U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549



FORM 10-Q/A



(Mark
One)



|    |                                                                                        
|--- | ---------------------------------------------------------------------------------------
|[x] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934





For
the quarterly period ended March 31, 2008



|    |                                                                                         
|--- | ----------------------------------------------------------------------------------------
|[ ] | 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 jurisdiction of
incorporation)**                            
**(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
Filer         |  |  
|Non-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 June 5, 2008,we are authorized to issue up to 50,000,000 shares of
Common Stock, par value US$.001 per share, of which 14,667,200 are currently
issued and outstanding.















---



TABLE
OF CONTENTS







|                                                                                                   |   
|-------------------------------------------------------------------------------------------------- | --
|PART I -
FINANCIAL INFORMATION                                                                     |   
|                                                                                                   |   
|Item 1.
 Financial Statements                                                                      | 4 
|                                                                                                   |   
|Consolidated Balance Sheet at
March 31, 2008 (unaudited) and June 30, 2007                         | 5 
|                                                                                                   |   
|Unaudited Consolidated Statements of Operations for the nine
months  ended March 31, 2008 and 2007 | 6 
|                                                                                                   |   
|Unaudited Consolidated Statements of Cash Flows for the
nine months ended March 31, 2008 and 2008  | 8 
|                                                                                                   |   
|Unaudited notes to Consolidated Financial Statements                                               | 9 
|                                                                                                   |   
|Item 2.
 Managements Discussion and Analysis or Plan of Operation                                 | 16
|                                                                                                   |   
|Item 3.Quantitative and Qualitative Disclosure About Market Risk                                   | 21
|                                                                                                   |   
|Item 4.
 Controls and Procedures                                                                   | 21
|                                                                                                   |   
|PART II 
OTHER INFORMATION                                                                        |   
|                                                                                                   |   
|Item 1.
 Legal Proceedings                                                                         | 23
|                                                                                                   |   
|Item 2.
 Unregistered Sales of Equity Securities And Use Of Proceeds                               | 23
|                                                                                                   |   
|Item 3.
 Defaults Upon Senior Securities                                                           | 23
|                                                                                                   |   
|Item 4.
 Submission Of Matters To A Vote Of Security Holders                                       | 23
|                                                                                                   |   
|Item 5.
 Other Information                                                                         | 23
|                                                                                                   |   
|Item 6.
 Exhibits                                                                                  | 23
|                                                                                                   |   













2





---

EXPLANATORY NOTE :On May 28, 2008, Tianyin
Pharmaceutical Co, Inc. (we, us, our or the "Company") received a SEC
response letter in regard to the second amendment to our Registration Statements
on Form S-1, which we filed on May 19, 2008, that asked us to revise certain
elements of our March 31, 2008 financial statements.  As such, and in
accordance with the response letter and Regulation S-X, we are revising our
March 31, 2008 financial statements to include a balance sheet as of the end of
the preceding fiscal year (June 30, 2007) and an interim statement of
stockholders equity for the period ending March 31, 2008.  The amended
financials for the quarter ending March 31, 2008 are included herein.







































3









---

PART
I  FINANCIAL INFORMATION



Report of Independent Registered Public Accounting
Firm



To the Board of Directors

Tianyin
Pharmaceutical Co., Inc

(Formerly Viscorp, Inc.)





We have reviewed the accompanying consolidated balance sheet of
Tianyin Pharmaceutical Co., Inc (Formerly Viscorp, Inc.) as of March 31, 2008,
and the related Consolidated statements of operations and comprehensive income
for the three-month and nine-month periods ended March 31, 2008 and 2007, and
cash flows for the nine-month periods then ended. 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 reviews, 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.























/s/Patrizio & Zhao,
LLC

Patrizio & Zhao,
LLC



Parsippany, New
Jersey

May 12, 2008











4





---









TIANYIN
PHARMACEUTICAL CO. INC.

(FORMERLY VISCORP, INC.)



CONSOLIDATED BALANCE SHEETS



ASSETS





|                                                                  |                |              
|----------------------------------------------------------------- | -------------- | -------------
|                                                                  | March 31, 2008 | June 30, 2007
|                                                                  | (unaudited)    |              
|CURRENT ASSETS                                                    |                |              
|Cash and cash equivalents                                         | $13,624,058    | $
    624,390
|Accounts receivable, net of
allowance of $34,226 and $31,517      | 3,952,252      | 3,120,223    
|Inventory                                                         | 2,607,587      | 1,867,342    
|Advance payments to
vendors                                       | 1,812,132      | -            
|Other receivables                                                 | 52,690         | 134,443      
|Prepaid
expenses and other current assets                         | 284,529        | 717          
|                                                                  |                |              
|Total Current
Assets                                              | 22,333,248     | 5,747,115    
|                                                                  |                |              
|PROPERTY AND EQUIPMENT, NET                                       | 4,990,756      | 4,553,925    
|                                                                  |                |              
|INTANGIBLES, NET                                                  | 7,108,671      | 5,822,045    
|                                                                  |                |              
|Total Assets                                                      | $34,432,675    | $16,123,085  
|                                                                  |                |              
|LIABILITIES AND STOCKHOLDERS
EQUITY                             
|                                                                  |                |              
|CURRENT LIABILITIES                                               |                |              
|Accounts payable and accrued
expenses                             | $
 1,254,956   | $  1,302,748 
|Short term bank loans                                             | 1,363,740      | 2,044,825    
|Due to shareholders                                               | -              | 139,573      
|VAT taxes payable                                                 | 237,651        | 209,849      
|Income tax payable                                                | 345,936        | 305,410      
|Other taxes payable                                               | 29,484         | 23,026       
|Other payables                                                    | 160,265        | -            
|                                                                  |                |              
|Total Current
Liabilities                                         | 3,392,032      | 4,025,431    
|                                                                  |                |              
|LONG-TERM LIABILITIES                                             | -              | 119,667      
|                                                                  |                |              
|STOCKHOLDERS EQUITY                                              |                |              
|Common
stock, $0.001 par value, 50,000,000 shares authorized      | 14,587         | 12,791       
|14,587,200
shares issued and outstanding                          |                |              
|Series
A convertible preferred stock, $0.001 par value, 9,515,625 | 9,516          | -            
|shares
issued and outstanding                                     |                |              
|Additional paid-in
capital                                        | 17,934,459     | 4,697,717    
|Statutory reserve                                                 | 1,189,912      | 683,437      
|Retained earnings                                                 | 10,090,588     | 6,150,934    
|Accumulated other comprehensive
income                            | 1,801,581      | 433,108      
|                                                                  |                |              
|Total Stockholders
Equity                                        | 31,040,643     | 11,977,987   
|                                                                  |                |              
|                                                                  |                |              
|Total Liabilities and
Stockholders' Equity                        | $34,432,675    | $16,123,085  
|                                                                  |                |              
|                                                                  |                |              
|                                                                  |                |              





