**UNITED STATES        SECURITIES AND EXCHANGE COMMISSION        Washington, DC 20549**

**Form 10-K**

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(Mark one)             

x**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

> 
For the fiscal year ended: December 31, 2008

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o**TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** 

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For the transition period from ______________ to _____________

Commission file number: 000-29523

| **China Pharma Holdings, Inc.**                      |
|------------------------------------------------------|
| (Exact name ofregistrantas specified in its charter) |
|                                                 |

| **Delaware**                   |   | **73-1564807**             |
|--------------------------------|--------|----------------------------|
| (State orotherjurisdiction     |   | (I.R.S. Employer I.D. No.) |
| incorporation or organization) |   |                       |

| **2nd Floor, No. 17, Jinpan Road, Haikou, Hainan Province, China  570216** |
|---------------------------------------------------------------------------------|
| (Address of principal executive offices, includingZip Code)                     |

| **0086-898-66811730 (China)**         |
|---------------------------------------|
| (Registrant’s telephone number) |

Securities registered under Section 12(b) of the Exchange Act:**None**

Securities registered under Section 12(g) of the Exchange Act:

**Common stock, $0.001 par value**

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities        Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x         Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this        Form 10-K.  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): 

| Large accelerated filer o | Accelerated filero               |
|---------------------------|----------------------------------|
| Non-accelerated filero    | Smaller Reporting Company x |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The issuer's revenue for the fiscal year ended December 31, 2008 was $50,968,660. 

The number of shares and aggregate market value of common stock held by non-affiliates as of the last business day of the registrant’s most recently completed  fiscal year was 16,393,149 and $33,380,340, respectively. Shares of common stock held by any executive officer or director of the issuer and any person who beneficially        owns 5% or more of the outstanding common stock have been excluded from this computation because such persons may be deemed to be affiliates. This determination of affiliate status is not a conclusive determination for other purpose.

As of March 12, 2009 there were 42,278,938 shares of Common Stock issued and outstanding.

**DOCUMENT INCORPORATED BY REFERENCE****:** None.

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**China Pharma Holdings, Inc.**

Table of Contents

                                        

| **Number**     |                                                                                                                    | **Page**  |
|----------------|--------------------------------------------------------------------------------------------------------------------|----------------|
|           |                                                                                                                    |                |
| **Part I**     |                                                                                                               |           |
| Item 1         | Business                                                                                                           | 1              |
| Item 1A        | Risk Factors                                                                                                       | 8              |
| Item 1B        | Unresolved Staff Comments                                                                                          | 20             |
| Item 2         | Properties                                                                                                         | 20             |
| Item 3         | Legal Proceedings                                                                                                  | 20             |
| Item 4         | Submission of Matters to a Vote of Security Holders                                                                | 20             |
|           |                                                                                                               |           |
| **Part****II** |                                                                                                               |           |
| Item 5         | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 20             |
| Item 6         | Selected Financial Data                                                                                            | 22             |
| Item 7         | Management’s Discussion and Analysis of Financial Condition and Results of Operations                        | 22             |
| Item 7A        | Quantitative and Qualitative Disclosures about Market Risk                                                         | 28             |
| Item 8         | Financial Statements and Supplementary Data                                                                        | 29             |
| Item 9         | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                               | 29             |
| Item 9A        | Control and Procedures                                                                                             | 29             |
| Item 9B        | Other Information                                                                                                  | 31             |
|           |                                                                                                               |           |
| **Part III**   |                                                                                                               |           |
| Item 10        | Directors,Executive Officersand Corporate Governance                                                               | 31             |
| Item 11        | Executive Compensation                                                                                             | 34             |
| Item 12        | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                     | 35             |
| Item 13        | Certain Relationships and Related Transactions                                                                     | 36             |
| Item 14        | Principal Accountant Fees and Services                                                                             | 36             |
|           |                                                                                                               |           |
| **Part IV**    |                                                                                                               |           |
| Item 15        | Exhibits and Financial Statement Schedules                                                                         | 37             |
|           |                                                                                                               |           |
| Signatures     |                                                                                                               | 39             |

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**PART I**

Certain statements in this Form 10-K constitute "forward-looking statements." These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the        forward-looking statements. The forward-looking statements in this Form 10-K are identified by words such as "believes", "anticipates", "expects", "intends", "may", "will", "estimate", "continue" and other similar expressions regarding our intent, belief and current expectations. However, these words are not the exclusive means of identifying such statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances        and statements made in the future tense are forward-looking statements. Actual results may differ materially from those projected in the forward-looking statements as a result of various factors, many of which are beyond our control. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances occurring subsequent to the filing of this Form 10-K with the Securities and Exchange        Commission. Readers are urged to carefully review and consider the various disclosures made by us in this Form 10-K, including those set forth under "Risk Factors". 

**Item 1****.****Business**

**Overview**

China Pharma Holdings, Inc. (formerly, TS Electronics, Inc. and prior thereto, Softstone, Inc.) was incorporated on January 28, 1999, pursuant to the provisions of the General Corporation Act of the State of Delaware. On May 31, 1999, we merged with Soft Stone Building Products, Inc., an Oklahoma        corporation that was a predecessor to our Company’s business. Our initial business operations were conducted at 620 Dallas Drive, Denton TX, 76205. On February 1, 2000, we moved our offices and facilities to Ardmore, OK. In June 2002, we moved our office facilities to Pottsboro, TX. On August 13, 2003, we changed our name to TS Electronics, Inc. On March 15, 2006, we changed our name from TS        Electronics, Inc. to China Pharma Holdings, Inc.

Our focus initially was solely on realizing the commercial benefits of a process developed and patented by our first president, Frederick Parker. This process converted waste tires into useful products. We were not successful in promoting this business, wrote        off all assets associated with the business and shifted our attention to the commercial possibilities of a then, newly discovered devulcanization process to which we acquired a 5.5 year exclusive license for the Western Hemisphere. In addition, we entered into the business of importing hard-to-find and specialty crumb rubber. We were also not successful in these endeavors and        have abandoned all efforts regarding these pursuits.

