized and comprehensive in
            combining medical treatment, scientific research, teaching,
            prevention, and health care together. It 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. NTH is a 105-bed modern
            hospital containing 4 operating rooms, with Paramount beds installed
            from Japan, as well as the most advanced medical equipment worldwide
            from Japan, USA, Germany and France.

            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") and wholly owned subsidiary of the Company.

            On December 27, 2006, NTH merged into and with Tongji and became the
            surviving entity and wholly owned subsidiary of the Company. 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. For
            accounting purposes, the Company accounted for the acquisition of
            NTH as a recapitalization. The transaction involved entities under
            common control as defined in Statement of Financial Standard 141,
            "Business Combinations". As such, the net assets of NTH were
            acquired at their carrying values at the time of the acquisition.
            The comparative figures for 2006 are those of NTH.

            The unaudited financial statements included herein have been
            prepared, without audit, pursuant to the rules and regulations of
            the Securities and Exchange Commission ("SEC"). The interim
            financial statements and notes do not contain information included
            in the Company's annual statements and notes. Certain information
            and footnote disclosures normally included in financial statements
            prepared in accordance with accounting principles generally accepted
            in the United States of America have been condensed or omitted
            pursuant to such rules and regulations, although the Company
            believes that the disclosures are adequate to make the information
            presented not misleading. It is suggested that these interim
            consolidated financial statements be read in conjunction with the
            December 31, 2006 audited financial statements and the accompanying
            notes thereto.


                                       6

<PAGE>

                          TONGJI HEALTHCARE GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 1-     ORGANIZATION AND BASIS OF PRESENTATION (CONTINUED)

            While management believes the procedures followed in preparing these
            interim consolidated financial statements are reasonable, the
            accuracy of the amounts are in some respects dependent upon the
            facts that will exist, and procedures that will be accomplished by
            the Company later in the year.

            These interim consolidated financial statements reflect all
            adjustments, including normal recurring adjustments which, in the
            opinion of management, are necessary to present fairly the
            consolidated operations and cash flows for the periods presented.

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            Principles of Consolidation

            The consolidated financial statements include the accounts of the
            Company and its subsidiaries. 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. The Company
            bases its estimates on historical experience and on various other
            assumptions that are believed to be reasonable under the
            circumstances, the results of which form the basis for making
            judgments about the carrying value of assets and liabilities that
            are not readily apparent from other sources. Actual results could
            differ from those estimates.

            Economic and Political Risks

            The Company's operations are conducted in the PRC. Accordingly, the
            Company's business, financial condition and results of operations
            may be influenced by the political, economic and legal environment
            in the PRC, and by the general state of the PRC economy.

            The Company's operations in the PRC are subject to special
            considerations and significant risks not typically associated with
            companies in North America and Western Europe. These include risks
            associated with, among others, the political, economic and legal
            environment and foreign currency exchange. The Company's results may
            be adversely affected by changes in governmental policies with
            respect to laws and regulations, anti-inflationary measures,
            currency conversion, remittances abroad, and rates and methods of
            taxation, among other things.

                                       7

<PAGE>

                          TONGJI HEALTHCARE GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Cash and Cash Equivalents

            The Company considers all highly liquid debt instruments and other
            short-term investments with an initial maturity of three months or
            less to be cash equivalents. The Company maintained $14,562 as of
            September 30, 2007 in cash on hand. The remainder of the cash was in
            financial institutions.

            Comprehensive Income

            The Company adopted Statement of Financial Accounting  Standards No,
            130, "Reporting Comprehensive Income," (SFAS No. 130).  SFAS No. 130
            requires the reporting of comprehensive income in addition to net
            income from operations.

            Comprehensive income is a more inclusive financial reporting
            methodology that includes disclosure of information that
            historically has not been recognized in the calculation of net
            income.

            Inventory

            Inventory is valued at the lower of cost or market (using the
            weighted average method) and net realizable value. Inventory
            consists of Chinese and western medicines and pharmaceuticals.

            The net realizable value is the estimated selling price in the
            ordinary course of business less the estimated costs of completion,
            selling expenses and related taxes.

            Fair Value of Financial Instruments

            The carrying amounts reported in the balance sheets for cash and
            cash equivalents, accounts receivable, other receivables and
            payables and accounts payable approximate fair value because of the
            immediate or short-term maturity of these financial instruments.