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







5









---







TIANYIN
PHARMACEUTICAL CO. INC.

(FORMERLY VISCORP, INC.)



CONSOLIDATED
STATEMENTS OF OPERATIONS

AND COMPREHENSIVE
INCOME



(UNAUDITED)







|                                        |                    |                   |                  |                
|--------------------------------------- | ------------------ | ----------------- | ---------------- | ---------------
|                                        | Three Months Ended | Nine Months Ended
|                                        | March 31,          | March 31,        
|                                        | 2008               | 2007              | 2008             | 2007           
|                                        |                    |                   |                  |                
|SALES                                   | $9,249,229         | $5,412,969        | $24,167,921      | $13,622,991    
|                                        |                    |                   |                  |                
|COST OF GOODS
SOLD                      | 5,123,587          | 3,382,399         | 13,984,845       | 8,474,163      
|                                        |                    |                   |                  |                
|GROSS
PROFIT                            | 4,125,642          | 2,030,570         | 10,183,076       | 5,148,828      
|                                        |                    |                   |                  |                
|EXPENSES                                |                    |                   |                  |                
|Selling,
general and administrative     | 2,180,161          | 327,773           | 4,380,702        | 1,129,549      
|Research
and development                | 89,372             | 15,749            | 150,930          | 29,129         
|Total
Expenses                          | 2,269,533          | 343,522           | 4,531,632        | 1,158,678      
|                                        |                    |                   |                  |                
|INCOME FROM
OPERATIONS                  | 1,856,109          | 1,687,048         | 5,651,444        | 3,990,150      
|                                        |                    |                   |                  |                
|OTHER INCOME
(EXPENSES)                 |                    |                   |                  |                
|Other
income                            | -                  | 10                | -                | 1,442          
|Interest
expense                        | (245,174)          | (31,465)          | (311,536)        | (103,210)      
|Total
Other Income (Expenses)           | (245,174)          | (31,455)          | (311,536)        | (101,768)      
|                                        |                    |                   |                  |                
|INCOME BEFORE
PROVISION FOR INCOME TAX  | 1,610,935          | 1,655,593         | 5,339,908        | 3,888,382      
|                                        |                    |                   |                  |                
|PROVISION FOR
INCOME TAX                | 337,132            | 225,663           | 893,779          | 536,599        
|                                        |                    |                   |                  |                
|NET
INCOME                              | 1,273,803          | 1,429,930         | 4,446,129        | 3,351,783      
|                                        |                    |                   |                  |                
|OTHER
COMPREHENSIVE INCOME              |                    |                   |                  |                
|Foreign
currency translation adjustment | 793,507            | 63,644            | 1,368,473        | 170,267        
|1.1.1                                   |                    |                   |                  |                
|1.1.2  COMPREHENSIVE
INCOME             | $2,067,310         | $1,493,574        | $ 5,814,602      | $3,522,050     
|                                        |                    |                   |                  |                
|                                        |                    |                   |                  |                
|BASIC
EARNINGS PER SHARE                | $
          .09    | $
         .11    | $
           .33 | $
          .26
|DILUTED
EARNINGS PER SHARE              | $
          .05    | $
         .11    | $
           .27 | $
          .26
|                                        |                    |                   |                  |                
|WEIGHTED
AVERAGE SHARES OF COMMON       |                    |                   |                  |                
|STOCK                                   |                    |                   |                  |                
|BASIC                                   | 14,274,783         | 12,790,800        | 13,289,072       | 12,790,800     
|DILUTED                                 | 24,455,363         | 12,790,800        | 16,707,369       | 12,790,800     











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







6



---





CHENGDU TIANYIN
PHARMACEUTICAL CO., LTD.