Effective August 11, 2004, the Company entered into a Stock Exchange Agreement with Hou Xiao, the sole stockholder of China ESCO Holdings Limited (“China ESCO”), a company organized in the Hong Kong Special Administration Region in the        People’s Republic of China (the “PRC”) and its wholly owned operating subsidiary, AsiaNet PE Systems Limited. China ESCO was engaged in the development and manufacturing of electrical energy saving systems and products in the PRC.

The consummation of the transaction with China ESCO was subject to a number of conditions, including receipt by us of financial statements of China ESCO as required under applicable regulations, and satisfaction of all applicable regulatory requirements.        In January 2005, we declared China ESCO to be in material breach of the agreement and rescinded the agreement.

Effective February 8, 2005, we executed a Letter of Intent with Osage Energy Company, LLC (“Osage”) whereby Osage would acquire 90% of the equity interests of the Company. This transaction was never consummated by the parties. The Company had        no operations or significant assets from the quarter ended December 31, 2004 until May 2005.

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On May 11, 2005, we sold to Halter Financial Group, Inc., in a private placement, 1,875,045 shares of common stock at a purchase price of $0.1066641 per share, pursuant to the terms of a Stock Purchase Agreement (the “Purchase Agreement”). The        private placement was exempt from the registration requirements of the Securities Act, in reliance upon Section 4(2) thereunder. As a result of the purchase, Halter Financial Group, Inc. became our controlling stockholder, owning approximately 75% of our issued and outstanding shares of common stock.

Immediately subsequent to, and as a result of, the closing of the transactions contemplated by the Purchase Agreement, Gene F. Boyd, Keith P. Boyd, Fredrick W. Parker and Leo G. Templer resigned as officers and directors, as applicable, of the Company. Timothy P. Halter was        concurrently appointed as a member of the Board of Directors, and Mr. Halter was elected as President, Chief Accounting Officer and Secretary of the Company.

On October 19, 2005 we entered into a Securities Exchange Agreement (the “Exchange Agreement”) with Onny Investment Limited, a British Virgin Islands company, and its original stockholders pursuant to which we acquired all of the issued and outstanding shares of Onny from said        stockholders in exchange for 27,499,940 shares of our common stock. Upon the closing of the exchange transaction (the “Exchange Transaction”), Onny became the wholly owned subsidiary of our Company. The Exchange Agreement also provides that, upon the effectiveness of an amendment to the Company’s Certificate of Incorporation to increase its authorized capital stock, the Company shall issue to Heung Mei Tsui, the principal        stockholder of Onny, an additional 4,723,056 shares of common stock (the “Post Closing Shares”) to which she would otherwise have been entitled if the Company had enough authorized shares as of the closing of the Exchange Transaction.

Immediately prior to the closing of the Exchange Transaction, Onny completed a private placement (the “Onny Offering”) of its convertible preferred stock to 46 accredited investors. The Onny Offering raised gross proceeds of $5,000,000. Additionally, immediately prior to the Exchange Transaction, participants        in the Onny Offering exchanged their preferred shares for an aggregate of 10,000 shares of Onny’s common stock. Participants in the Onny Offering then participated in the Exchange Transaction by exchanging such 10,000 shares of common stock for 6,944,619 shares of our common stock.

On March 15, 2006, the Company amended its Certificate of Incorporation to increase its authorized capital stock from 30,000,000 to 60,000,000 shares and filed the Information Statement in accordance with Section 14 of the Exchange Act. On May 16, 2006, the Company issued to        Heung Mei Tsui an additional 4,723,056 shares of common stock as provided in the Exchange Agreement. Upon the issuance of the Post Closing Shares, Ms. Tsui holds 25,278,385 shares or approximately 72.8% of the issued and outstanding common stock of the Company.

On July 24, 2006, Zhilin Li, Heung Mei Tsui and the Company entered into that certain Stock Transfer Agreement, as amended on November 24, 2006, pursuant to which Heung Mei Tsui transferred 10,000,000 shares of her personal holdings of the Company’s common stock to Zhilin Li in exchange for a sublicense to a patent        held by a third party, which is licensed to Ms. Li. After the aforementioned stock transfer, Ms. Tsui holds 15,278,385 shares or 44.0% of the total outstanding shares of our common stock. Ms. Li holds 10,000,000 shares or 28.8% of the total outstanding shares of our common stock. 

On February 1, 2007, we completed an offering pursuant to a Subscription and Registration Rights Agreement (“Agreement”) with 17 accredited investors in connection with a private placement of 2,505,882 shares of the Company's common stock at $1.7 per share (“2007 Private Placement”). Pursuant to the Agreement, the        Investors also received three-year warrants to purchase an aggregate of 1,252,941 shares of Company's common stock at $2.38 per share. Pursuant to the transaction on February 1, 2007, we received the subscription proceeds in the aggregate amount of $4,259,900. The net proceeds, after deduction of related offering expenses of $ 462,717, amounted to $3,797,183. In December 2007, the Company received proceeds of $119,000 upon the exercise of warrants to purchase 50,000 shares of common        stock. The remaining warrants issued in conjunction with the offering to buy 1,202,941 shares of common stock have not been exercised at December 31, 2007 or 2008.

On September 27, 2007, Heung Mei Tsui and the Company entered into four Stock Transfer Agreements with Chipiu Wong, Ruofeng Xu, Yao Huang and Jian Yang respectively, pursuant to which, Heung Mei Tsui transferred in aggregate 4,465,734 shares of the Company's common stock at the price of $1.52 per share to the four individuals. After the        aforementioned stock transfer, Ms. Tsui holds 10,812,651 shares or 29.0% of the total outstanding shares of our common stock.

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In May 2008, the Company completed an offering of units priced at $2.00 per unit consisting of one share of the Company’s common stock and a warrant to purchase one-quarter of a share of the Company’s common stock with an exercise price of $2.80 per share (“2008 Private Placement”). The Company issued an aggregate of        5,000,000 shares of common stock and issued three-year warrants to purchase an aggregate of 1,250,000 shares of Company's common stock to 17 accredited investors. We received the subscription proceeds in the aggregate amount of $10,000,000. The net proceeds, after deduction of related offering expenses of $ 731,061.70, amounted to $ 9,268,938.30. In addition, the placement agent in the transaction was issued three-year warrants to purchase 300,000 shares of common stock at an exercise        price of $2.98 per share.

