U.S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D.C.  20549





FORM
10-Q







(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, 2008






[ 
]           TRANSITION
REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For
the transition period from _______________ to _______________








Commission
File Number





Tianyin
Pharmaceutical Co., Inc.





(Exact
name of registrant as specified in its charter)





Delaware(State
      or other jurisdictionof
      incorporation or organization)
            
            (IRS Employer Identification
      No.)





11th
Floor, South Tower, Jinjiang Times Garden


107
Jin Li Road West


Chengdu
, P. R. China, 610072


+0086-028-86154737


(Address,
including zip code, and telephone number,


including
area code, of Registrant’s 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 Exchange Act of 1934 during the past
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [X ] No [ ]





Indicate
by check mark whether the registrant is a large accelerate 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.





Large
      Accelerated Filer
            
            
            Accelerated
      FilerNon-accelerated
      filer
            (do
      not check if a smaller reporting company)
            
            Smaller
      reporting company
            X





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Securities Exchange Act of 1934) Yes [  ] No
[X]











As of November 10, 2008,we are authorized to
issue up to 50,000,000 shares of Common Stock, par value US$.001 per share and
10,000,000 shares of Series A Preferred Stock, of which 15,690,955
and 8,893,750, respectively are currently issued and
outstanding.

















TABLE
OF CONTENTS





PagePART
      I - FINANCIAL INFORMATIONItem
      1.  Financial StatementsConsolidated
      Balance Sheet at
              September
      30, 2008 (unaudited) and June 30, 2007
            2Unaudited
      Consolidated Statements of
              Operations
      for the three months ended
              September
      30, 2008 and 2007
            3Unaudited
      Consolidated Statements of Cash Flows
              for
      thethree
      months ended September 30, 2008
            4Unaudited
      notes to Consolidated Financial Statements
            5Item
      2.  Management’s Discussion and Analysis or Plan of
      Operation
            12Item 3.Quantitative and
      Qualitative Disclosure About Market Risk
            16Item
      4.  Controls and Procedures
            17Item
      4T.  Controls and Procedures
            18PART
      II – OTHER INFORMATIONItem
      1.  Legal Proceedings
            19Item
      2.  Unregistered Sales of Equity Securities And Use Of
      Proceeds
            19Item
      3.  Defaults Upon Senior Securities
            19Item
      4.  Submission Of Matters To A Vote Of Security
      Holders
            19Item
      5.  Other Information
            20Item
      6.  Exhibits
            20








i


PART
I- FINANCIAL INFORMATION





TIANYIN
PHARMACEUTICAL CO. INC.





Report
of Independent Registered Public Accounting Firm





To the
Board of Directors and Stockholders


Tianyin
Pharmaceutical Co., Inc.:








We have reviewed the accompanying
consolidated balance sheet of Tianyin Pharmaceutical Co., Inc. and Subsidiaries
(the “Company”) as of September 30, 2008, and the related consolidated
statements of operations and comprehensive income, and cash flows for the three
months ended September 30, 2008 and 2007. These consolidated financial
statements are the responsibility of the Company's management.





We conducted our reviews in accordance
with the 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 the standards of the Public Company
Accounting Oversight Board (United States), the objective of which is the
expression of an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.





Based on our review, we are not aware
of any material modifications that should be made to the accompanying financial
statements for them to be in conformity with accounting principles generally
accepted in the United States of America.





























Patrizio & Zhao,
LLC


Patrizio
& Zhao, LLC





Parsippany,
New Jersey


October
29, 2008










TIANYIN
PHARMACEUTICAL CO. INC.




Consolidated
Balance Sheets


(Unaudited)





September
      30,
            
            
            June
      30,2008
            
            
            2008(Unaudited)Assets:Current
      assets:Cash and cash
      equivalents
            
            $
            12,417,925
            
            
            $
            12,057,150Accounts receivable, net of
      allowance for doubtful accounts of $90,311and $90,064 at
      September 30, 2008 and June 30, 2008, respectively
            
            
            4,560,718
            
            
            
            4,460,406Inventory
            
            
            4,584,781
            
            
            
            3,555,691Other receivables
            
            
            712,120
            
            
            
            371,815Other current
    assets
            
            
            94,317
            
            
            
            247,139Total current
    assets:
            
            
            22,369,861
            
            
            
            20,692,201Property
      and equipment, net:
            
            
            5,695,589
            
            
            
            5,758,966Intangibles,
      net:
            
            
            10,471,414
            
            
            
            10,307,754Total assets:
            
            $
            38,536,864
            
            
            $
            36,758,921Liabilities
      and stockholders’ equity:Current
      liabilities:Accounts payable and accrued
      expenses
            
            $
            1,280,592
            
            
            $
            1,337,682Short-term bank
    loans
            
            
            1,397,165
            
            
            
            1,393,345VAT taxes payable
            
            
            262,079
            
            
            
            277,090Income tax
payable
            
            
            358,629
            
            
            
            341,214Payroll taxes
    payable
            
            
            17,354
            
            
            
            39,939Dividend payable
            
            
            -
            
            
            
            378,545Other current
      liabilities
            
            
            113,866
            
            
            
            142,733Total current
      liabilities:
            
            
            3,429,685
            
            
            
            3,910,548Total
liabilities:
            
            
            3,429,685
            
            
            
            3,910,548Stockholders’
      equity:Common stock, $0.001 par value,
      50,000,000 shares authorized,15,465,563 and
      14,738,450 shares issued and outstanding atSeptember 30,
      2008 and June 30, 2008
            
            
            15,466
            
            
            
            14,739Common stock dividend
      distributable
            
            
            226
            
            
            
            -Series A convertible preferred
      stock, $0.001 par value,8,893,7509,384,375
      shares issued and outstanding at September 30, 2008and June 30,
      2008
            
            
            8,894
            
            
            
            9,384Additional paid-in
      capital
            
            
            18,741,688
            
            
            
            18,002,439Statutory reserve
            
            
            1,584,154
            
            
            
            1,380,806Retained earnings
            
            
            12,189,443
            
            
            
            10,963,131Accumulated other comprehensive
      income
            
            
            2,567,308
            
            
            
            2,477,874Total stockholders’
      equity:
            
            
            35,107,179
            
            
            
            32,848,373Total liabilities and
      stockholders' equity:
            
            $
            38,536,864
            
            
            $
            36,758,921


The accompanying notes are an
integral part of these consolidated financial statements.
 2







TIANYIN
PHARMACEUTICAL CO. INC.