STATEMENT OF
STOCKHOLDERS EQUITY









|                                      |              |                          |           |           |             |               |               | Accumulated |            
|------------------------------------- | ------------ | ------------------------ | --------- | --------- | ----------- | ------------- | ------------- | ----------- | -----------
|                                      |              |                          |           |           | Additional  |               |               | other       | Total      
|                                      | Common Stock | Series A Preferred Stock | Paid
in   | Statutory | Retained    | Comprehensive | Stockholders
|                                      | Number       | Par
Value                | Number    | Par
Value | Capital     | Reserve       | Earnings      | Income      | Equity     
|                                      |              |                          |           |           |             |               |               |             |            
|Balance at June 30, 2005              | 12,790,800   | $12,791                  | -         | $-        | $350,209    | $17,637       | $158,736      | $-          | $539,373   
|                                      |              |                          |           |           |             |               |               |             |            
|Net income                            | -            | -                        | -         | -         | -           | -             | 2,710,470     | -           | 2,710,470  
|                                      |              |                          |           |           |             |               |               |             |            
|Statutory reserve                     | -            | -                        | -         | -         | -           | 271,047       | (271,047)     | -           | -          
|                                      |              |                          |           |           |             |               |               |             |            
|Other comprehensive income            | -            | -                        | -         | -         | -           | -             | -             | 44,511      | 44,511     
|                                      |              |                          |           |           |             |               |               |             |            
|Balance at**June 30, 2006**           | 12,790,800   | $12,791                  | -         | $-        | $350,209    | $288,684      | $2,598,159    | $44,511     | $3,294,354 
|                                      |              |                          |           |           |             |               |               |             |            
|Additional paid-in
capital            | -            | -                        | -         | -         | 4,347,508   | -             | -             | -           | 4,347,508  
|                                      |              |                          |           |           |             |               |               |             |            
|Net income                            | -            | -                        | -         | -         | -           | -             | 3,947,528     | -           | 3,947,528  
|                                      |              |                          |           |           |             |               |               |             |            
|Statutory reserve                     | -            | -                        | -         | -         | -           | 394,753       | (394,753)     | -           | -          
|                                      |              |                          |           |           |             |               |               |             |            
|Other comprehensive income            | -            | -                        | -         | -         | -           | -             | -             | 388,597     | 388,597    
|                                      |              |                          |           |           |             |               |               |             |            
|Balance at**June 30, 2007**           | 12,790,800   | $12,791                  | -         | $-        | $4,697,717  | $683,437      | $6,150,934    | $433,108    | $11,977,987
|                                      |              |                          |           |           |             |               |               |             |            
|Common stock issued in                |              |                          |           |           |             |               |               |             |            
|recapitalization
of Viscorp           | 1,796,400    | 1,796                    | -         | -         | (1,796)     | -             | -             | -           | -          
|                                      |              |                          |           |           |             |               |               |             |            
|Preferred series A
stock issued       |              |                          |           |           |             |               |               |             |            
|in connection
with financing          | -            | -                        | 9,515,625 | 9,516     | 13,238,538  | -             |               | -           | 13,248,054 
|                                      |              |                          |           |           |             |               |               |             |            
|Net income                            | -            | -                        | -         | -         | -           | -             | 4,446,129     | -           | 4,446,129  
|                                      |              |                          |           |           |             |               |               |             |            
|Statutory
reserve                     | -            | -                        | -         | -         | -           | 506,475       | (506,475)     | -           | -          
|                                      |              |                          |           |           |             |               |               |             |            
|Other comprehensive
income            | -            | -                        | -         | -         | -           | -             | -             | 1,368,473   | 1,368,473  
|                                      |              |                          |           |           |             |               |               |             |            
|Balance at(unaudit)**March 31, 2008** | 14,587,200   | $14,587                  | 9,515,625 | $9,516    | $17,934,459 | $1,189,912    | $10,090,588   | $1,801,581  | $31,040,643
|                                      |              |                          |           |           |             |               |               |             |            



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





7









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TIANYIN
PHARMACEUTICAL CO. INC.

(FORMERLY VISCORP, INC.)



CONSOLIDATED
STATEMENTS OF CASH FLOWS



FOR THE NINE MONTHS ENDED MARCH
31,



(UNAUDITED)





|                                                     |              |             
|---------------------------------------------------- | ------------ | ------------
|                                                     | 2008         | 2007        
|CASH FLOWS FROM OPERATING ACTIVITIES                 |              |             
|Net Income                                           | $
 4,446,129 | $
 3,351,783
|Adjustments to reconcile net
income to net cash      |              |             
|provided by
operating activities:                    |              |             
|Depreciation and
amortization                        | 273,060      | 293,572     
|Bad debt expense                                     | -            | 19,434      
|Changes in current assets and
current liabilities:   | -            |             
|Accounts receivable                                  | (535,631)    | (2,195,180) 
|Inventory                                            | (550,711)    | (386,727)   
|Advance payments to
vendors                          | -            | 351,303     
|Other receivables                                    | 89,183       | (107,288)   
|Prepaid expense and other
current assets             | (2,005,616)  | -           
|Accounts payable and accrued
expenses                | (13,158)     | (401,089)   
|VAT taxes payable                                    | 9,280        | 48,797      
|Income tax payable                                   | 13,565       | 67,390      
|Other taxes payable                                  | 4,254        | 5,368       
|Other payables                                       | 26,753       | (264,438)   
|Total Adjustments                                    | (2,689,021)  | (2,568,858) 
|                                                     |              |             
|Net Cash Provided by
Operating Activities            | 1,757,108    | 782,925     
|                                                     |              |             
|CASH FLOWS FROM INVESTING ACTIVITIES                 |              |             
|Acquisition of property and
equipment                | (208,652)    | (54,939)    
|Construction in progress                             | (67,820)     | -           
|Additions to intangibles                             | (786,712)    | (865,844)   
|                                                     |              |             
|Net Cash Used by Investing
Activities                | (1,063,184)  | (920,783)   
|                                                     |              |             
|CASH FLOWS FROM FINANCING ACTIVITIES                 |              |             
|Proceeds from capital
contribution                   | 9,089,700    | -           
|Proceeds from bank loans                             | 2,674,873    | -           
|Repayment of shareholder
loans                       | (143,967)    | (13)        
|Repayment of bank loans                              | -            | (40,386)    
|                                                     |              |             
|Net Cash Provided (Used) by
Financing Activities     | 11,620,606   | (40,399)    
|                                                     |              |             
|EFFECT OF FOREIGN CURRENCY TRANSLATION ON
CASH       | 685,138      | 16,759      
|                                                     |              |             
|NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS | 12,999,668   | (161,498)   
|                                                     |              |             
|CASH AND CASH EQUIVALENTS  BEGINNING                | 624,390      | 740,780     
|                                                     |              |             
|CASH AND CASH EQUIVALENTS  ENDING                   | $13,624,058  | $
   579,282
|                                                     |              |             



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

8










TIANYIN
PHARMACEUTICAL CO. INC.