On June 24, 2008, the Company issued to FirsTrust Group, Inc. three-year warrants to purchase 75,000 shares of the Company’s common stock at $2.80 per share and three-year warrants to purchase 75,000 shares of the Company’s common stock at $3.60 per share. The Company issued the above warrants as equity compensation under the        Consulting Agreement and the Supplementary Agreement entered into between the Company and FirsTrust China Ltd. (the wholly-owned subsidiary of FirsTrust Group, Inc.).

On the same date, the Company issued to Hayden Communications International, Inc. three-year warrants to purchase 25,000 shares of the Company’s common stock at $3.00 per share and three-year warrants to purchase 25,000 shares of the Company’s common stock at $3.50 per share. The Company issued the above warrants as equity        compensation under the Investor Relations Consulting Agreement entered into between the Company and Hayden Communications International, Inc.

On December 24, 2008, the Company issued to Hayden Communications International, Inc. three-year warrants to purchase 8,333 shares of the Company's common stock at $3.0 per share and three-year warrants to purchase 8,333 shares of the Company's common stock at $3.5 per share. The Company issued these warrants as part of the equity compensation        under the Investor Relations Consulting Agreement, which was terminated by the Company in August 2008.

Onny

Onny Investment Limited (“Onny”) was incorporated on January 12, 2005 under the laws of the British Virgin Islands. At the time of its incorporation, Onny’s authorized capital was $50,000 and there were 50,000 shares of one class and one series of capital        stock, $1.00 par value, issued and outstanding. Heung Mei Tsui was, at the time of incorporation, the sole stockholder and director of Onny. On August 18, 2005, Onny increased its authorized capital to $5,000,000 divided into 40,000 ordinary shares of capital stock, $100.00 par value, and 10,000 preferred shares, $100.00 par value. As of the date of this Form 10-K, there        are 39,700 ordinary shares issued and outstanding, all of which are held by the Company. No preferred shares of Onny are currently issued and outstanding.

On May 25, 2005, Onny acquired all the equity interests in Hainan Helpson Medical & Biotechnology Co., Ltd. in exchange for the assumption of obligations to make cash payments to the Helpson shareholders in the form of common stock dividends from Helpson of $4,154,041, the assumption of        $4,646,409 of other liabilities and the issuance of non-interest bearing promissory notes totaling $3,413,265 payable three months after Helpson obtains a business license in the PRC as a wholly foreign owned entity. Effective as of June 21, 2005, Onny became the sole stockholder of Helpson, and Helpson became a wholly foreign-owned enterprise as defined by PRC law.

On October 19, 2005, Onny completed the Onny Offering. Under the terms of the Onny Offering, Heung Mei Tsui agreed to escrow 6,944,611 shares of the Company’s common stock that she received as a result of the Exchange Transaction. These shares        represent 20% of the Company’s issued and outstanding common stock immediately following the closing of the Exchange Transaction (the “Make Good Shares”), so that in the event that actual net income set forth in the consolidated financial statements of the Company for the fiscal year ending December 31, 2006 (“NI”) does not reflect $8 million of net income (the        “Guaranteed NI”), the Make Good Shares can be distributed on a pro rata basis to the participants of the Onny Offering in accordance with the following formula:

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Make Good Shares = ((Guaranteed NI - NI) / $8m) X Make Good Pool

If required, the Make Good Shares will be delivered to participants in the Onny Offering within ten (10) business days of the date the audit report for the period is filed with the SEC.

Additionally, in connection with the Onny Offering, Heung Mei Tsui escrowed 277,785 shares of the Company’s common stock that she received as a result of the Exchange Transaction, which shares represent 0.8% of the Company’s issued and outstanding common        stock immediately following the closing of the Exchange Transaction (the “HFG Make Good Pool”), so that in the event the Company does not achieve the Guaranteed NI, the HFG Make Good Shares will be distributed to HFG International, Limited, an affiliate of Halter Financial Group, Inc., in accordance with the following formula:

HFG Make Good Shares = ((Guaranteed NI - NI) / $8m) X HFG Make Good Pool

If required, the HFG Make Good Shares will be delivered within ten (10) business days of the date the audit report for the period is filed with the SEC.

According to the audited consolidated financial statement of the Company for the fiscal year ending December 31, 2006, the net income was $8,587,086 which is more than the Guaranteed NI. Therefore, 7,222,396 shares of the Company’s common stock which was escrowed shall be reverted back to Heung Mei Tsui. As of the date of this report,        Heung Mei Tsui holds 10,812,651 shares or 25.57% of the total outstanding shares of our common stock. 

Helpson

Hainan Helpson Medical & Biotechnology Co., Ltd. (“Helpson”) is a foreign-invested enterprise established in Haikou, Hainan Province, PRC on February 25, 1993. Initially, its name was Hainan Fulin Biomedical Co., Ltd., which was changed to “Helpson”        in 1999. The company was originally an “equity joint venture” as defined by China’s laws on foreign invested enterprises. The two joint venturers were Haikou Biomedical Engineering Co., Ltd. (“Haikou Biomedical”), a PRC company, and Hong Kong Fudao Development Co., Ltd. (“Fudao”), a Hong Kong company. Haikou Biomedical invested RMB 2,100,000 for a 70%        share of Helpson, and Fudao invested $150,000 for a 30% share of Helpson.

On June 16, 2001, Fudao entered into an Equity Interest Transfer Agreement with Hainan Kaidi Science and Technology Co., Ltd., a PRC company (“Kaidi”). In accordance with the Equity Interest Transfer Agreement, Fudao transferred all of its 30% capital        contribution in Helpson to Kaidi in consideration of RMB 2,780,000. As a result of the transfer, Haikou Biomedical continued to hold a 70% equity interest in Helpson, while Kaidi had a 30% equity interest in Helpson. Therefore, Helpson became a PRC domestic company, rather than a foreign-invested company.