Consolidated
Statements of Operations and Comprehensive Income


(Unaudited)





For
      the Three Months EndedSeptember 30,2008
            
            
            2007Sales:
            
            $
            9,561,940
            
            
            $
            7,169,493Cost
      of goods sold:
            
            
            4,682,624
            
            
            
            4,293,829Gross
      profit:
            
            
            4,879,316
            
            
            
            2,875,664Operating
      expenses:Selling, general and
      administrative
            
            
            2,633,361
            
            
            
            1,036,480Research and
      development
            
            
            82,638
            
            
            
            27,451Total operating
      expenses:
            
            
            2,715,999
            
            
            
            1,063,931Income
      from operations:
            
            
            2,163,317
            
            
            
            1,811,733Other
      income (expenses):Other income
            
            
            14,245
            
            
            
            -Interest expense
            
            
            (27,720
            )
            
            
            (34,703
            )Total other income
      (expenses):
            
            
            (13,475
            )
            
            
            (34,703
            )Income
      before provision for income tax:
            
            
            2,149,842
            
            
            
            1,777,030Provision
      for income tax:
            
            
            358,849
            
            
            
            265,074Net
      income:
            
            
            1,790,993
            
            
            
            1,511,956Other
      comprehensive income:Foreign currency translation
      adjustment
            
            
            89,434
            
            
            
            183,8511.1.11.1.2    Comprehensive
      income:
            
            $
            1,880,427
            
            
            $
            1,695,807Basic
      earnings per share:
            
            $
            0.09
            
            
            $
            0.12Diluted
      earnings per share:
            
            $
            0.07
            
            
            $
            0.12Weighted
      average number of common shares outstanding:Basic
            
            
            15,357,818
            
            
            
            12,790,800Diluted
            
            
            24,558,625
            
            
            
            12,790,800


The accompanying notes are an
integral part of these consolidated financial statements.
 3







TIANYIN
PHARMACEUTICAL CO. INC.




Consolidated
Statements of Cash Flows


(Unaudited)





For
      the Three Months EndedSeptember 30,2008
            
            
            2007Cash
      flows from operating activities:Net
      Income
            
            $
            1,790,993
            
            
            $
            1,511,956Adjustments
      to reconcile net income to net cashprovided
      by (used in) operating activities:Depreciation and
      amortization
            
            
            119,399
            
            
            
            81,486Changes in current assets and
      current liabilities:Accounts
      receivable
            
            
            (88,138
            )
            
            
            7,982Inventory
            
            
            (1,019,969
            )
            
            
            285,546Other
      receivables
            
            
            (339,566
            )
            
            
            (159,635
            )Advances
      to suppliers
            
            
            -
            
            
            
            (397,200
            )Other
      current assets
            
            
            152,822
            
            
            
            -Accounts
      payable and accrued expenses
            
            
            (60,470
            )
            
            
            (277,424
            )VAT
      taxes payable
            
            
            (15,780
            )
            
            
            (40,499
            )Income
      tax payable
            
            
            16,489
            
            
            
            (42,565
            )Payroll
      taxes payable
            
            
            (22,708
            )
            
            
            -Other
      current liabilities
            
            
            (29,277
            )
            
            
            77,928Total
adjustments:
            
            
            (1,287,198
            )
            
            
            (464,381
            )Net cash provided by operating
      activities:
            
            
            503,795
            
            
            
            1,047,575Cash
      flows from investing activities:Additions to property and
      equipment
            
            
            -
            
            
            
            (713
            )Additions to
      intangibles
            
            
            (175,668
            )
            
            
            -Net cash used in investing
      activities:
            
            
            (175,668
            )
            
            
            (713
            )Cash
      flows from financing activities:Additional paid-in
      capital
            
            
            -
            
            
            
            8,000Issuance of preferred
      stock
            
            
            -
            
            
            
            140,207Repayment of short-term bank
      loans
            
            
            -
            
            
            
            (794,760
            )Repayment of long-term bank
      loans
            
            
            -
            
            
            
            (120,541
            )Net cash provided by (used in)
      financing activities:
            
            
            -
            
            
            
            (767,094
            )Effect
      of foreign currency translation on cash:
            
            
            32,648
            
            
            
            11,007Net
      increase in cash and cash equivalents:
            
            
            360,775
            
            
            
            290,775Cash
      and cash equivalents – beginning:
            
            
            12,057,150
            
            
            
            624,390Cash
      and cash equivalents – ending:
            
            $
            12,417,925
            
            
            $
            915,165


The accompanying notes are an
integral part of these consolidated financial statements.
 4


NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





ORGANIZATION
AND DESCRIPTION OF BUSINESS





Tianyin
Pharmaceutical Co., Inc. (Formerly Viscorp, Inc.), a public shell company as
defined in Rule 12b-2 of the Exchange Act of 1934, established under the laws of
Delaware on August 20, 2002. The accompanying consolidated financial statements
include the financial statements of Tianyin Pharmaceutical Co., Inc. and its
subsidiaries (the “Company” or “Tianyin”). The Company’s primary business is to
research, manufacture, and sell pharmaceutical products.





On
January 16, 2008, Viscorp Inc. (“Viscorp”) completed a reverse acquisition of
Raygere Limited (“Raygere”), which was incorporated in the British Virgin
Islands on January 26, 2007. To accomplish the exchange of shares Viscorp issued
12,790,800 shares of common stock on a one to one ratio for a 100% equity
interest in Raygere, per the terms of the Share Exchange and Bill of Sale of
assets of Viscorp and Charles Driscoll. Viscorp was delivered with zero assets
and zero liabilities at time of closing. Following the reverse acquisition,
Viscorp changed the name to Tianyin Pharmaceutical Co., Inc. The transaction was
regarded as a reverse merger whereby Raygere was considered to be the accounting
acquirer as its shareholders retained control of Tianyin after the exchange.
Although the Company is the legal parent company, the share exchange was treated
as a recapitalization of Raygere. Thus, Raygere is the continuing entity for
financial reporting purposes. The Financial Statements have been prepared as if
Raygere had always been the reporting company and then on the share exchange
date, had changed its name and reorganized its capital stock.