(FORMERLY VISCORP, INC.)



NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS



MARCH 31, 2008 AND 2007



(UNAUDITED)



NOTE 1 
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



ORGANIZATION AND DESCRIPTION OF BUSINESS



On October 30, 2007, Grandway Groups Holdings Ltd. (Grandway), a
Hong Kong subsidiary of Raygere Limited (Raygere)  a private holding company
established under the laws British Virgin Islands on January 26, 2007, 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. Chengdu Tianyins primary business is
to research, manufacture, and sell pharmaceutical products.



On January 16, 2007, the Company completed a reverse acquisition
of Raygere.  Prior to the Share Exchange, Viscorp, Inc. (Viscorp), was a
public shell company, as that term is defined in Rule 12b-2 of the Exchange Act,
established under the laws of Delaware on August 20, 2002.  To accomplish
the share exchange we 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, we changed the name of Viscorp, Inc. to Tianyin
Pharmaceutical Co., Inc. (Tianyin or the Company). 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.



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
applicable to interim financial information and with the requirements of Form
10-QSB and Item 310 of Regulation S-B of the Securities and Exchange Commission.
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, 2007, 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, 2007.









9

---

TIANYIN
PHARMACEUTICAL CO. INC.

((FORMERLY VISCORP, INC.)



NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS



**1.1.2.A  MARCH
31, 2008 AND 2007**



(UNAUDITED)





NOTE 3 
EARNINGS PER SHARE



The Company presents earnings per share on a basic and diluted
basis. Basic earnings per share has been computed by dividing net earnings by
the weighted average number of 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 shares outstanding including the dilutive effect of equity securities.
The weighted average number of 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.



|                              |                                    |                                   |           |            |            |          
|----------------------------- | ---------------------------------- | --------------------------------- | --------- | ---------- | ---------- | ---------
|                              | Three Months  Ended March 31,
2008 | Nine Months  Ended March 31,
2008
|                              | Net Income                         | Shares                            | Per Share | Net Income | Shares     | Per Share
|                              |                                    |                                   |           |            |            |          
|Income from operations        | $1,856,109                         | 14,274,783                        | $0.13     | $5,651,444 | 13,289,072 | $0.43    
|Basic EPS                     | $1,273,803                         | 14,274,783                        | $0.09     | $4,446,129 | 13,289,072 | $0.33    
|Effect of dilutive securities | -                                  | 10,160,580                        | ($0.04)   | -          | 3,418,297  | ($0.06)  
|Diluted EPS                   | $1,273,803                         | 24,455,363                        | $0.05     | $4,446,129 | 16,707,369 | $0.27    
|                              |                                    |                                   |           |            |            |          
|                              | Three Months  Ended March 31, 2007 | Nine Months  Ended March 31,
2007
|                              | Net Income                         | Shares                            | Per Share | Net Income | Shares     | Per Share
|                              |                                    |                                   |           |            |            |          
|Income from operations        | $1,687,048                         | 12,790,800                        | $0.13     | $3,990,150 | 12,790,800 | $0.31    
|Basic EPS                     | $1,429,930                         | 12,790,800                        | $0.11     | $3,351,783 | 12,790,800 | $0.26    
|Effect of dilutive securities | -                                  | -                                 | -         | -          | -          | -        
|Diluted EPS                   | $1,429,930                         | 12,790,800                        | $0.11     | $3,351,783 | 12,790,800 | $0.26    



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 $34,226 at March 31, 2008.



NOTE 5
INVENTORY



Inventory at March 31, 2008 and June 30, 2007 consisted of the
following:

|                   |                |              
|------------------ | -------------- | -------------
|                   |                |              
|                   | March 31, 2008 | June 30, 2007
|                   |                |              
|Raw
materials      | $   619,688    | $   727,106  
|Packaging
supplies | 1,143,791      | 461,110      
|Finished
goods     | 844,108        | 679,216      
|Total              | $2,607,587     | $1,867,342   

10

---

TIANYIN
PHARMACEUTICAL CO. INC.

((FORMERLY VISCORP, INC.)



NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS



MARCH 31, 2008 AND 2007



(UNAUDITED)



NOTE 6
PROPERTY AND EQUIPMENT



Property
and equipment at March 31, 2008  and June 30, 2007 consisted of the
following:

|                               |                |              
|------------------------------ | -------------- | -------------
|                               |                |              
|                               | March 31, 2008 | June 30, 2007
|                               |                |              
|Building                       | $ 5,045,007    | $ 4,645,788  
|Manufacturing
equipment        | 1,113,951      | 745,452      
|Office
equipment and furniture | 47,545         | 40,706       
|Vehicles                       | 387,305        | 437,800      
|Subtotal                       | 6,593,808      | 5,869,746    
|Less:
Accumulated depreciation | 1,674,452      | 1,315,821    
|                               | 4,919,356      | 4,553,925    
|Construction
in progress       | 71,400         | -            
|Total                          | $4,990,756     | $4,553,925   



Depreciation expense for the nine months ended March 31, 2008 and
2007 was 233,248 and 269,216, respectively.