            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 period end RMB to US
            dollar as of September 30 2007 was 7.5061, and the average period
            RMB to the US dollar for the nine months ended September 30, 2007
            and 2006 were 7.6621 and 7.9943, respectively. 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.

                                       8

<PAGE>

                          TONGJI HEALTHCARE GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Currency Translation (Continued)

            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 nine months ended September 30, 2007
            and 2006, the Company recorded approximately $15,141 and $3,033 in
            transaction gains as a result of currency translation.

            Retirement Benefits

            Retirement benefits in the form of contributions under defined
            contribution retirement plans to the relevant authorities are
            charged to the statements of operations as incurred.

            Revenue Recognition

            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 2008.

            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.

            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.

            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.

                                       9

<PAGE>

                          TONGJI HEALTHCARE GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Revenue Recognition (Continued)

            Historically, there have not been significant differences between
            the amounts the Company bills the government Medicare funds and the
            amounts collected from the Medicare funds.

            Third-party payers include, the Nanning Social Medicare Management
            Center, a license that took effect in November of 2003, which works
            like the US Medicare system. The hospital is reimbursed most of the
            charges for the services provided with the exception of a self-pay
            portion (like Medicare Part B); the hospital also has a license with
            the Guangxi Province Medicare Center, which was initially entered
            into in May of 2004, which works similar to that of Nanning.

            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 has spent a great deal of time
            estimating this likelihood and has determined that a reserve
            estimating 5% of their total accounts receivable does accurately
            account for their bad debt. Management continues to evaluate this
            estimate on an ongoing basis.

            The Company has established a reserve for uncollectibles of $10,634
            as of September 30, 2007.

            Advertising Costs

            The Company expenses the costs associated with advertising as
            incurred. Advertising expenses for the nine months ended September
            30, 2007 and 2006 of $289,466 and $36,357, respectively are included
            in selling and promotional expenses in the statements of operation.
            Advertising costs include marketing brochures and an advertising
            campaign to the public.

            Advance to Suppliers

            Advances to suppliers represent the cash paid in advance for
            purchasing materials utilized in the hospital as well as
            pharmaceuticals.

                                       10

<PAGE>

                          TONGJI HEALTHCARE GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Fixed Assets

            Fixed assets are stated at cost. Depreciation is computed using the
            straight-line method over the estimated useful lives of the assets,
            net of the estimated residual values; equipment - 5 to 10 years (3
            to 5% residual value) and vehicles - 5 years (3% residual value).

            When assets are retired or otherwise disposed of, the costs and
            related accumulated depreciation are removed from the accounts, and
            any resulting gain or loss is recognized in income for the period.
            The cost of maintenance and repairs is charged to income as
            incurred; significant renewals and betterments are capitalized.

            Land Use Rights

            According to the laws of China, the government owns all the land in
            China. Companies or individuals are authorized to possess and use
            the land only through land use rights granted by the Chinese
            government. Land use rights would be amortized using the
            straight-line method over the respective lease term. The Company
            does not have nay land use rights as they lease the land and
            building from a related party.

            Construction in Progress

            Construction in progress represents direct costs of construction or
            acquisition and design fees incurred, as well as interest charges
            directly related to debt incurred on behalf of particular
            construction projects. Capitalization of these costs ceases and the
            construction in progress is transferred to fixed assets (building or
            equipment) when substantially all the activities necessary to
            prepare the assets for their intended use are completed. No
            depreciation is provided until it is completed and ready for
            intended use. There were no such costs for the Company in the nine
            months ended September 30, 2007 and 2006, respectively.

            Impairment of Long-Lived Assets

            Long-lived assets, primarily fixed assets, are reviewed for
            impairment whenever events or changes in circumstances indicate that
            the carrying amount of the assets might not be recoverable. The
            Company does perform a periodic assessment of assets for impairment
            in the absence of such information or indicators. Conditions that
            would necessitate an impairment assessment include a significant
            decline in the observable market value of an asset, a significant
            change in the extent or manner in which an asset is used, or a
            significant adverse change that would indicate that the carrying
            amount of an asset or group of assets is not recoverable. For
            long-lived assets to be held and used, the Company recognizes an
            impairment loss only if its carrying amount is not recoverable
            through its undiscounted cash flows and measures the impairment loss
            based on the difference between the carrying amount and estimated
            fair value.