In
September 2007, Raygere acquired 100% interest in Grandway Groups Holdings Ltd.
(“Grandway”), which was incorporated on May 25, 2007, in the city of Hong Kong,
the People’s Republic of China (“PRC”). On October 30, 2007, Grandway acquired
100% equity interest in Chengdu Tianyin Pharmaceutical Co., Ltd (“Chengdu
Tianyin”), which was incorporated on April 1, 1994 in the city of Chengdu, the
People’s Republic of China. As a result of the acquisition, Chengdu Tianyin
became the wholly owned subsidiary of Grandway and an indirect wholly owned
subsidiary or Raygere. The transaction was regarded as a reverse merger whereby
Chengdu Tianyin was considered to be the accounting acquirer as both Grandway
and Raygere were holding companies with no significant operations and Chengdu
Tianyin continues as the primary operating entity even after the exchange,
although Raygere is the legal parent company. As such, Chengdu Tianyin (and its
historical financial statements) is the continuing entity for financial
reporting purposes. The consolidated financial statements reflect all
predecessor statements of income and cash flow activities from the inception of
Chengdu Tianyin in July 2007.





BASIS
OF PRESENTATION





The
Company’s Consolidated Financial Statements include the accounts of its direct
wholly-owned subsidiaries and its indirect proportionate share of subsidiaries
owned by the wholly-owned subsidiaries. All intercompany balances and
transactions are eliminated in consolidation. The accompanying unaudited
financial statements have been prepared in accordance with GAAP for interim
financial information and with the instructions to Form 10-Q and Regulation S-X
applicable to small business issuers. Accordingly, they do not include all of
the information and footnotes required by accounting principles generally
accepted in the United States of America for complete financial statements.
Interim results are not necessarily indicative of results for a full year. In
the opinion of management, all adjustments considered necessary for a fair
presentation of the financial position and the results of operations and cash
flows for the interim periods have been included.





NOTE
2 - INTERIM FINANCIAL STATEMENTS





These
interim financial statements should be read in conjunction with the audited
financial statements for the year ended June 30, 2008, as not all disclosures
required by generally accepted accounting principles for annual financial
statements are presented. The interim financial statements follow the same
accounting policies and methods of computations as the audited financial
statements for the year ended June 30, 2008.


5


NOTE
3 – EARNINGS PER SHARE





The
Company presents earnings per share on a basic and diluted basis. Basic earnings
per share have been computed by dividing net earnings by the weighted average
number of common shares outstanding. Diluted earnings per share has been
computed by dividing net earnings plus convertible preferred dividends and
interest expense (after-tax) on convertible debt by the weighted average number
of common shares outstanding including the dilutive effect of equity securities.
The weighted average number of common shares calculated for Diluted EPS excludes
the potential common stock that would be exercised under the options and
warrants granted to officers because the inclusion of the potential shares from
these options and warrants would cause an antidilutive effect by increasing the
net earnings per share.





September 30,
            
            
            September 30,2008
            
            
            2007Net
      income (numerator for diluted income per share)
            
            $
            1,790,993
            
            
            $
            1,511,956Less:
      Dividend attributable to preferred stockholders
            
            
            (361,331
            )
            
            
            -Net
      income attributable to common stock holders(numerator
      for basic income per share)
            
            
            1,429,662
            
            
            
            1,511,956Weighted
      average common shares(denominator
      for basic income per share)
            
            
            15,357,818
            
            
            
            12,790,800Effect
      of diluted securities:Convertible
      preferred stock
            
            
            9,001,495
            
            
            
            -Warrants
            
            
            199,312
            
            
            
            -Weighted
      average common shares(denominator
      for diluted income per share)
            
            
            24,558,625
            
            
            
            12,790,800Basic
      net income per share
            
            $
            0.09
            
            
            $
            0.12Diluted
      net income per share
            
            $
            0.07
            
            
            $
            0.12





NOTE
4– ACCOUNTS RECEIVABLE





Trade
accounts receivable are stated at original invoice amount less allowance for
doubtful receivables made based on management’s periodic review of aging of
outstanding balances and customer credit history. Allowance for doubtful
accounts amounted to $90,311 and $90,064 at September 30, 2008 and June 30,
2008.





NOTE
5– INVENTORY





Inventory
at September 30, 2008 and June 30, 2008 consists of the following:


September
      30,  2008
            
            
            June 30, 2008Raw
      materials
            
            $
            888,617
            
            
            $
            584,003Packaging
      supplies
            
            
            1,171,378
            
            
            
            1,327,283Work
      in process
            
            
            1,609,032
            
            
            
            647,607Finished
      goods
            
            
            915,754
            
            
            
            996,798Total
            
            $
            4,584,781
            
            
            $
            3,555,691





6


NOTE
6– PROPERTY AND EQUIPMENT





Property
and equipment at September 30, 2008 and June 30, 2008 consists of the
following:


September
      30,  2008
            
            
            June 30, 2008Building
            
            $
            5,168,660
            
            
            $
            5,154,528Manufacturing
      equipment
            
            
            1,141,253
            
            
            
            1,138,133Office
      equipment and furniture
            
            
            48,711
            
            
            
            48,577Vehicles
            
            
            396,797
            
            
            
            395,713Subtotal
            
            
            6,755,421
            
            
            
            6,736,951Less:
      Accumulated depreciation
            
            
            1,864,482
            
            
            
            1,780,4354,890,939
            
            
            
            4,956,516Add:
      Construction in progress
            
            
            804,650
            
            
            
            802,450Total
            
            $
            5,695,589
            
            
            $
            5,758,966





Depreciation
expense for the three months ended September 30, 2008 and 2007 was 79,215 and
74,930, respectively.





NOTE
7– INTANGIBLE ASSETS





Net
intangible assets at September 30, 2008 and June 30, 2008 were as
following:





September
      30, 2008
            
            
            June 30, 2008Rights
      to use land
            
            $
            1,448,370
            
            
            $
            1,444,410Approved
      drugs
            
            
            9,302,866
            
            
            
            9,102,351Intangible
      assets
            
            
            10,751,236
            
            
            
            10,546,761Less:
      accumulated amortization
            
            
            279,822
            
            
            
            239,007Total
            
            $
            10,471,414
            
            
            $
            10,307,754


Amortization
expense for the three months ended September 30, 2008 and 2007 amounted to
$40,184 and $6,556, respectively.





NOTE
8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES





Accounts
payable and accrued expenses consist of the following:





September 30, 2008
            
            
            June
      30, 2008Accounts
      payable
            
            $
            1,261,592
            
            
            $
            1,237,682Accrued
      expenses
            
            
            19,000
            
            
            
            100,000Total
            
            $
            1,280,592
            
            
            $
            1,337,682





The
carrying value of accounts payable and accrued expenses approximates fair value
due to the short-term nature of these obligations.