NOTE 7
INTANGIBLE ASSETS



Net intangible assets at March 31, 2008 and June 30, 2007
consisted of the following:



|                               |                |              
|------------------------------ | -------------- | -------------
|                               |                |              
|                               | March 31, 2008 | June 30, 2007
|                               |                |              
|Rights to use land             | $1,413,720     | $ 1,301,850  
|Approved drugs                 | 7,243,102      | 4,667,934    
|Intangible assets              | 8,656,822      | 5,969,784    
|Less: accumulated amortization | 1,548,151      | 147,739      
|Total                          | $7,108,671     | $5,822,045   
|                               |                |              

Amortization expense for the nine months ended March 31, 2008 and
2007 amounted to $39,812 and $24,356, respectively.



NOTE 8 
ACCOUNTS PAYABLE AND ACCRUED EXPENSES



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



NOTE 9 
SHORT-TERM BANK LOANS



Short-term bank loans consist of the following:

|                                                                                    |                   |            
|----------------------------------------------------------------------------------- | ----------------- | -----------
|                                                                                    | March
31,         | June
30,   
|                                                                                    | 2008              | 2007       
|On July 14th, 2006, the Company obtained
a loan from Agricultural Bank of           |                   |            
|China, of which the principal is to be paid in full
by July 13th 2007. The interest |                   |            
|is to be calculated using an annual fixed interest
rate of 7.02% and paid           |                   |            
|monthly. The loan is secured
by the Companys property and
equipment.               | $
              - | $   263,000
|                                                                                    |                   |            
|On July 26th, 2006, the Company obtained
a loan from Agricultural Bank of           |                   |            
|China, of which the principal is to be paid in full
by July 25th 2007. The interest |                   |            
|is to be calculated using an annual fixed interest
rate of 7.02% and paid           |                   |            
|monthly. The loan is secured
by the Companys property and
equipment.               | $
              - | $   203,825









11

---

TIANYIN
PHARMACEUTICAL CO. INC.

(FORMERLY VISCORP, INC.)



NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS



MARCH 31, 2008 AND 2007



(UNAUDITED)



NOTE 9 
SHORT-TERM BANK LOANS(continued)



|                                                                                     |                   |                  
|------------------------------------------------------------------------------------ | ----------------- | -----------------
|                                                                                     | March
31,         | June
30,         
|                                                                                     | 2008              | 2007             
|On April 28th, 2007, the Company obtained a loan
from Agricultural Bank of           |                   |                  
|China, of which the principal is to be paid in full
by April 27th 2008. The interest |                   |                  
|is to be calculated using an annual fixed interest
rate of 7.668% and paid           |                   |                  
|monthly. The loan is secured by the Companys
property and equipment.                | $
              - | $
  657,500      
|                                                                                     |                   |                  
|On April 30th, 2007, the Company obtained a loan
from Agricultural Bank of           |                   |                  
|China, of which the principal is to be paid in full
by April 29th 2008. The interest |                   |                  
|is calculated using an annual fixed interest rate
of 7.668% and paid                 |                   |                  
|monthly. The loan is secured by the Companys
property and equipment.                | $
  342,720       | $
  315,600      
|                                                                                     |                   |                  
|On May 14th, 2007, the Company obtained a loan from
Agricultural Bank of             |                   |                  
|China, of which the principal is to be paid in full
by May 13th 2008. The interest   |                   |                  
|is calculated using an annual fixed interest rate
of 7.668% and paid                 |                   |                  
|monthly. The loan is secured by the Companys
property and equipment.                | $
  228,480       | $
  210,400      
|                                                                                     |                   |                  
|On June 5th, 2007, the Company obtained a loan from
Agricultural Bank of             |                   |                  
|China, of which the principal is to be paid in full
by June 4th 2008. The interest   |                   |                  
|is to be calculated using an annual fixed interest
rate of 7.884% and paid           |                   |                  
|monthly. The loan is secured by the Companys
property and equipment.                | $
              - | $
  131,500      
|                                                                                     |                   |                  
|On June 8th, 2007, the Company obtained a loan from
Agricultural Bank of             |                   |                  
|China, of which the principal is to be paid in full
by June 7th 2008. The interest   |                   |                  
|is calculated using an annual fixed interest rate
of 7.884% and paid                 |                   |                  
|monthly. The loan is secured by the Companys
property and equipment.                | $
  285,600       | $
  263,000      
|                                                                                     |                   |                  
|On July 11th, 2007, the Company obtained
a loan from Agricultural Bank of            |                   |                  
|China, of which the principal is to be paid in full
by July 10th 2008. The interest  |                   |                  
|is calculated using an annual fixed interest rate
of 8.541% and paid                 |                   |                  
|monthly. The loan is secured
by the Companys property and
equipment.                | $   142,800       | $
              -
|                                                                                     |                   |                  
|On July 16th, 2007, the Company obtained
a loan from Agricultural Bank of            |                   |                  
|China, of which the principal is to be paid in full
by July 15th 2008. The interest  |                   |                  
|is calculated using an annual fixed interest rate
of 8.541% and paid                 |                   |                  
|monthly. The loan is secured
by the Companys property and
equipment.                | $   142,800       | $
              -
|                                                                                     |                   |                  
|On July 25th, 2007, the Company obtained
a loan from Agricultural Bank of            |                   |                  
|China, of which the principal is to be paid in full
by July 24th 2008. The interest  |                   |                  
|is calculated using an annual fixed interest rate
of 8.892% and paid                 |                   |                  
|monthly. The loan is secured
by the Companys property and
equipment.                | $   221,340       | $
              -
|                                                                                     |                   |                  
|Total short-term bank
loans                                                          | $1,363,740        | $2,044,825       





12

---

TIANYIN PHARMACEUTICAL CO. INC.