                                       11

<PAGE>

                          TONGJI HEALTHCARE GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Earnings (Loss) Per Share of Common Stock

            Basic net earnings (loss) per common share is computed using the
            weighted average number of common shares outstanding. Diluted
            earnings per share (EPS) includes additional dilution from common
            stock equivalents, such as stock issuable pursuant to the exercise
            of stock options and warrants. Common stock equivalents are not
            included in the computation of diluted earnings per share when the
            Company reports a loss because to do so would be antidilutive. The
            Company did not have a loss for either period.

            The Company has not granted any options or warrants during 2007 or
            2006, and there are no options or warrants outstanding as of
            September 30, 2007.

            The following is a reconciliation of the computation for basic and
            diluted EPS:

                                                 September 30,  September 30,
                                                     2007           2006
                                                 -------------- --------------

            Net income (loss)                    $  (24,813)    $    5,381
                                                 -------------- --------------

            Weighted-average common shares
            Outstanding
            (Basic)                              15,652,557     15,652,557

            Weighted-average common stock
            Equivalents
                 Stock options                            -              -
                 Warrants                                 -              -
                                                 -------------- --------------

            Weighted-average common shares
            Outstanding (Diluted)                15,652,557     15,652,557
                                                 ============== ==============



            Income Taxes

            The Company accounts for income tax using an asset and liability
            approach and allows for recognition of deferred tax benefits in
            future years. Under the asset and liability approach, deferred taxes
            are provided for the net tax effects of temporary differences
            between the carrying amounts of assets and liabilities for financial
            reporting purposes and the amounts used for income tax purposes. A
            valuation allowance is provided for deferred tax assets if it is
            more likely than not these items will either expire before the
            Company is able to realize their benefits, or that future
            realization is uncertain.

                                       12

<PAGE>

                          TONGJI HEALTHCARE GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Income Taxes (Continued)

            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%.

            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.

            Stock-Based Compensation

            The Company follows FASB 123R in accounting for its stock based
            compensation (see Recent Accounting Pronouncements). This measures
            compensation expense for its employee stock-based compensation using
            the intrinsic-value method. Under the intrinsic-value method of
            accounting for stock-based compensation, when the exercise price of
            options granted to employees and common stock issuances are less
            than the estimated fair value of the underlying stock on the date of
            grant, deferred compensation is recognized and is amortized to
            compensation expense over the applicable vesting period. The Company
            for 2007 and 2006 did not grant any options or warrants that would
            need to be valued under such method. The following represents the
            effect on net income attributable to common shareholders per share
            if the fair value method had been applied to all awards.

            On January 1, 2006, the Company adopted the provisions of FAS No.
            123R "Share-Based Payment" ("FAS 123R") which requires recognition
            of stock-based compensation expense for all share-based payments
            based on fair value. Prior to January 1, 2006, the Company measured
            compensation expense for all of its share-based compensation using
            the intrinsic value method prescribed by Accounting Principles Board
            ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees"
            ("APB 25") and related interpretations. The Company has provided pro
            forma disclosure amounts in accordance with FAS No. 148, "Accounting
            for Stock-Based Compensation - Transition and Disclosure - an
            amendment of FASB Statement No. 123" ("FAS 148"), as if the fair
            value method defined by FAS No. 123, "Accounting for Stock Based
            Compensation" ("FAS 123") had been applied to its stock-based
            compensation.

            The Company has elected to use the modified-prospective approach
            method. Under that transition method, the calculated expense in 2006
            is equivalent to compensation expense for all awards granted prior
            to, but not yet vested as of January 1, 2006, based on the
            grant-date fair values estimated in accordance with the original
            provisions of FAS 123. Stock-based compensation expense for all
            awards granted after January 1, 2006 is based on the grant-date fair
            values estimated in accordance with the provisions of FAS 123R.

                                       13

<PAGE>

                          TONGJI HEALTHCARE GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Stock-Based Compensation (Continued)

            The Company recognizes these compensation costs, net of an estimated
            forfeiture rate, on a pro rata basis over the requisite service
            period of each vesting tranche of each award. The Company considers
            voluntary termination behavior as well as trends of actual option
            forfeitures when estimating the forfeiture rate.