7


NOTE
9 – SHORT-TERM BANK LOANS


Short-term
bank loans consist of the following:





September30,
            
            
            June 30,2008
            
            
            2008On
      July 11, 2007, the Company obtained a loan from Agricultural Bank
      ofChina,
      of which the principal is to be paid in full by July 10, 2008. The
      interestis
      to be calculated using an annual fixed interest rate of 8.541% and
      paidmonthly.
      The loan is secured by the Company’s property and
    equipment.
            
            $
            -
            
            
            $
            145,900On
      July 16, 2007, the Company obtained a loan from Agricultural Bank
      ofChina,
      of which the principal is to be paid in full by July 15, 2008. The
      interestis
      to be calculated using an annual fixed interest rate of 8.541% and
      paidmonthly.
      The loan is secured by the Company’s property and
    equipment.
            
            $
            -
            
            
            $
            145,900On
      July 25, 2007, the Company obtained a loan from Agricultural Bank
      ofChina,
      of which the principal is to be paid in full by July 24, 2008. The
      interestis
      to be calculated using an annual fixed interest rate of 8.892% and
      paidmonthly.
      The loan is secured by the Company’s property and
    equipment.
            
            $
            -
            
            
            $
            226,145On
      June 23, 2008, the Company obtained a loan from Agricultural Bank
      ofChina,
      of which the principal is to be paid in full by June 23, 2009. The
      interestis
      to be calculated using an annual fixed interest rate of 7.881% and
      paidmonthly.
      The loan is secured by the Company’s property and
    equipment.
            
            $
            877,800
            
            
            $
            875,400On
      June 23, 2008, the Company obtained a loan from Agricultural Bank
      ofChina,
      of which the principal is to be paid in full by June 23, 2009. The
      interestis
      to be calculated using an annual fixed interest rate of 7.881% and
      paidmonthly.
      The loan is secured by the Company’s property and
    equipment.
            
            $
            519,365
            
            
            $
            -Total
      short-term bank loans
            
            $
            1,397,165
            
            
            $
            1,393,345




NOTE
10 – INCOME TAXES





Raygere
is incorporated in the British Virgin Islands. Under the corporate tax laws of
British Virgin Islands, it is not subject to tax on income or capital
gain.





The
operating subsidiary Chengdu Tianyin is a wholly foreign-owned enterprise
incorporated in the PRC and subject to PRC Foreign Enterprise Income Tax
(“FEIT”) Law. Chengdu Tianyin is entitled to the preferential tax treatment for
Opening Up its production facility in Western China in Sichuan Province. The
applicable reduced preferential state EIT rate under this policy is 15% up to
December 31, 2010. Accordingly, the effective tax rate for Chengdu Tianyin for
the period from its date of incorporation to September 30, 2008 should be
15%.





On March
16, 2007, the National People’s Congress of China enacted a new Corporate Income
Tax (“CIT”) law, under which FIEs and domestic companies would be subject to CIT
at a uniform rate of 25%. The new CIT law will become effective on January 1,
2008. Currently, the Company does not believe the new CIT law will affect the
preferential tax treatments enjoyed by them. Since the Company intend to
reinvest its earnings to further expand its businesses in mainland China, its
foreign invested enterprises do not intend to declare dividends to their
immediate foreign holding companies in the foreseeable future. Accordingly, as
of September 30, 2008, the Company has not recorded any withholding tax on the
retained earnings of its foreign invested enterprises in China.


8


NOTE
10 – INCOME TAXES (continued)





On
February 22, 2008, the Ministry of Finance (“MOF”) and the State Administration
of Taxation (“SAT”) jointly issued Cai Shui [2008] Circular 1 (“Circular 1”).
According to Article 4 of Circular 1, distributions of accumulated profits
earned by a FIE prior to January 1, 2008 to foreign investor(s) in 2008 will be
exempt from withholding tax (“WHT”) while distribution of the profit earned by
an FIE after January 1, 2008 to its foreign investor(s) shall be subject to
WHT.





In July
2006, the FASB issued FASB Interpretation No.48, Accounting for Uncertainty in
Income Taxes (FIN 48). FIN 48 clarifies the accounting for income taxes by
prescribing a minimum probability threshold that a tax position must meet before
a financial statement benefit is recognized. The minimum threshold is defined in
FIN 48 as a tax position that is more likely than not to be sustained upon
examination by the applicable taxing authority, including resolution of any
related appeals or litigation processes, based on the technical merits of the
position. The Company does not recognize any benefits in the financial
statements for the three months ended September 30, 2008.





NOTE
11 – STOCKHOLDERS’ EQUITY AND RELATED FINANCING AGREEMENTS





On
January 16, 2008 the shareholders of Raygere were issued 12,790,800 shares of
Viscorp’s Common Stock, under a Share Exchange Agreement (SEA) pursuant to a
claim of exemption under Section 4(2) of the Securities Act of 1933, as amended,
for issuances not involving a public offering. Under the SEA, after the transfer
of all of its shares, Raygere became a wholly-owned subsidiary of Viscorp, which
has changed its name to Tianyin Pharmaceutical Co., Inc. (hereinafter
Tianyin).





On
January 16 and 25, 2008, Tianyin, (formerly Viscorp.) completed private
financings totaling $15,225,000, with 27 accredited investors (the “January 2008
Financing”). The net proceeds from the financing were approximately $13,697,000.
Consummation of the financing was a condition to the completion of the Share
Exchange transaction with Raygere and the Raygere Stockholders under the Share
Exchange Agreement. The securities offered in the financing were sold pursuant
to a Securities Purchase Agreement (the “Purchase Agreement”) by and among
Tianyin (formerly Viscorp.), Raygere, the Raygere stockholders, Grandway and the
investors named in the Purchase Agreement (collectively, the “Investors”). In
accordance with the Purchase Agreement, Tianyin (formerly Viscorp.) issued a
total of 152.25 Units of securities consisting of: (i) An aggregate of
$15,225,000 principal amount of Tianyin 10% convertible exchangeable notes due
on or before June 30, 2009 (the “Notes”); (ii) Five (5) year warrants to
purchase 4,757,814 shares of Tianyin Common Stock, $0.001 par value per share at
an initial exercise price of $2.50 per share (the “Class A Warrants”), and (iii)
Seven (7) year warrants to purchase 4,757,814 shares of Tianyin Common Stock at
an initial exercise price of $3.00 per share (the “Class B Warrants” and
together with the Class A Warrants, the “Warrants”). The exercise prices of the
Warrants are subject to weighted average and other anti-dilution
adjustments.