(FORMERLY VISCORP, INC.)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



MARCH
31, 2008 AND 2007



(UNAUDITED)



NOTE 10-
INCOME TAXES



Deferred income taxes are computed using the
asset and liability method, such that deferred tax assets and liabilities are
recognized for the expected future tax consequences of temporary differences
between financial reporting amounts and the tax basis of existing assets and
liabilities based on currently enacted tax laws and tax rates in effect in the
Peoples Republic of China for the periods in which the differences are expected
to reverse. Income tax expense is the tax payable for the period plus the change
during the period in deferred income taxes. A valuation allowance is provided
when it is more likely than not that some portion or all of the deferred tax
assets will not be realized. No differences were noted between the book and tax
bases of the Companys assets and liabilities, respectively. Therefore, there
are no deferred tax assets or liabilities for the quarter ended March 31,
2008.



The Company is subject to PRC Enterprise
Income Tax at a rate of 15% of net income.  The Company is not subject to
any income taxes in the United States.



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 financial statement benefits in the
quarter.





NOTE 11 
STOCKHOLDERS EQUITY AND RELATED FINANCING AGREEMENTS



On January 16, 2008 the shareholders
of the Company (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, the company 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 million,
with 27 accredited investors (the January 2008 Financing). The net proceeds
from the January 2008 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.
 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:



13

---



An aggregate of $15,225,000 million
principal amount of Tianyin 10% convertible exchangeable notes due on or before
June 30, 2009 (the Notes),





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





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 converted 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 10% dividend, 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 million as to all 9,515,625 shares of Series A
Preferred Stock, and



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.



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.



In connection with the financing,
Tianyin also entered into a Registration Rights Agreement with the Investors
(the Investor RRA) under which Tianyin agreed to register for resale the
21,308,753 shares of common stock being offered for resale by the selling
stockholders under this prospectus.  Tianyin is also subject to certain
monetary obligations if, among other reasons, this registration statement is not
declared effective by the SEC within 120 days from the date of the Investor RRA.
 The obligations are payments in an amount equal to 2% of the aggregate
amount invested by such Investor (based upon the number of Registrable
Securities then owned by such Investor) for each 30 day period or any portion
thereof following the date by which this Registration Statement should have been
effective, up to a maximum amount of 10%.







14

---

TIANYIN PHARMACEUTICAL CO. INC.

(FORMERLY VISCORP, INC.)



NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS



MARCH
31, 2008 AND 2007



(UNAUDITED)



NOTE 12  EMPLOYEE
WELFARE PLAN



The Company has established an employee welfare plan in accordance
with Chinese law and regulations. The Company makes annual contributions of 14%
of all employees' salaries to the employee welfare plan.



NOTE 13  RISK
FACTORS



The Company had three major vendors who provided approximately
36.4% and 53% of the Company raw materials for the nine months ended March 31,
2008 and 2007, respectively.  Total purchases from these vendors were
$5,690,098 and $4,984,969 for the nine months ended March 31, 2008 and 2007,
respectively.



Three major customers accounted for 45% and 57% of the net revenue
for the nine months ended March 31, 2008 and 2007, respectively.  Total
sales to these customers were $10,887,822 and $7,852,441, for the nine months
ended March 31, 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 changes 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 14 -
CONCENTRATIONS OF CREDIT RISK



Financial instruments which potentially subject the Company to
credit risk consist principally of cash on deposit with financial institutions
of $13,624,058.



NOTE 15 
SUPPLEMENTAL CASH FLOW DISCLOSURES



|                           |          |         
|-------------------------- | -------- | --------
|                           | 2008     | 2007    
|Cash paid for
interest     | $311,536 | $103,210
|                           |          |         
|Cash paid for
income taxes | $893,779 | $536,599



NOTE 16  SHARE
EXCHANGE



15

---

On January 16, 2008, the shareholders of the Company entered into
and consummated certain transactions contemplated under a Share Exchange
Agreement (the SEA) with Viscorp, Inc. (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 9.



NOTE 17 
SUBSEQUENT EVENT



On or about April 30, 2008, the Company paid approximately
$299,000 to the investors of the Companys January 2008 financings, which
included approximately $83,000 as payment of 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 (see
Note 9  ̈C Stockholders¡ ̄ Equity And Related Financing Agreements) and
approximately $216,000 in accrued interest from the Convertible Notes, which
automatically converted into shares of Series A Preferred Stock, with a 10%
dividend, on March 11, 2008; going forward, investors will receive this
quarterly dividend.  The amount of cash paid was based on the dividend
payment rate of 10% per annum (subject to a pro rata adjustment) of the
Liquidation Preference Amount (approximately $15,225,000). Once the registration
statement registering the shares of common stock underlying the securities
issued in the January 2008 financings is declared effective, the Company may
elect to pay future dividends in shares of common stock. Upon the payment of any
dividend on the Series A Preferred Stock in shares of common stock, the number
of shares of common stock to be issued to the holder in connection with any such
dividend shall be an amount equal to the quotient of ( i ) the Dividend Payment
divided by ( ii ) $1.60.





---



Item
2

MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

Except
for the historical information contained herein, the matters discussed in this
Managements Discussion and Analysis of Financial Condition and Results of
Operations, and elsewhere in this report are forward-looking statements that
involve risks and uncertainties. The factors listed in the section captioned
Risk Factors, as well as any cautionary language in this report, provide
examples of risks, uncertainties and events that may cause our actual results to
differ materially from those projected. Except as may be required by law, we
undertake no obligation to update any forward-looking statement to reflect
events after the date of this prospectus.



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 Raygere for the three and nine month periods ended March
31, 2008 and 2007, respectively, 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 34 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 51 products which pending regulatory
approvals with the China State Food and Drug Administration.



Established in 1994, Chengdu Tianyin was 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.



In the first nine months of 2008 fiscal year, we continued the
product channel expansion and increasing market penetration of our products that
resulted in significant revenue growth in 2007.  Management plans to
continue the emphasis on expanded and enhanced marketing and sales in the
remainder of our 2008 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.