            The Company measures compensation expense for its non-employee
            stock-based compensation under the Financial Accounting Standards
            Board (FASB) Emerging Issues Task Force (EITF) Issue No. 96-18,
            "Accounting for Equity Instruments that are Issued to Other Than
            Employees for Acquiring, or in Conjunction with Selling, Goods or
            Services". The fair value of the option issued is used to measure
            the transaction, as this is more reliable than the fair value of the
            services received. The fair value is measured at the value of the
            Company's common stock on the date that the commitment for
            performance by the counterparty has been reached or the
            counterparty's performance is complete. The fair value of the equity
            instrument is charged directly to compensation expense and
            additional paid-in capital.

            Segment Information

            The Company follows the provisions of SFAS No. 131, "Disclosures
            about Segments of an Enterprise and Related Information". This
            standard requires that companies disclose operating segments based
            on the manner in which management disaggregates the Company in
            making internal operating decisions. For 2007 and 2006, the Company
            operated in one geographical location, and segmented their revenues
            into two segments; one for the providing of medical care, and one
            for the sale of pharmaceuticals.

            The Company in 2007 had total revenues of $1,623,439 of which
            $790,013 was revenue recognized for providing medical care, and
            $833,426 for the sale of pharmaceuticals.

            The Company in 2006 had total revenues of $1,088,511 of which
            $492,363 was revenue recognized for providing medical care, and
            $596,148 for the sale of pharmaceuticals.

            Recent Accounting Pronouncements

            In September 2006, the FASB issued SFAS 157, "Fair Value
            Measurements." This standard defines fair value, establishes a
            framework for measuring fair value in generally accepted accounting
            principles, and expands disclosure about fair value measurements.
            This statement is effective for financial statements issued for
            fiscal years beginning after November 15, 2007. Early adoption is
            encouraged. The adoption of SFAS 157 is not expected to have a
            material impact on the consolidated financial statements.


                                       14

<PAGE>

                          TONGJI HEALTHCARE GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Recent Accounting Pronouncements (Cont'd)

            In September 2006, the FASB issued SFAS 158, "Employers' Accounting
            for Defined Benefit Pension and Other Postretirement Plans, an
            amendment of FASB Statements 87, 88, 106 and 132(R)" ("SFAS 158").
            SFAS 158 requires an employer to recognize the over-funded or
            under-funded status of a defined benefit postretirement plan (other
            than a multiemployer plan) as an asset or liability in its statement
            of financial position and to recognize changes in that funded status
            in the year in which the changes occur through comprehensive income.
            SFAS 158 also requires the measurement of defined benefit plan
            assets and obligations as of the date of the employer's fiscal
            year-end statement of financial position (with limited exceptions).
            Management does not expect adoption of SFAS 158 to have a material
            impact on the Company's consolidated financial statements.

            In February 2007, the FASB issued FAS No. 159, "The Fair Value
            Option for Financial Assets and Financial Liabilities - Including an
            amendment of FASB Statement No. 115", ("FAS 159") which permits
            entities to choose to measure many financial instruments and certain
            other items at fair value at specified election dates. A business
            entity is required to report unrealized gains and losses on items
            for which the fair value option has been elected in earnings at each
            subsequent reporting date. This statement is expected to expand the
            use of fair value measurement. FAS 159 is effective for financial
            statements issued for fiscal years beginning after November 15,
            2007, and interim periods within those fiscal years.

            In July  2006, the FASB issued Interpretation No. 48 (FIN No. 48),
            "Accounting for Uncertainty in Income Taxes."  This  interpretation
            requires recognition and measurement of uncertain income tax
            positions using a "more-likely-than-not" approach.  FIN No. 48 is
            effective for fiscal years beginning after December 15, 2006.
            Management is still evaluating what effect this will have on the
            Company's consolidated financial statements.

            In September 2006, the United States Securities and Exchange
            Commission ("SEC") issued SAB 108, "Considering the Effects of Prior
            Year Misstatements when Quantifying Misstatements in Current Year
            Financial Statements."