Pursuant
to the terms of the Purchase Agreement, the $15,225,000 of Notes automatically
convert into an aggregate of 9,515,625 shares of Tianyin Series A convertible
preferred stock, par value 0.001 per share (the “Series A Preferred Stock”) on
March 11, 2008, the effective date of the authorization and designation of such
class. As issued, the Series A Preferred Stock:





Pays an
annual dividend of 10%, payable at Tianyin’s option either in cash or (if such
shares have been registered for resale under the Securities Act of 1933, as
amended) in additional shares of Tianyin Common stock valued at $1.60 per
share;





Has a
stated or liquidation value of $1.60 per share, or $15,225,000 as to all
9,515,625 shares of Series A Preferred Stock.





Each
outstanding share of Series A Preferred Stock is convertible at any time at the
option of the holder into one (1) full share of Tianyin Common
stock.


9


NOTE
11 – STOCKHOLDERS’ EQUITY AND RELATED FINANCING AGREEMENTS





As of
June 30, 2008, there were 131,250 shares of Series A Preferred Stock converted
to 131,250 shares of Tianyin Common stock.





On May 9,
2008, Chengdu Tianyin issued 20,000 shares of Common stock to employees. The
company recorded this transaction to the General and Administrative expense at
the share price on the date of the issuance, amounting to $68,000.





In
connection with the financing, Tianyin granted warrants to purchase 1,522,500
shares of Common Stock with an exercise price of US$1.60, $2.50 and $3.00 per
share to TriPoint Global Equities, LLC., the placement agent in the Financing.
These warrants have the same terms as the Warrants issued to Investors and are
included in the Units.





On July
29, 2008, the Company issued 236,488 shares of common stock, representing the FY
2008 fourth quarter dividend (10% per annum) in accordance with the terms of the
Certificate of Designation of the Relative Rights and Preferences of the Series
A Convertible Preferred Stock.





On
September 30, 2008, the Company recorded $361,331 as dividends to the investors
of the Company’s January 2008 financings, representing the quarterly dividend
(10% per annum) in accordance with the terms of the Certificate of Designation
of the Relative Rights and Preferences of the Series A Convertible Preferred
Stock. This resolution was approved by the Company’s Board and the Company
decided issue common stock to those investors in lieu of cash.





NOTE
12 – EMPLOYEE WELFARE PLAN





The
Company has established an employee welfare plan in accordance with Chinese laws
and regulations. Full-time employees of the Group in the PRC participate in a
government-mandated multi-employer defined contribution plan pursuant to which
certain pension benefits, medical care, unemployment insurance and other welfare
benefits are provided to employees. PRC labor regulations require the Group to
accrue for these benefits based on certain percentage of the employees’
salaries. The total contribution for such employee benefits was $46,292 and
$47,225 for the three months ended September, 2008 and 2007,
respectively.





NOTE
13– STATUTORY COMMON WELFARE FUND





As
stipulated by 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;





Allocations
to the discretionary surplus reserve were approved in the shareholders’ general
meeting. The Company provides a reserve for the welfare fund $ 203,348 and $
150,208 for the three months ended September 30, 2008 and 2007,
respectively


10


NOTE
14 – RISK FACTORS





The three
months ended September, 2008, two major vendors accounted for approximately 36%
of the Company’s raw materials, while the three months ended September, 2007,
two major vendors accounted for approximately 41% of the Company’s raw
materials. Total purchases from these vendors were $2,071,521 and $1,464,495 for
the three months ended September 30, 2008 and 2007, respectively.





Fine
major customers accounted for 18.5% and 59% of the net revenue for the three
months ended September 30, 2008 and 2007. Total sales to these customers were
$2,074,811 and $2,494,176, for the three months ended June 30, 2008 and 2007,
respectively.





The
Company's operations are carried out in the PRC. Accordingly, the Company's
business, financial condition and results of operations may be influenced by the
political, economic and legal environments in the PRC as well as by the general
state of the PRC’s economy. The Company's business may be influenced
by


Change in
governmental policies with respect to laws and regulations, anti-inflationary
measures, currency conversion and remittance abroad, and rates and methods of
taxation, among other things.





NOTE
15 - CONCENTRATIONS OF CREDIT RISK





Financial
instruments which potentially subject the Company to credit risk consist
principally of cash on deposit with financial institutions. Management believes
that the financial institutions that hold the Company’s cash and cash
equivalents are financially sound and minimal credit risk exists with respect to
these investments.





NOTE
16 – SUPPLEMENTAL CASH FLOW DISCLOSURES





The
following is supplemental information relating to the consolidated statements of
cash flows:





2008
            
            
            2007Cash
      paid for interest
            
            $
            27,720
            
            
            $
            34,703Cash
      paid for income taxes
            
            $
            358,849
            
            
            $
            265,074





NOTE
17 – SHARE EXCHANGE





On
January 16, 2008, the shareholders of Raygere entered into and consummated
certain transactions contemplated under a Share Exchange Agreement (the “SEA”)
with Viscorp. As part of the Share Exchange, the shareholders of Raygere were
issued 12,790,800 shares of Common Stock (the “Common Stock”) of Viscorp, which
represented 87.68% of the 14,587,200 issued and outstanding shares of Common
Stock of Viscorp immediately following the Share Exchange, but prior to private
financings that were executed on January 16 and January 25, 2008. See Note
11.





NOTE
18 - SUBSEQUENT EVENTS





Tianyin
Pharmaceutical,Co., Inc’s common stock began trading on the NYSE
Euronext (formerly known as theAmerican
Stock Exchange) under the ticker 'TPI' at market open on Wednesday, October 1,
2008.  11


Item
2


MANAGEMENT’S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION





Management’s
Discussion and Analysis of Financial Condition and Results of
Operations





The
following discussion and analysis of financial condition and results of
operations relates to the operations and financial condition reported in the
financial statements of Chengdu Tianyin for the three months ended September 30,
2008 and 2007 and should be read in conjunction with such financial statements
and related notes included in this report.





Overview





We are
engaged primarily in the development, manufacturing, marketing and sale of
modernized traditional Chinese medicines and other pharmaceuticals in China. We
currently manufacture and market a comprehensive portfolio of 38 products, 22 of
which are listed in the highly selective National Medicine Catalog of the
National Medical Insurance program.  We have an extensive product
pipeline of 47 products which are pending regulatory approvals with the China
State Food and Drug Administration.