Effective on December 26, 2003, Helpson issued new capital stock to Chengdu Huineng Biomedical Co., Ltd. (“Chengdu Bio”) and Chongqing Chemical Medicine Holding Group (“Chongqing Chemical”). Chengdu Bio contributed RMB 3,000,000 for a 10.71% equity        interest in Helpson and an additional RMB 3,000,000 for Helpson’s capital common reserve fund, and Chongqing Chemical contributed RMB 5,000,000 for a 17.86% equity interest in Helpson and an additional RMB 5,000,000 for Helpson’s capital common reserve fund. After the issuance of shares, Helpson had four equity holders: Haikou Biomedical, holding 50% equity interest; Kaidi, holding 21.43% equity interest;        Chengdu Bio, holding 10.71% equity interest; and Chongqing Chemical, holding 17.86% equity interest.

On March 8, 2005, Chongqing Chemical entered into an equity interest transfer agreement with Haikou Biomedical to transfer all of its equity interest in Helpson to Haikou Biomedical. Upon completion of the transfer, there remained only three equity        holders of Helpson: Haikou Biomedical, holding 67.86% equity interest; Kaidi, holding 21.43% equity interest, and Chengdu Bio, holding 10.71% equity interest.

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As set forth above, on May 25, 2005, Haikou Biomedical, Kaidi and Chengdu Bio entered into an equity interest transfer agreement with Onny to transfer all their equity interests in Helpson to Onny. Effective as of June 21, 2005, Onny became the sole        stockholder of Helpson, and Helpson became a wholly foreign-owned enterprise as defined by PRC law.

Upon the closing of the Exchange Transaction on October 19, 2005, we acquired all of the issued and outstanding shares of Onny in exchange for 27,499,940 shares of our common stock and became Onny’s sole stockholder. As a result, as of October 19, 2005, Helpson became our wholly owned subsidiary.

As of July 4, 2006, Helpson increased its registered capital from RMB 28,000,000 to RMB 60,000,000 and changed its registered address from Unit 8, D Area, Office Hall, Haikou Bonded Zone, Haikou, Hainan Province, China to C09-2, Haikou Bonded Zone, Haikou, Hainan Province, PRC.

Helpson positions itself as a specialty pharmaceutical company with rapidly growing profit that develops, manufactures, and markets treatments for a wide range of high incidence and high mortality conditions in China, including cardio and cerebrovascular diseases, Central Nervous System (CNS) disease, infectious disease, and hepatitis. The        Company's cost-effective, high margin business model is driven by market demand and supported by 8 scalable GMP-certified production lines covering the major dosage forms. In addition, the Company has a broad and expanding distribution network across 30 Chinese provinces, municipalities and autonomous regions and possesses a strong R&D platform from numerous well-established collaborations with prestigious universities.

**Principal Products and Services**

Helpson's primary business is the manufacturing, marketing and sales of pharmaceuticals and nutritional supplements. Helpson manufactures and markets products in three major categories: biochemical products, health products and cosmetics.

At present, Helpson is manufacturing or ready to manufacture a total of 18 kinds of pharmaceutical products. We received new medicine certifications for the following six kinds of medicines:

Naproxen Sodium and Pseudophedrine Hydrochloride Sustained Release Tablets: to temporarily relieve cold, sinus and flu symptoms, blocked nose caused by anaphylaxis rhinitis, runny nose, fever, sore throat, symptoms of myalgia in the limbs and pain around the joints.

Bumetanide for Injection: a diuretics drug used for the treatment of various edema diseases (including those associated with heart failure, hepatic cirrhosis, nephropathy, and pulmonary edema and etc.), hypertension, and for the treatment and prevention of acute renal f ailure, hyperkalemia, hypercalcemia and for the rescue of acute drug        poisoning.

Buflomedil Hydrochloride: used for the treatment of peripheral blood vessel diseases, including intermission claudication, renaud syndrome and blood vessel convulsion. 

Cefaclor Dispersible T ablets: a cephalosporin antibiotic drug used for the treatment of tympanitis, lower respiratory tract infection, urinary tract infections (UTI) and skin/skin tissue infection.

Roxithromycin Dispersible Tablet: a macrolide antibiotic used for the treatment of pharyngitis and tonsillitis caused by Streptococcus pyogenes; sinusitis, tympanitis, acute and chronic bronchitis caused by acute bacteria, Mycoplasma pneumonia and Chlamydia pneumoniae; urethritis and cervical infection caused by Chlamydia trachomatis (CT); skin        soft tissue infection caused by sensitive bacteria.

Clarithromycin Granules and Capsules: a macrolide antibiotic drug for the treatment of nasopharynx infection, lower respiratory tract infection, skin tissue infection, acute tympanitis and mycoplasma pneumonia caused by clarithromycin susceptible organisms; urethritis and cervical infection caused by chlamydia trachomatis        (CT); and the treatment of legionella infection, mycobacterium avium complex (MAC) infection and helicobacter pylori infection.

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Helpson is manufacturing the following medicines in addition to the medicines listed above:

Gastrodin Injection: used in case of the following symptoms: tiredness, loss of concentration, poor sleep, (the “declined spirit” syndrome), and for traumatic syndromes of the brain; vertigo; neuralgia; headaches etc. 

Hepatocyte Growth-promoting Factor for Injection: used to treat serious viral hepatitis symptoms caused by various viral hepatitis types (acute, subnormal temperature, chronic serious disease early or middle period of hepatitis)

Propylgallate for Injection: used for preventing and treating cerebral thrombosis, coronary heart disease, and complication after the surgery-thrombus deep phlebitis, etc.                 Ozagrel Sodium for Injection: used to treat acute thrombus brain infarction and brain sport obstacle infarction.                 Alginic Sodium Diester Injection: used in ischemic heart disease, cerebrovascular diseases (cerebral thrombosis, cerebral embolism, coronary heart disease, etc.) and high lipoprotein blood disease.

Granisetron Hydrochloride Injection: indicated to reduce the symptom of nausea and vomiting caused by radiotherapy and chemotherapy during the treatment of malignant tumors.