16

---







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 over 50 drug candidates currently
under SFDA review and are planning a series of market launches in the next few
years our product pipeline.



Additionally, as part of the use of proceeds from our recent
private placement financings, we are in the process of  building additional
production facilities on the vacant land of our current premises to accommodate
our growth.  These new plants will host additional production and
processing lines or different drug dosage forms.



Management also plans to pursue strategic acquisitions and
licensing opportunities as part of our growth strategy in 2008 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 increase in revenue in the remainder of this fiscal year and
beyond.  Additionally, we believe that our growth and overall market
coverage could be improved by certain strategic acquisitions or licensing
opportunities.



Reorganization



On January 16, 2008, we entered into a share exchange agreement,
pursuant to which we acquired all of the outstanding capital shares of Raygere
in exchange for a controlling interest in our common shares.



Raygere was organized on January 26, 2007 for the purpose of
acquiring all of the capital shares of a Chinese corporation, Chengdu Tianyin,
which is engaged in the development, manufacturing, marketing and selling of
modernized TCM in China.  On October 30, 2007, Raygeres wholly owned
subsidiary, Grandway, acquired 100% of the equity interests in Chengdu Tianyin.
 As a result of the transactions described above, 100% of the equity
interest in Chengdu Tianyin is indirectly held by Raygere, which is a
wholly-owned subsidiary of the Company.



Results of Operations



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 and nine months ended March 31, 2008 to the three and nine
months ended March 31 2007.



|                            |            |          
|--------------------------- | ---------- | ---------
|Three
Months Ended March 31 | 2008       | 2007     
|Revenues                    | $9,249,229 | 5,412,969
|Cost of
revenues            | 5,123,587  | 3,382,399
|Gross
profit                | 4,125,642  | 2,030,570









17








|                                                                                  |                   |                
|--------------------------------------------------------------------------------- | ----------------- | ---------------
|Selling,
general and administrative expenses and research and
development
expense | 2,180,161

89,372 | 327,773

15,749
|Interest
expense                                                                  | 245,174           | 31,465         
|Income
taxes                                                                      | 337,132           | 225,663        
|Net
income                                                                        | 1,273,803         | 1,429,930      
|Foreign
currency translation adjustment                                           | 793,507           | 63,644         
|Comprehensive
income (Loss)                                                       | 2,067,310         | 1,493,574      



|                                                                                 |                    |                  
|-------------------------------------------------------------------------------- | ------------------ | -----------------
|Nine
Months Ended March 31                                                       | 2008               | 2007             
|Revenues                                                                         | 24,167,921         | 13,622,991       
|Cost of
revenues                                                                 | 13,984,845         | 8,474,163        
|Gross
profit                                                                     | 10,183,076         | 5,148,828        
|Selling,
general and administrative expenses
Research and
development expenses. | 4,380,702

150,930 | 1,129,549

29,129
|Interest
expense                                                                 | 311,536            | 103,210          
|Income
taxes                                                                     | 893,779            | 536,599          
|Net
income                                                                       | 4,446,129          | 3,351,783        
|Foreign
currency translation adjustment                                          | 1,368,473          | 170,267          
|Comprehensive
income                                                             | 5,814,602          | 3,522,050        
|                                                                                 |                    |                  



Revenues.Total revenues were approximately US$9.2
million for the three  months ended March 31, 2008 as compared to
approximately US$5.4 million for the three months ended March 31, 2007, an
increase of approximately US$3.8 million or approximately 70%.  Revenues
for the nine months ended March 31, 2008 were approximately US$24.2 million.
 This was an increase of roughly US$10.6 million or approximately 78% as
compared to total revenue of US $13.6 million for the nine months ended March
31, 2007. The increase in our revenues was mainly the result of our expanded and
enhanced sales and marketing efforts of our pipeline of current products.
 Specifically, the significant revenue growth was driven by channel
expansion and increasing market penetration of our current products.
 Management believes that our emphasis on broadening our product pipeline
coupled with continued channel expansions, our enhanced 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 March 31, 2008 was approximately US$5.1 million or roughly 55% of
revenues as compared to US$3.4 million or roughly 63% of revenues for the three
months ended March 31, 2007.  Cost of revenues for the nine months ended
March 31, 2008 was roughly US$14.0 million.  For the nine months ended
March 31, 2007 our cost of revenues were approximately US$8.5million.  For
the nine months ended March 31, 2008 our cost of revenue was approximately 58%
of revenue as compared to 63% in 2007.   Our cost of revenues are
primarily composed of the costs of direct raw materials, labor, depreciation and
amortization of manufacturing equipment and facilities, and other overhead.
 The









18






increased gross margin was mainly due to the enhanced product mix
by focusing more on high margin products including Ginkgo Mihuan Oral Liquid and
Arpu Shuangxin Oral Liquid.



Operating Expenses.Selling and general and
administrative expenses were approximately US$2.2 million for the three months
ended March 31, 2008, as compared to approximately US$0.33 million for the three
months ended March 31, 2007, an increase of approximately US$1.85 million or
roughly 561%.  Selling and general and administrative expenses were
approximately US4.4 million for the nine months ended March 31, 2008, as
compared to approximately US$1.1 million for the nine months ended March 31,
2007, an increase of approximately US$3.3 million or roughly 295%.
  The increase in operating expenses was mainly attributable to the
listing expenses and increased selling costs.  Listing expenses are mainly
consulting and professional fees paid to lawyers, accountants, auditors, etc.
 The total amount was approximately US$400,000.  We anticipate that
these costs will decrease significantly in the next quarter.  Increased
selling costs is a result of channel expansion and increasing market penetration
of our current products, including increased costs in advertisement, promotion
and sales force related expenses We anticipate that these costs will continue to
rise as we continue to expand our sales.