Established
in 1994, Chengdu Tianyin is a manufacturer and supplier of modernized
traditional Chinese medicines.  The current management of Chengdu
Tianyin acquired 100% of the equity interest of Chengdu Tianyin in
2003.  On October 30, 2007, Grandway completed the acquisition of the
100% of the equity interest and now owns 100% of the equity interest of Chengdu
Tianyin, a company located in Chengdu, Sichuan Province of the PRC that operates
our business.





Development
and strategy





In the
first three months of 2009 fiscal year, we continued the product channel
expansion and increasing market penetration of our products that resulted in
revenue growth in 2008.  Management plans to continue the emphasis on
expanded and enhanced marketing and sales in our 2009 fiscal year and
beyond.  Part of this strategy involves increasing and improving our
marketing and sales activities to enhance the market leadership of our key
leading products and to increase the sales of other products by expanding our
sales force, solidifying our distribution network and expanding our market
segment coverage, and increasing our marketing and promotional
activities.




As
part of our continuing growth strategy, we will continue our partnership-based
research and development efforts to further commercialize and broaden our
product pipeline. We have 47 drug candidates currently under SFDA review and are
planning a series of market launches in the next few years from our product
pipeline. In the first three months of 2009 fiscal year, we have received
approval from the Chinese State Food and Drug Administration (SFDA) to produce
Laonian Kechuan Tablets (SFDA approval number H2008S02059) and Fuke Zhidai
Tablets.




Laonian
Kechuan Tablets is a drug which is used to treat chronic bronchitis. Also, can
improve male sexual function and female natural function and enhance immunity,
promotion of recovery. This drug approved by SFDA with its highly effective, and
fewer side effects when compared to other similar drugs.




Fuke
Zhidai Tablets is a drug which is used to treat abnormal leucorrhea which caused
by chronic cervicitis, endometritis and endocolpitis. This tablet can also
alleviate fever to restraining abnormal leucorrhea. This drug approved by SFDA,
and the clinical outcome is remarkable, and there’s no related side effect
identified.






12






As part of the use of proceeds from our recent private placement financings, we
are building production facilities on the vacant land of our current premises to
accommodate our growth.  The new production plant project will enhance
the overall production capacity by 3 times with an estimated expenditure of $5
million. The capital need for the expansion was utilized from the recent $15.2
million financing completed in January 2008. The planned GFA is about ten
thousand square meters with state- of-the-art equipment which will be installed.
Construction started in July 2008 and operations are planned to begin in January
2009. The new capacity is expected to meet increasing market demand of current
products and support new product launches from the pipeline which will be the
key element to maintaining and enhancing the current growth of the
Company.




Management
also plans to pursue strategic acquisitions and licensing opportunities as part
of our growth strategy in 2009 and beyond.   We plan to
selectively pursue strategic acquisition and licensing opportunities to further
consolidate our resources and expand our market coverage.  We believe
that strategic acquisitions and licensing provide effective means to broaden our
product lines, increase our market coverage and complement our research and
development capabilities.





Management
believes that our emphasis on further commercializing and broadening our product
line coupled with expansion of our production facility and capacity, enhanced
sales and marketing efforts will continue to yield significant increases in
revenue in 2009 and beyond. Additionally, we believe that our growth and overall
market coverage could be approved by certain strategic acquisitions or licensing
opportunities.





Manufacturing,
Sales and marketing





We
supports commercialized products with manufacturing, sales and marketing
efforts. We are also moving forward with additional investments to enhance our
infrastructure and business, including capital expenditures for the new
production plant, information technology systems, and post-marketing studies and
monitoring.





Management
continually reviews the business, including manufacturing operations, to
identify actions that will enhance long-term competitiveness. By continuously
streamlining the management of the production processes and improving the
recipes for drugs, we lowered the costs and eliminated some overhead during
manufacturing.




We
expanded our market by increasing the sales force and aggressive advertising. We
also performed extensive marketing research and adjusted our sales structure
timely in order to increase the profit margin.





Competitive
environment





The
market for pharmaceutical products is competitive. The Group’s operations may be
affected by technological advances of competitors, industry consolidation,
patents granted to competitors, competitive combination products, new products
of competitors, new information of marketed products or post-marketing
surveillance.








13







Discussion
on Operating Result





The
following table shows the results of our business.  All references to
the results of operations and financial condition are those of Chengdu
Tianyin.





Comparison of results for the three
months ended September 30, 2008,the three months ended September 30,
2007





the
      three months ended Sep 30
            
            2008
            
            2007Revenues
            
            US$
      9,561,940
            
            US$7,169,493Cost
      of
      revenues
            
            US$
      4,682,624
            
            US$4,293,829Gross
      profit
            
            US$4,879,316
            
            US$2,875,664Selling, general and
      administrative and research and development
expenses
            
            US$2,715,999
            
            US$1,063,931Other
      expense
            
            US$13,475
            
            US$34,703Income
      taxes
            
            US$358,849
            
            US$265,074Net
      profit
      (Loss)
            
            US$1,790,993
            
            US$1,511,956Foreign
      currency adjustment
            
            US$
      89,434
            
            US$183,851Comprehensive
      income (Loss)
            
            US$1,880,427
            
            US$1,695,807





Revenues.Total
revenues were approximately $9.56 million for the three months ended September
30, 2008 as compared to approximately $7.2 million for the three months ended
September 30, 2007, an increase of approximately $2.39 million or
33%.  The increases in revenues were primarily the result of our
expanded marketing efforts for our pipeline of new and current
products.  There are 28 products of which the sales increased by
various percentages. The major increase are as follows: the sales of Apu
Shuangxin increased by $2.55 million, the sales of Ginkgo Mihuan Oral Liquid
increased by $1.37 million, and the sales of Hugan Tablets increased by $0.33
million. Management believes that our emphasis of broadening our product
pipeline coupled with our enhanced sales marketing efforts and the planned
expansion of our production facility will continue to yield significant
increases in revenue in the remainder of this fiscal year and
beyond.





Cost of
Revenues.Cost of revenues for the three months ended
September 30, 2008 was approximately $4.68 million or 49% of revenues as
compared to $4.29 million or 59% of revenues for the three months ended
September 30, 2007.  Our cost of revenues is primarily composed of the
costs of direct raw materials, labor, depreciation and amortization of
manufacturing equipment and facilities, and other overhead. The increase of the
gross profit margin was mainly due to the saving of material consumption and
manufacturing overhead, production method innovation and more importantly the
improvement on the product mix to produce more products with higher gross profit
margin.