                                       15



<PAGE>

                          TONGJI HEALTHCARE GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 2-     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            Recent Accounting Pronouncements (Continued)

            This SAB provides guidance on the consideration of the effects of
            prior year misstatements in quantifying current year misstatements
            for the purpose of a materiality assessment. SAB 108 establishes an
            approach that requires quantification of financial statement errors
            based on the effects of each of the company's financial statements
            and the related financial statement disclosures. SAB 108 permits
            existing public companies to record the cumulative effect of
            initially applying this approach in the first year ending after
            November 15, 2006 by recording the necessary correcting adjustments
            to the carrying values of assets and liabilities as of the beginning
            of that year with the offsetting adjustment recorded to the opening
            balance of retained earnings. Additionally, the use of the
            cumulative effect transition method requires detailed disclosure of
            the nature and amount of each individual error being corrected
            through the cumulative adjustment and how and when it arose. The
            Company does not anticipate that SAB 108 will have a material impact
            on its consolidated financial statements.

NOTE 3-     FIXED ASSETS

            Fixed assets as of September 30, 2007 were as follows:

                                         Estimated
                                          Useful
                                          Lives
                                         (Years)
                                         ---------

            Office equipment               5-10                $199,945
            Medical equipment               5                   819,088
            Fixtures                        10                   95,922
            Vehicles                        5                    37,096
                                                             ----------

                                                              1,152,051
            Less:  accumulated depreciation                     391,712
                                                             ----------

            Property and equipment, net                      $  760,339
                                                             ==========


            There was $111,052 and $97,528 charged to operations for
            depreciation expense for the nine months ended September 30, 2007
            and 2006, respectively. There was no impairment for these assets
            during the nine months ended September 30, 2007 and 2006.

            The Company leases the building and land from a related party, under
            an arms length agreement. Rent expense included in selling and
            promotional expenses for the nine months ended September 30, 2007
            and 2006 were approximately $19,315 and $18,518 (49,316 RMB each
            period), respectively. The lease term runs from October 2003 to
            December 2008.

                                       16

<PAGE>

                          TONGJI HEALTHCARE GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 4-     INVENTORIES

            Inventories consisted of the following as of September 30, 2007:

                   Medicines and pharmaceuticals                    $ 128,639

                   Less: provision for write-down of inventory             --
                                                                    ---------
                   Inventory, net                                   $ 128,639
                                                                    =========

            There was no obsolescence of inventory or write-downs of inventory
            for the nine months ended September 30, 2007 and 2006.

NOTE 5-     STOCKHOLDERS' EQUITY

            Common Stock

            As of September 30, 2007, the Company has 50,000,000 shares of
            common stock authorized with a par value of $0.001.

            The Company issued 15,652,557 shares of common stock in exchange of
            100% of the authorized capital of Nanning Tongji Hospital Co. Ltd.
            (CHINA) in 2006. There were no shares issued in 2007.

            Nanning Tongji Hospital Co. Ltd. (CHINA) in 2003 issued  3,000,000
            shares.

            The Company has not granted any options or warrants during 2007 or
            2006, and there are no options or warrants outstanding as of
            September 30, 2007.

            Preferred Stock

            As of September 30, 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

            The Company is required to make appropriations to reserve funds,
            comprising the statutory surplus reserve, statutory welfare fund and
            discretionary surplus reserve, based on after-tax net income
            determined in accordance with generally accepted accounting
            principles of the PRC ("PRC GAAP"). Appropriation to the statutory
            surplus reserve is required to be at least 10% of the after tax net
            income determined in accordance with the PRC GAAP until the reserve
            is equal to 50% of the entities' registered capital.


                                       17

<PAGE>

                          TONGJI HEALTHCARE GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 5-     STOCKHOLDERS' EQUITY (CONTINUED)

            Statutory Reserves (Continued)

            Appropriations to the statutory public welfare fund is required to
            be 10% of the after-tax net income determined in accordance with the
            PRC GAAP. Appropriations to the discretionary surplus reserve are
            made at the discretion of the Board of Directors.

            The statutory reserve fund is non-distributable other than during
            liquidation and can be used to fund previous years' losses, if any,
            and may be utilized for business expansion or converted into share
            capital by issuing new shares to existing shareholders in proportion
            to their shareholding or by increasing the par value of the shares
            currently held by them, providing that the remaining reserve balance
            after such issue is not less than 25% of the registered capital.