Cerebroprotein Hydroloysate Injection: indicated for the treatment of memory decline and attention deficit disorder (ADD) caused by the sequela of craniocerebral trauma and cerebrovascular diseases.

Anhydroandrographolide: used for clearing away heat and detoxify, as an antibacterial and to diminish inflammation; used in upper respiratory infection, bacillary diarrhea.

Vitamin B6 for Injection: vitamin supplement. 

Thymopolypetides Injection: used for treating various primary or recurring T cell defective diseases, autoimmune diseases, to assist in the treatment of diseases and tumors of various cells with reduced immunological function.                 Cefalexin Capsules: suitable for acute tonsillitis caused by sensitive fungi, airway infections, such as pharyngitis, otitis media, nasal sinusitis, bronchitis; pneumonia, respiratory tract infection, urinary tract infections and skin soft tissue infections etc.

In addition, Helpson’s products include a Recombined Human Fibroblast Growth Factor (rhaFGF), which is used as a raw material for cosmetics and has the function of wound repairing, including damages caused by ultraviolate ray, acne, analeptic organized by the skin, or citric acid.

Helpson also possessed official documents on drug registration for Tiopronin Enteric-Coated Capsules and Compound Ammonium Glycyrrhetate S for Injection issued by China's State Food and Drug Administration on December 19, 2008 and June 6, 2008 respectively.

Due to the nature of the biotechnology and pharmaceutical industries, Helpson continually strives to change its product portfolio to respond to changes in market demand. Helpson also plans to expand its biotechnology product series. Based on the foundation established by some of Helpson's widely        recognized medicine labels such as Pusen OK, Buflomedil and Alginic Sodium Diester, Helpson has launched and will continue to launch a variety of biological medicine.

Helpson adjusts the delivery system and marketing for each of its products based on the product's target patient group. Maintaining a variety of delivery systems (e.g. tablet, injection, powder, etc.) targeting at different groups enhances Helpson's        competitive position in the market. Helpson's present types of delivery include tablet, capsule, granule, injectable, dry powder,

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**Principal Markets**

The principal markets of Helpson lie within China. With approximately one-fifth of the world’s population and a fast-growing gross domestic product, China presents significant potential for the pharmaceutical industry. According to the Freedonia Group, pharmaceutical demand in China reached RMB198.0 billion ($25.4        billion) in 2005, representing a growth of 12.1% annually since 2000. The Freedonia Group expects the total pharmaceutical expenditure in China to grow at 13.6% annually between 2005 and 2010. Such growth rate is significantly higher as compared to the rest of the world, where growth of the pharmaceutical industry is projected to be at a compound annual growth rate of 5.0% to 8.0% between 2004 and 2009 according to IMS Health. According to IMS forecasts, China will become the seventh        largest pharmaceutical market in the world in 2009 and the second largest in 2020, with a market capacity of US$220 billion. 

The growth is driven by increased income levels, overall improvement of life quality and the consumer’s desire for improved healthcare. In addition, the broader coverage of healthcare and the increasing aging population contribute to the increased demand for pharmaceutical products. Increased healthcare spending by        the Chinese government to reform the healthcare system has already greatly improved the accessibility to and desire for medical care. The Chinese government’s increased spending on the rural market is another driving force of our future development.

**Distribution**

As of December 31, 2008, Helpson's products were sold in more than 30 provinces, municipalities and autonomous regions. Helpson has 16 sales offices, 110 sales personnels and approximately 1250 proxy agents throughout China. 

**Industry Background and Competition**

The pharmaceutical industry's primary categories include chemical medicine, traditional Chinese medicinal material, traditional Chinese medicinal film, prepared Chinese herbal medicine, antibiotics, biological products, biological medicine, radioactive medicine,        medical appliances, sanitation materials, pharmaceutical machinery, medical packaging and trading.

Competition in the pharmaceutical industry is reduced by barriers to entry. A company wishing to enter into the industry must comply with the standards and regulations set forth by the government. In the PRC, the State Food and Drug Administration of China (the        “SFDA”) is the authority that monitors and supervises the administration of the pharmaceutical industry including pharmaceutical products, medical appliances, and equipment. Pharmaceutical manufacturing enterprises must obtain a Pharmaceutical Manufacturing Enterprise Permit issued by the relevant pharmaceutical administrative authorities and relevant        health departments at the provincial level where the enterprise is located. Furthermore, all pharmaceutical products produced in the PRC, with the exception of Chinese herbal medicines in soluble form, must bear a registered number approved by the appropriate governmental authorities in the PRC. Lastly, in accordance with the World Health Organization, the PRC now        requires compliance with GMP standards in pharmaceutical production in order to minimize the risks involved in any pharmaceutical production that cannot be eliminated through testing final products. As the regulatory approval process becomes more stringent, it also increases the barriers to entering the market.         Due to the variety of consumer demands within the pharmaceutical market, pharmaceutical companies have relatively dispersed product lines. We have identified, however, two primary strategies we must adopt in order to stay competitive. In expanding market share of common traditional medicine, we must take advantage of 1) our large manufacturing scale and reasonable cost        control mechanisms, and 2) our strong sales network.

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**Intellectual Property**

Helpson owns the following 17 registered trademarks: Funalin, Fukexing, Beisha, Shiduotai, Xinuo, Pusenlitai, Pusenouke, Shuchang, Shenkaineng, an AFGF logo, an HPS logo, two HELPSON logos, as well as four other logos. The registration numbers of the 17 registered trademarks are as follows: No.1280259, No.1500459, No.1511770, No.1535416,        No.1537828, No.1535420, No.1272792, No.1272759, No.1272760, No.1330294, No.1327731, No.1330295, No.1476339 and No.3993785, No. 4074317, No.4074321 and No. 4315247. 

**Employees**

As of December 31, 2008, Helpson had 196 regular employees and 17 temporary workers.  Helpson was also aided by the efforts of a 110 member outside sales and marketing team.