Research and development expenses. Research and development
expenses for the three months ended March 31, 2008 were roughly $89,000 as
compared to approximately $15,000 for the three months ended March 31, 2007.
 For the nine months ended March 31, 2008, research and development
expenses were approximately $150,000 as compared to roughly $28,000 for the nine
months ended March 31, 2007.  Since we acquired most of our products from
third parties, the negligible research and development expenses mainly cover the
cost of regulatory filings.



Interest expense.Interest expense was approximately
$245,000 for the three months ended March 31, 2008, and US$31,000 for the three
months ended March 31, 2007.  For the nine months ended March 31, 2008
interest expense was roughly $311,000 as compared to $103,000 for the nine
months ended March 31, 2007.  This represents an increase of $208,000 or
roughly 202%.  The increase of interest expense for the three months was
due to interest expense for the 10% convertible Exchangeable Notes.  The
interest expense was amounted to $216,000.



Net income.Net income was approximately US$1.3
million for the three months ended March 31, 2008, as compared to net income of
approximately US$1.43 million for the three months ended March 31, 2007, a
decrease of US$0.13 million orapproximately
9%.  Net income was approximately US$4.4 million for the nine months ended
March 31, 2008, as compared to net income of approximately US$3.35 million for
the nine months ended March 31, 2007, an increase of US$1.05 million or
approximately 31%.  The decrease of net income for the three months ended
March 31, 2008 vs 2007 was mainly due to increase of the expenses related to
listing with an approximate amount of US$400,000 and the interest expenses
related to convertible notes with an approximate amount of US$217,000.







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Foreign Currency Translation Adjustment.Our
reporting currency is the USdollar.  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 roughly US$1.8 million, as of March 31,
2008.  The balance sheet amounts with the exception of equity at March 31,
2008 were translated at 7.00 RMB to 1.00 US dollar as compared to 7.72 RMB at
March 31, 2007.  The equity accounts were stated at their historical rate.
 The average translation rates applied to income statement accounts for the
three months ended March 31, 2008, and March 31, 2007, were the average rate of
exchange during the period.



Comprehensive Income.As a result of the above,the comprehensive income, which adds the currency adjustment to Net Income,
were approximately US$2.05 million for the three months ended March 31, 2008
compared to the comprehensive income of US$1.49  million for the three
months ended March 31, 2007, an increase of US$0.56 million or roughly 67.1%.
  The comprehensive income, which adds the currency adjustment to Net
Income, were approximately US$5.80 million for the nine months ended March 31,
2008 compared to the comprehensive income of US$3.52 million for the nine months
ended March 31, 2007, an increase of US$2.28 million or roughly 64.8%.





Liquidity and Capital Resources



As of March 31, 2008, we had working capital totaling
approximately 18,941,216 including cash and cash equivalents of US $13.6
million.   On January 16 and 25, 2008, we completed private financings
totaling $15,225,000 million, 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 approximately
US$1.76 million for the nine months ended March 31, 2008 as compared to
approximately US$0.78 million for the nine months ended march 31, 2007.
 The increase in cash generated from operating activities during the nine
months ended March 31, 2008 period was primarily the result of significant
revenue growth that produced considerable improvement in net income.



Net cash used in investing activities for the nine months ended
March 31, 2008 totaled approximately $1.06 million and was related to the
acquisition of intangible







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property and equipment.  Net cash used in investing
activities for the nine months ended March 31, 2007 totaled approximately $0.92
million and was related to the acquisition of intangible property and equipment.
 The decrease during the 2007 period was the result of a decrease in the
acquisition of property and equipment.



Net cash provided in financing activities for the nine months
ended March 31, 2008 totaled approximately $11.6 million.  Net cash used in
financing activities for the nine months ended March 31, 2007 was $40,000.
 The increase in net cash provided in financing activities was primarily a
result of capital contribution and from addition of bank loan.



Although we expect that the net proceeds of the private placement
described above, together with our available funds and funds generated from our
operations will be sufficient to meet our anticipated needs for 12 months, we
may need to obtain additional capital to continue to grow our business. Our cash
requirements may vary materially from those currently anticipated due to changes
in our operations, including our marketing and distribution activities, product
development, expansion of our personnel and the timing of our receipt of
revenues.  Our ability to obtain additional financing in the future will
depend in part upon the prevailing capital market conditions, as well as our
business performance.  There can be no assurance that we will be successful
in our efforts to arrange additional financing on terms satisfactory to us or at
all.  The recently completed financing contains warrants which if fully
exercised could raise approximately an additional $29,000,000.  The
exercise of these warrants is, however, largely dependent upon the price of our
stock in the public market.  As a result, we cannot guarantee when any of
the warrants will be exercised, if at all and, as a result, the proceeds from
the exercise of the warrants may not be available to us should we require
additional financings or ever.



Item 3.
Quantitative and Qualitative Disclosure About Market Risk



Not
applicable



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 March 31, 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







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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 March 31, 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.









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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



There have been no
changes to the risk factors set forth in our Form 10-K as filed with the
Securities and Exchange Commission.



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.



ITEM 5. OTHER INFORMATION





Not
applicable.



ITEM 6.
 EXHIBITS



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









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Exhibit
No.
                    Document

|     |                                                                                                                                                                                         
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  | Articles of
Incorporation, as amended (Incorporated by reference in Form 8-K filed
01/18/08).                                                                                           
|     |                                                                                                                                                                                         
|31.1 | Certification
 of  Chief  Executive  Officer and Acting Chief
Accounting Officer  required  by Rule 13a-14/15d-14(a) under the
Exchange Act                                             
|     |                                                                                                                                                                                         
|32.1 | 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:

June
6, 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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