            The statutory welfare reserve can only be utilized on capital items
            for the collective benefit of the Company's employees, such as
            construction of dormitories, cafeteria facilities, and other staff
            welfare facilities. This fund is non-distributable other than
            liquidation. The transfer to this fund must be made before
            distribution of any dividend to shareholders.

            The discretionary surplus fund may be used to acquire fixed assets
            or to increase the working capital to expend on production and
            operation of the business. The Company's Board of Directors decided
            not to make appropriations to this reserve.

NOTE 6-     PROVISION FOR INCOME TAXES

            Corporate Income Taxes

            In accordance with the relevant tax laws and regulations of PRC, the
            corporate income tax rate is 33%. 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, 2007, the corporate tax rate will be 33%.

            Business Taxes

            In accordance with the relevant tax laws and regulations of PRC, the
            Company is required to pay business taxes of 5% of income they
            derive from providing medical treatment and then 7% and 3%,
            respectively for city construct taxes and educational taxes. As
            noted, the Company has received a waiver for these taxes for the
            years ending 2006 through 2008.


                                       18

<PAGE>

                          TONGJI HEALTHCARE GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 6-     PROVISION FOR INCOME TAXES (CONTINUED)

            At September 30, 2007 and 2006, corporate income and business taxes
            consist of the following:

                                                            2007          2006
                                                            ----          ----

                  Corporate income tax                  $  26,694     $      -

                  Business taxes including city
                   construct and educational taxes             --           --
                                                       ----------     --------
                                                       $   26,694     $     --
                                                       ==========     ========


            A reconciliation of the PRC enterprise income tax and business tax
            rate to the effective income tax rate is as follows:

                                                            2007          2006
                                                            ----          ----

                  Statutory rate - corporate income tax       33%           0%
                  Timing differences
                                                               0%           0%
                                                         --------      -------
                                                              33%           0%
                                                          =======      =======

            Deferred income taxes are determined using the liability method for
            the temporary differences between the financial reporting basis and
            income tax basis of the Company's assets and liabilities. Deferred
            income taxes are measured based on the tax rates expected to be in
            effect when the temporary differences are included in the Company's
            tax return. Deferred tax assets and liabilities are recognized based
            on anticipated future tax consequences attributable to differences
            between financial statement carrying amounts of assets and
            liabilities and their respective tax bases. The Company has no
            temporary or permanent differences. Therefore, no deferred tax
            assets and liabilities have been recognized and no valuation
            allowance has been established.

            The depreciation methods and lives the Company utilizes are
            identical for book and tax purposes. Additionally, there is no
            income or expense included in books not included in tax.



                                       19

<PAGE>


                                             20

                          TONGJI HEALTHCARE GROUP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 7-     RELATED PARTY TRANSACTIONS

            Due from Related Party

          The Company has entered  into an agreement  with Nanning  Tongji Chain
          Pharmacy  Co. Ltd.  whereby the Company from time to time will advance
          amounts to Nanning  Tongji Chain  Pharmacy Co., Ltd. to assist them in
          their  operations.  The two companies  have common  shareholders.  The
          advanced  amounts  accrue  interest  at a rate of 6% per  annum  which
          exceeds  the  interest  rates in the PRC for similar  borrowings.  The
          Company as of September 30, 2007 is owed,  $197,784.  Accrued interest
          receivable  on this  agreement of $23,685 as of September 30, 2007, is
          included in due from related party.

          The Company has entered into an agreement with Guangxi Tongji Medicine
          Co. Ltd. whereby they from time to time will advance amounts to assist
          each  other  in  their  operations.  The  two  companies  have  common
          shareholders. The advanced amounts accrue interest at a rate of 6% per
          annum  which  exceeds  the  interest  rates  in the  PRC  for  similar
          borrowings.  The Company as of June 30,  2007 was  indebted to Guangxi
          Tongji Medicine Co. Ltd, in the amount of $176,968.  Accrued  interest
          payable on this  agreement of $52,950 as of June 30, 2007, is included
          in due to related party. In the third quarter of 2007, the company has
          paid off the  amount  due to  Guangxi  Tongji  Medicine  Co.,  Ltd and
          advanced  amounts to Guangxi Tongji Medicine Co., Ltd.  Guangxi Tongji
          Medicine Co. Ltd as of September  30, 2007 is indebted to the Company,
          in the amount of $245,445.  Accrued interest payable on this agreement
          of $1,636 as of  September  30,  2007,  is  included in due to related
          party.  Guangxi Tongji  Medicine Co. Ltd. is also owed $52,053 in back
          interest. This amount is included in amounts due to related parties at
          September 30, 2007.