**Item 1A.****Risk Factors**

**RISKS RELATED TO OUR BUSINESS AND INDUSTRY**

**WE MAY NEED TO RAISE ADDITIONAL CAPITAL WITHIN THE NEXT TWELVE MONTHS TO FUND OUR OPERATIONS AND FAILURE TO RAISE ADDITIONAL CAPITAL MAY FORCE US TO DELAY, REDUCE, OR ELMINATE OUR PRODUCT DEVELOPMENT PROGRAMS**

Due to the large amount of funds required for research and development and the subsequent marketing of products, the pharmaceutical industry is very capital intensive. The industry is characterized by large and slow receivable turnovers, which signifies that we will need more        working capital as our revenues increase. We have traditionally been committed to biomedical R&D, and are now developing traditional chemical medicines within specific market segments such as those of anti-flu and anti-infection. It is likely that we will need to raise additional capital within the next twelve months. Additional capital may be needed for        the development of new products or product lines, financing of general and administrative expenses, licensing or acquisition of additional technologies, and marketing of new or existing products. There are no assurances that we will be able to raise the appropriate amount of capital needed for our future operations. Failure to obtain funding when needed may force us to        delay, reduce, or eliminate our product development programs and have a material adverse effect on our profitability.

**A****DVERSE ECONOMIC CONDITIONS MAY HARM OUR BUSINESS**

In 2008, general worldwide economic conditions declined due to sequential effects of the sub prime lending crisis, general credit market crisis, collateral effects on the finance and banking industries, concerns about inflation, slower economic activity, decreased consumer confidence, reduced corporate profits and capital spending, adverse        business conditions and liquidity concerns. This global economic downturn poses a risk as consumers and businesses may postpone spending, or seek new ways to eliminate spending, in response to these uncertain and challenging economic conditions. In addition, there could be a number of follow-on effects including foreign currency exchange rate fluctuations, insolvency of key suppliers and customer insolvencies. We cannot predict the timing or duration of any economic slowdown or        recession or the timing or strength of a subsequent recovery, worldwide, or in the specific markets we serve. If the markets for our products significantly deteriorate due to these economic effects, our business, financial condition and results of operations may be materially and adversely affected.

**WE RELY ON A FEW SUPPLIERS AND ANY DISRUPTION WITH OUR SUPPLIERS COULD DELAY PRODUCT SHIPMENTS AND MATERIALLY ADVERSELY AFFECT OUR BUSINESS OPERATIONS AND PROFITABILITY**

We have developed relationships with a single or limited number of suppliers for materials that are otherwise generally available. Purchases from our three largest suppliers, Hainan Xinxin Biotechnology Co., Ltd., Anhui Fuyang Xinte Pharmaceutical Company and Sichuan Chengxin Pharmaceutical Company        as of December 31, 2008, accounted for approximately 27.15%, 25.84% and 19.48% respectively of the total purchases of Helpson. Although we believe that alternative suppliers are available to supply materials, should either of these suppliers terminate their business arrangements with us or increase their prices of materials supplied, it could delay product shipments and materially adversely affect        our business operations and profitability.

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**IF ALL OR A SIGNIFICANT PORTION OF OUR TRADE RECIEVABLES ARE NOT COLLECTED OR COLLECTION IS DELAYED, OUR NET INCOME WILL DECREASE AND OUR PROFITABILITY WILL BE MATERIALLY ADVERSELY AFFECTED**

Our Company had trade receivables, net of allowance for doubtful accounts, of approximately $18,572,976 ($2,440,852 for doubtful accounts) and $36,008,095 ($4,474,175 for doubtful accounts) as of December 31, 2007 and 2008, respectively.

It is usual commercial practice that certain customers may repay their debts beyond credit periods granted or may repay slowly when transaction volume increases. There is no assurance that our trade receivables will be fully repaid on a timely basis. The percentage of a trade receivable that is deemed doubtful is as follows: 100% after 720 days;        50% after 360 days; and 7.5% up to 360 days.

If all or a significant portion of our customers with trade receivables fail to pay all or part of the trade receivables or delay the payment due to us for whatever reason, our net profit will decrease and our profitability will be materially adversely affected.

**WE MAY UNDERTAKE ACQUISITIONS IN THE FUTURE, AND ANY DIFFICULTIES IN INTEGRATING THESE ACQUISITIONS MAY DAMAGE OUR PROFITABILITY**

In the future, we may acquire additional businesses or products that complement our existing business and expand our business scale. The integration of new businesses and products may prove to be an expensive and time consuming procedure. We can offer no        assurance that we will be able to successfully integrate the newly acquired businesses and products or operate the acquired business in a profitable manner. Failure to locate an appropriate acquisition target or failure to successfully integrate and operate acquired businesses and products may materially adversely impact our operations and profits.

**THE FAILURE TO MANAGE GROWTH EFFECTIVELY COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION, AND RESULTS OF OUR OPERATIONS**

The rapid market growth of our pharmaceutical products may require our Company to expand our employee base for managerial, operational, financial, and other purposes. As of December 31, 2008, we had 196 regular employees. The continued future growth will        impose significant responsibilities upon the members of management to identify, recruit, maintain, integrate, and motivate new employees. Aside from increased difficulties in the management of human resources, we may also encounter working capital issues, as we need increased liquidity to finance the purchases of raw materials and supplies, research and development of new        products, acquisition of new businesses and technologies, and the hiring of additional employees. For effective growth management, we will be required to continue improving our operations, management, and financial systems and control. Our failure to manage growth effectively may lead to operational and financial inefficiencies that will have a negative effect on the Company’s        profitability.

**WE ARE DEPENDENT ON CERTAIN KEY PERSONNEL AND LOSS OF THESE KEY PERSONNEL COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FIANANCIAL CONDITION AND RESULTS OF OPERATIONS**

Our Company’s success is, to a certain extent, attributable to the management, sales and marketing, and pharmaceutical factory operational expertise of key personnel. Zhilin Li, Heqi Cai, and Yao Huang perform key functions in the operation of our        Company. Ms. Li entered into an Employment Agreement with Helpson, which provides that she shall act as its CEO. The term of her Employment Agreement is from July 1, 2005, to June 30, 2010. Mr. Cai entered into an Employment Agreement with Helpson to act as its Director of Development Department for a term from July 1, 2005, to June 30, 2010. Ms. Huang entered into an        Employment Agreement with

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Helpson to act as its Head of Pharmaceutical Plant for a term from July 1, 2005, to June 30, 2010. There can be no assurance that we will be able to retain these officers after the term of their employment or after their contracts expire. The loss of        officers could have a material adverse effect upon our business, financial condition, and results of operations. We must attract, recruit and retain a sizeable workforce of technically competent employees. Our ability to effectively implement our business strategy will depend upon, among other factors, the successful recruitment and retention of additional highly skilled,        experienced management and other key personnel. We cannot assure that we will be able to hire or retain such employees.