Gross profit
margin.Gross profit margin for the three months ended
September 30, 2008 was approximately 51% as compared to 40% for the three months
ended September 30, 2007.  Considering the change of market
environment and the adjustment of the Group strategy, the management gradually
developed the products mix to expand the market of the products with higher
gross profit margin since the fiscal year 2008. For the three months ended
September 30, 2008, the sales of Apu Shuanxin and Ginkgo Mihuan Oral Liquid
increased by 340% and 31% respectively comparing to that for the same period in
2007, while these two products had comparatively higher gross profit margin, 58%
and 77% respectively. On the other hand, the sales of other products with lower
gross profit margin, such as Qingrejiedu Oral Liquid and Fukangbao Oral Liquid,
decreased for the three months ended September 30, 2008.






14





Operating
Expenses.Operating expenses were approximately $2.7 million
for the three months ended September 30, 2008 as compared to approximately $1.06
million for the three months ended September 30, 2007, an increase of
approximately US$1.6 million.  The increase was mainly due to the
management’s effects to strengthen the marketing and sales activities in order
to increase sales, including hiring more sales people, having more advertisement
and promotion activities. Selling department increased by 206 employees for the
three months ended September 30, 2008 compared to one year ago.





Net income.Net
income was approximately US$1.79 million for the three months ended September
30, 2008 as compared to net income of approximately US$1.51 million for three
months ended September 30, 2007, an increase of US$0.28 million.  The
increase in our net income was mainly the result of our increased sales with
higher gross margin.





Foreign Currency Translation
Adjustment.Our reporting currency is the US
dollar.  Our local currency, Renminbi (RMB), is our functional
currency.  Results of operations and cash flow are translated at
average exchange rates during the period, and assets and liabilities are
translated at the unified exchange rate as quoted by the People’s Bank of China
at the end of the period.  Translation adjustments resulting from this
process are included in accumulated other comprehensive income in the statement
of shareholders’ equity.  Transaction gains and losses that arise from
exchange rate fluctuations on transactions denominated in a currency other than
the functional currency are included in the results of operations as
incurred.





Currency
translation adjustments resulting from this process are included in accumulated
other comprehensive income in the consolidated statement of shareholders' equity
and amounted to US$ 88,924 as of September 30, 2008.  The balance
sheet amounts with the exception of equity at September 30, 2008 were translated
at 6.83527RMB to 1.00 US dollar as compared to 7.49625 RMB at September 30,
2007.  The equity accounts were stated at their historical
rate.  The average translation rates applied to income statement
accounts for the three months ended September 30, 2008, and June 30, 2007 were
the average rate of exchange during the three months.





Comprehensive
Income.As a result of the above,the comprehensive
income, which adds the currency adjustment to Net Income, were US$1.88 million
for the three months ended September 30, 2008, as compared to the comprehensive
income of US$1.70 million for the three months ended September 30, 2007, an
increase of US$0.88 million.





Liquidity
and Capital Resources





Discussion
of cash flow





For
      the three months ended September 30,2008
            
            
            2007Cash
      flow from operating activities
            
            
            503,795
            
            
            
            1,047,575Cash
      flow from investing activities
            
            
            (175,668
            )
            
            
            (713
            )Cash
      flow from Financing activities
            
            
            0
            
            
            
            (767,094
            )





Operating
activities





As of
September 30, 2008, we had working capital totaling approximately US$18,940,176,
including cash and cash equivalents of US12,417,925.  On January 16, 2008
and January 25, 2008, we completed private financings totaling $15,225,000, with
27 accredited investors (the “January 2008 Financing”).  The net proceeds from the January 2008 Financing were
approximately $13,697,000.





Net cash
provided by operating activities was US$503,795 for the three months ended
September 30, 2008 as compared to US$1,047,575 for the three months ended
September 30, 2007. The decrease was primarily the result of increased raw
material and packing supplies as a result of production expansion in the
year.






15





Investing
activities





Net cash
used in investing activities for the three months ended September 30, 2008
totaled US$175,688 and related to the acquisition of intangible
drug.  Net cash used in investing activities for the three months
ended September 30, 2007 totaled US713 and related to the acquisition of
property and equipment.





Financing
activities





Net cash
provided in financing activities for the three months ended September 30, 2008
totaled US$0.  Net cash used in financing activities for the three
months ended September 30, 2007 was US$767,094 and majorly related to the
repayment of short-term bank loans and long-term bank loans.





Borrowings
and Credit Facilities





The bank
borrowing balance equals to the credit facilities as of September 30, 2008. The
short-term bank borrowings outstanding as of September 30, 2007 and 2008 were
$1,273,970 and $1,397,165 respectively, which bore an average interest rate of
7.56% and 7.881% per annum, respectively. These loans do not contain any
financial covenants or restrictions. The borrowings have one year terms and
expire at various times throughout the year. These facilities contain no
specific renewal terms. The short-term bank borrowings of $ $1,397,165 as of
September 30, 2008 (2007: $ 1,273,970) were secured by the property and
equipment of Chengdu Tianyin.





Stock
Repurchase Program





On
October 27, 2008, the Board of Directors authorized the Company to repurchase up
to $3.0 million of its common stock through January 2009. The amount and timing
of specific repurchases are subject to market conditions, applicable legal
requirements and other factors deemed appropriate by the Company's CEO and
President. Repurchases may be in open-market transactions or through privately
negotiated transactions, and the repurchase program may be expanded by the Board
of Directors in the future. The Company has approximately 15.5 million shares of
common stock outstanding and approximately 2.5 million shares are in the public
float as of today. Any shares repurchased by the Company in this program will be
retired to the treasury while reducing the number of outstanding shares of its
common stock.





Critical
Accounting Policies and Estimates.





Please
refer to “Management’s Discussion and Analysis of Financial Condition and
Results of Operations,” in Tianyin Pharmaceutical’s 2008 10-K/A for disclosures
regarding Tianyin’s critical accounting policies and estimates.  The
interim financial statements follow the same accounting policies and methods of
computations as those for the year ended June 30, 2008.