            Due to Related Parties

            The Company has entered into an agreement with the Chairman of the
            Company, Mr. Yunhui Yu 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 which exceeds the
            interest rates in the PRC for similar borrowings. The Company as of
            September 30, 2007 is indebted to their Chairman in the amount of
            $119,802. Accrued interest payable on this agreement of $24,802 as
            of September 30, 2007, is included in due to related party.




                                       20





<PAGE>

                          TONGJI HEALTHCARE GROUP, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                           SEPTEMBER 30, 2007 AND 2006

NOTE 7-     RELATED PARTY TRANSACTIONS (CONTINUED)

            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). Included in due to
            related parties as of September 30, 2007 is $102,933 in amounts that
            are currently due. Based on the exchange rate at September 30, 2007,
            minimum lease payments are as follows:

            Period ending September 30, 2008                      $26,264
                                     2009        $  6,566


NOTE 8-     NOTE PAYABLE

            The Company borrowed $399,675 (3,000,000 RMB) from a bank to repay
            certain debt to related parties as noted in Note 7. 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. Interest expense for the nine
            months ended September 30, 2007 is $4,855.










<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.

                                    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 prospectus 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 report.


Results of Operation

      Material changes of items in our Statement of Operations for the nine
months ended September 30, 2007, as compared to the nine months ended September
30, 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.

      Gross profit: Our gross profit, as a percentage of our gross revenue, was
43% during the nine months ended September 30, 2007, which was comparable to our
gross profit percentage of 50% during the nine months ended September 30, 2006.
The decline in our gross profit percentage was the result of lower prices
charged for drugs administered or sold to patients.

       Operating Expenses: Selling and promotion expenses increased as we spent
more during the period to promote our hospital. General and administrative
expenses increased as we hired more employees to provide medical services.
Depreciation, amortization and expenses increased mainly due to the depreciation
and amortization of new medical equipment.



<PAGE>

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.
      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 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.

      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

<PAGE>

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

      Future payments due on our material contractual obligations as of
September 30, 2007 are as follows:

                                              Twelve Months Ended June 30,
      Item                       Current        2008              2009
      ----                       -------        ----              ----

      Medical Building Lease   $102,923       $26,264            $6,500


      Except as shown above, as of September 30, 2007 we did not have any
material capital requirements.

      Virtually all of our accounts receivable at September 30, 2007 were due
from the Nanning and Guangxi Medicare agencies.

      Cash provided by 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 3. CONTROLS AND PROCEDURES


      Yun-hui Yu, the Company's President and Chief Executive Officer, and
Wei-Dong Huang, the Company's Principal Financial Officer, have evaluated the
effectiveness of the Company's disclosure controls and procedures as of a date
prior to the filing date of this report, and in their opinion the Company's
disclosure controls and procedures are effective to ensure that material
information relating to the Company, including its consolidated subsidiaries, is
made known to them by others within those entities, particularly during the
period in which this report is being prepared, so as to allow timely decisions
regarding required disclosure. There have been no changes in the Company's
internal controls or in other factors that could significantly affect the
Company's internal controls. As a result, no corrective actions with regard to
significant deficiencies or material weakness in the Company's internal controls
were required.




<PAGE>


                                     PART II

                                OTHER INFORMATION


Item 6. Exhibits

      Number      Exhibit

        31        Rule 13a-14(a) Certifications

        32        Section 1350 Certifications
















<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 on November 12, 2007.

                                 TONGJI HEALTHCARE GROUP, INC.


                                 By:         /s/ Yun-hui Yu
                                      ----------------------------------------
                                       Yun-hui Yu, President and Chief Executive
                                       Officer



                                 By:  /s/ Wei-dong Huang
                                     -----------------------------------------
                                     Wei-dong Huang, Chief Financial and
                                     Accounting Officer