**IF WE FAIL TO DEVELOP NEW PRODUCTS WITH HIGH PROFIT MARGINS AND OUR HIGH PROFIT MARGIN PRODUCTS ARE REPLACED BY COMPETITOR’S PRODUCTS, THEN OUR GROSS AND NET PROFIT MARGINS WILL BE ADVERSELY AFFECTED**

In the years ended December 31, 2007 and 2008, our gross profit margin was 46.91% and 49.62% respectively. The gross profit increased approximately $9.72 million or 62.46% from 2007 to 2008. However, there is no assurance that we will be able to sustain such profit margins in the future. The        pharmaceutical market in the PRC is very competitive, and there may be pressure to reduce sale prices of products without a corresponding decrease in the price of raw materials. To the extent that we fail to develop new products with high profit margins and our high profit margin products are substituted by competitors’ products, gross profit margins will be adversely        affected.

**WE FACE COMPETITION IN THE PHARMACEUTICAL MARKET IN THE PRC AND SUCH COMPETITION COULD CAUSE OUR SALES REVENUE AND PROFITS TO DECLINE**

According to the State Food and Drug Administration of China (the “SFDA”), there were approximately 5,071 pharmaceutical manufacturing companies in the PRC as of the end of June 2004, of which approximately 3,237 manufacturers obtained certificates of        Good Manufacturing Practices Certification (“GMP certification”). After GMP certification became a mandatory requirement on July 1, 2004, approximately 1,834 pharmaceutical manufacturers were forced to cease production. Only the 3,237 pharmaceutical manufacturers with GMP certifications may continue their manufacturing operations. As of the end of 2006, there        are 4682 enterprises manufacturing medicines and formulation in China. The certificates, permits, and licenses required for pharmaceutical operation in the PRC create a potentially significant barrier for new competitors seeking entrance into the market. Despite these obstacles, we face competitors that will attempt to create, or are already marketing, products in the PRC that are similar to        ours. There can be no assurance that our products will be either more effective in their therapeutic abilities and/or be able to compete in price with that of our competitors. Failure to do either of these may result in decreased profits for our Company. 

**OUR SUCCESS IS HIGHLY DEPENDENT ON CONTINUALLY DEVELOPING NEW AND ADVANCED PRODUCTS, TECHNOLOGIES, AND PROCESSES AND FAILURE TO DO SO MAY CAUSE US TO LOSE OUR COMPETITIVENESS IN THE PHARMACEUTICAL INDUSTRY AND MAY CAUSE OUR PROFITS TO DECLINE**

To remain competitive in the pharmaceutical industry, it is important to continually develop new and advanced products, technologies and processes. There is no assurance that our competitors’ new products, technologies and processes will not render        our Company’s existing products obsolete or non-competitive. Our Company’s competitiveness in the pharmaceutical market therefore relies upon our ability to enhance our current products, introduce new products, and develop and implement new technologies and processes. Our Company’s failure to technologically evolve and/or develop new or enhanced products        may cause us to lose our competitiveness in the pharmaceutical industry and may cause our profits to decline. 

**THE COMMERCIAL SUCCESS OF OUR PRODUCTS DEPENDS UPON THE DEGREE OF MARKET ACCEPTANCE AMONG THE MEDICAL COMMUNITY AND FAILURE TO ATTAIN MARKET ACCEPTANCE AMONG THE MEDICAL COMMUNICTY MAY HAVE AN ADVERSE IMPACT ON OUR OPERATIONS AND PROFITABILITY**

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The commercial success of our products depends upon the degree of market acceptance among the medical community. Even if our products are approved by the SFDA, there is no assurance that physicians will prescribe or recommend our products to        patients. Furthermore, a product’s prevalence and use at hospitals may be contingent upon our relationship with the medical community. The acceptance of our products among the medical community may depend upon several factors including, but not limited to, the product’s acceptance by physicians and patients as a safe and effective treatment, cost effectiveness, potential advantages        over alternative treatments, and the prevalence and severity of side effects. Failure to attain market acceptance among the medical community may have an adverse impact on our operations and profitability.

**THE DISCONTINUATION OF ANY PREFERENTIAL TAX TREATMENTS OR OTHER INCENTIVES CURRENTLY AVAILABLE TO US IN THE PRC COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS.**

Pursuant to the original Income Tax Law of the PRC for Enterprises with Foreign Investment and Foreign Enterprises and its implementation rules, a foreign invested enterprise as defined under PRC laws shall pay 30% corporate income tax and 3% local income tax; an enterprise with foreign investment of a production nature scheduled to operate for        a period of not less than ten years shall, from the year of making profits, be exempt from enterprise income tax in the first and second years and allowed a fifty percent reduction in the third to fifth years. Pursuant to the State Council’s Regulations on Encouraging Investment in and Development of Hainan Island promulgated in May, 1988, the corporate income tax for all companies incorporated in Hainan Province is reduced to 15%. Pursuant to the        Regulations on Foreign Investment in Hainan Special Economic Zone promulgated by Hainan Province in March, 1991 (the “Regulation on Foreign Investment”), all foreign invested enterprises incorporated in Hainan Province are exempt from the local income tax.

Helpson has obtained the approval for preferential enterprise income tax treatment from Hainan State Administration of Taxation at the end of 2006 and has begun to enjoy the preferential tax treatment. Therefore, Helpson shall be exempt from enterprise income tax in the first and second years after it begins to make        profit, and shall pay enterprise income tax at the rate of 7.5% from the third to the fifth year after it begins to make profit. 