Item
3. Quantitative and Qualitative Disclosure About Market
Risk




Not
applicable






16






Item 4.
CONTROLS AND PROCEDURES








(a)
            Evaluation of
      disclosure controls and
procedures







Under the
supervision and with the participation of our management, including our
principal executive officer and acting chief accounting officer, we evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as of September 30, 2008. Based on this evaluation, our
principal executive officer and our acting chief accounting officer concluded
that, as of the end of the period covered by this report, our disclosure
controls and procedures were effective and adequately designed to ensure that
the information required to be disclosed by us in the reports we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in applicable rules and forms and
that our Internal Controls are effective at that assurance level to provide
reasonable assurance that our financial statements are fairly presented
inconformity with accounting principals generally accepted in the United
States.










(b)
            Changes in internal
      control over financial
reporting







During
the quarter ended September 30, 2008, there has been no change in our internal
control over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal control over financial
reporting.







Management
does not expect that Disclosure Controls or Internal Controls will prevent all
error and all fraud. A control system, no matter how well developed and
operated, can provide only reasonable, but not absolute assurance that the
objectives of the control system are met. Further, the design of the control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake. Additionally, controls
can be circumvented by the individual acts of some persons, by collusion of two
or more people, or by management override of the control. The design of a system
of controls also is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in
achieving its stated objectives under all potential future conditions. Over
time, control may become inadequate because of changes in conditions, or because
the degree of compliance with the policies or procedures may deteriorate.
Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.














17






ITEM
4T. CONTROLS AND PROCEDURES.





Management's
Quarterly Report on Internal Control over Financial Reporting.





Management
is responsible for establishing and maintaining adequate internal control over
financial reporting.  Our management conducted an evaluation of the
effectiveness  of our internal  control
over  financial  reporting  based on the framework
in Internal  Control
-  Integrated  Framework  ("ICFT")  issued
by the Committee of Sponsoring  Organizations of the Treadway
Commission.  Based on our evaluation, management has concluded, as of
September 30, 2008, we did not maintain effective controls over the financial
reporting process.





Management’s
assessment of the effectiveness of the registrant’s internal control over
financial reporting is as of the period ended September 30, 2008. Based on the
evaluation, management concluded that there was a material weakness in our
internal control over financial reporting. Although currently we do not identify
any material weaknesses in the process of self assessment, we have recognized
significant weaknesses in internal controls.  Currently we do not have
sufficient in-house expertise in US GAAP reporting.  Instead, we rely
very much on the expertise and knowledge of external financial advisors in US
GAAP conversion.  External financial advisors have helped prepare and
reviewed the consolidated financial statements.  Although we have not
identified any material errors with our financial reporting or any material
weaknesses with our internal controls and do believe that the financial
statements included in this report fairly present, in all material respects, our
financial position and results of operations as of and for the period ended
September 30, 2008, no assurances can be given that there are no such material
errors or weaknesses existing.





A  material  weakness  is  a  control  deficiency,  or  combination  of  control
deficiencies,  in Internal Control over Financial Reporting
(“ICFR”)  such  that  there  is
a  reasonable  possibility  that a
material  misstatement of our annual or interim financial statements
will not be prevented or detected on a timely  basis
by  employees  in the normal  course of their
assigned functions.





We are
seeking to recruit experienced professionals to augment and upgrade our
financial staff to address issues of timeliness and completeness in US GAAP
financial reporting.  In addition, we do not believe we have
sufficient documentation with our existing financial processes, risk assessment
and internal controls.  We plan to work closely with external
financial advisors to document the existing financial processes, risk assessment
and internal controls systematically.





This
quarterly report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting.  Management's  report was not subject to
attestation by the Company's registered  public accounting firm
pursuant to temporary rules of the Securities and
Exchange  Commission  that permit the Company to
provide  only  management's report in this quarterly
report.





18








PART
II - OTHER INFORMATION









ITEM
1.                      
Legal Proceedings





From time
to time, we may be involved in litigation relating to claims arising out of our
operations in the normal course of business.  We are not aware of any
pending or threatened legal proceeding that, if determined in a manner adverse
to us, could have a material adverse effect on our business and
operations.





Item
1A. Risk Factors





Not
applicable.





ITEM
2. Unregistered Sales of Equity Securities and Use of Proceeds








(a)
            Not
      applicable.





(b)
            Not
  applicable.




(c)
            Not
      Applicable.





ITEM 3. Defaults upon Senior Securities





(a)
            Not
      Applicable.





(b)
            Not
      Applicable.






ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





No
matters were submitted to our security holders during the period covered by this
Report.  However, we did file and mail proxy statements to re-elect
our Board of Directors for our upcoming Annual Shareholder Meeting, to be held
on December 9, 2008, on or about October 30, 2008.






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ITEM
5.  OTHER INFORMATION







(a)
            Since
      we filed and mailed out our Proxy Statement for this year’s Annual
      Shareholder Meeting, which will be held on December 9, 2008, the date for
      which we must receive a stockholder proposal for next year’s annual
      meeting has changed.  Accordingly, any stockholder who intends
      to present a proposal at next year’s annual meeting of stockholders must
      ensure that we receive the proposal, at our
  offices:





·
            Not
      later than July 2, 2009, if the proposal is submitted for inclusion in our
      proxy materials for that meeting pursuant to Rule 14a-8 under the
      Securities Exchange Act of 1934; or


·
            August
      26, 2008





No other
changes to the procedures by which security holders may recommend nominees to
our board of directors or any other proposal for next year’s annual meeting have
been made.





ITEM
6.  EXHIBITS





(a) The
following exhibits are filed as part of this report.




Exhibit
      No.
            Document3.1
            Articles
      of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 to
      our Annual Report on Form 10-K filed on September 29,
    2008).3.2
            Bylaws
      (Incorporated by reference to Exhibit 3.2 to our Annual Report on Form
      10-K filed on September 29, 2008).31.1
            Certification  of  Chief  Executive  Officer
      and Acting Chief Accounting Officer  required  by Rule
      13a-14/15d-14(a) under the Exchange Act32.1
            Certification
      of Chief Executive Officer and Acting Chief Accounting Officer pursuant to
      18 U.S.C. Section 1350, as adopted pursuant   to Section
      906 of the Sarbanes-Oxley Act of
2002.











SIGNATURES





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








Date:     November
10, 2008





By:
TIANYIN PHARMACEUTICAL CO., INC.








/s/  Dr.
Guoqing Jiang


Name:  Dr.
Guoqing Jiang


Title:   Chairman,
Chief Executive Officer and Acting Chief Financial Officer





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