However, on March 16, 2007, China’s national congress approved the Enterprise Income Tax Law of the PRC (“New Income Tax Law”), which takes effect from January 1, 2008. The New Income Tax Law unifies the enterprise income tax rate, cost deduction and tax incentive policies for both domestic and foreign invested enterprises.        Under the New Income Tax Law, enterprises that were established and already enjoyed preferential tax rates or tax holidays before March 16, 2007 will (i) in case of preferential tax rates, gradually increase to 25% rate for a period of 5 years, (ii) in case of tax holidays continue to enjoy them until the expiration of such term.                 Therefore, Helpson will continue to enjoy preferential tax treatment until the expiration of the preferential term. There can be no assurance that Helpson will continue to be entitled to any preferential tax treatment or tax holidays after the transition period expires. The discontinuation of any such special or preferential tax treatment or other incentives could have an adverse affect our business, financial condition and results of operations.

**WE MAY BE SUBJECT TO THE PRC’S PRICE CONTROL OF DRUGS WHICH MAY LIMIT OUR PROFITABILITY AND EVEN CAUSE US TO STOP MANUFACTURING CERTAIN PRODUCTS**

The State Development and Reform Commission (“SDRC”) of the PRC and the price administration bureaus of the relevant provinces of the PRC in which the pharmaceutical products are manufactured are responsible for the retail price control over        our pharmaceutical products. The SDRC sets the price ceilings for certain pharmaceutical products in the PRC. Although our products have not been subject to such price controls as of the date of this Form 10-K, there is no assurance that our products will remain unaffected by it. Where our products are subject to a price ceiling, we will need to adjust the product price to meet        the requirement and to accommodate for the pricing of competitors in the competition for market shares. The price ceilings set by the SDRC may limit our profitability, and in some instances, such as where the price ceiling is below production costs, may cause us to stop manufacturing certain products which may adversely affect our results of operations.

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**OUR CERTIFICATES, PERMITS, AND LICENSES ARE SUBJECT TO GOVERNMENTAL CONTROL AND RENEWAL, AND THE FAILURE TO OBTAIN RENEWAL WOULD CAUSE ALL OR PART OF OUR OPERATIONS TO BE SUSPENDED AND HAVE A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL CONDITION**

Our Company is subject to various PRC laws and regulations pertaining to the pharmaceutical industry. Our Company has attained certain certificates, permits, and licenses required for the operation of a pharmaceutical enterprise and the manufacturing of        pharmaceutical products in the PRC. We obtained the Medicine Production Permit in December 2005, which is valid through December 31, 2010. We also possess six GMP certificates which are effective through December 2, 2009, February 2, 2010, May 19, 2010, April 17, 2011, May 7, 2013 and August 10, 2013 respectively. The pharmaceutical production permits and GMP certificates are each valid for a        term of five years and must be renewed before their expiration. During the renewal process, we will be re-evaluated by the appropriate governmental authorities and must comply with the prevailing standards and regulations, which may change from time to time. In the event that we are not able to renew the certificates, permits and licenses, all or part of our operations may        be suspended by the government, which would have a material adverse effect on our financial condition. Furthermore, if escalating compliance costs associated with governmental standards and regulations restrict or prohibit any part of our operations, it may adversely affect our results of operations and profitability.

**IF OUR PRODUCTS FAIL TO RECEIVE REGULATORY APPROVAL OR ARE SEVERELY LIMITED IN THE PRODUCTS SCOPE OF USE, THEN WE MAY BE UNABLE TO RECOUP CONSIDERABLE RESEARCH AND DEVELOPMENT EXPENDITURES ALREADY INCURRED**

Our products that are approved to be manufactured as of December 31, 2008 include 18 medicines. There are 9 products in the stage of research and development as of December 31, 2008. The production of our pharmaceutical products is subject to the        regulatory approval of the SFDA. The regulatory approval procedure for pharmaceuticals can be quite lengthy, costly, and uncertain. Depending upon the discretion of the SFDA, the approval process may be significantly delayed by additional clinical testing and require the expenditure of currently unavailable resources; in such an event, it may be necessary for us to abandon our application. Even        where approval of the product is granted, it may contain significant limitations in the form of narrow indications, warnings, precautions, or contra-indications with respect to conditions of use. If approval of our product is denied, abandoned, or severely limited in terms of the scope of products use, it may result in the inability to recoup considerable research and        development expenditures already incurred.

**OUR RESEARCH AND DEVELOPMENT MAY BE COSTLY AND/OR UNTIMELY, AND THERE ARE NO ASSURANCES THAT OUR RESEARCH AND DEVELOPMENT WILL EITHER BE SUCCESSFUL OR COMPLETED WITHIN THE ANTICIPATED TIMEFRAME, IF EVER AT ALL**

The research and development of our new and existing products and their subsequent commercialization plays an important role in our success. As of December 31, 2008, there are 9 products under research and development. The research and development of new products is costly and        time consuming, and there are no assurances that our research and development of new products will either be successful or completed within the anticipated time frame, if ever at all. There are also no assurances that if the product is developed, that it will lead to successful commercialization. 

**WE CANNOT GUARANTEE THE PROTECTION OF OUR INTELLECTUAL PROPERTY RIGHTS, AND IF INFRINGEMENT OR COUNTERFEITING OF OUR INTELLECTUAL PROPERTY RIGHTS OCCURS, THEN OUR REPUTATION AND BUSINESS MAY BE ADVERSELY AFFECTED**

To protect the brand names of our products, we have registered and applied for registration of our trademarks in the PRC, where we have a major business presence.

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All of our products are sold under these trademarks. As of the date of this Form 10-K, we have not experienced any infringements of such trademarks for sales of pharmaceutical products, and as of the date of this Form 10-K, we were not aware of any infringement of our intellectual property rights. However, there is no assurance that there will not be any infringement of our        brand name or other registered trademarks or counterfeiting of our products in the future. Should any such infringement or counterfeiting occur, our reputation and business may be adversely affected. We may also incur significant expenses and substantial amounts of time and effort to protect our intellectual property rights in the future. Such diversion of our resources may        adversely affect our existing business and future expansion plans.

**OUR REPUTATION AND BUSINESS MAY BE ADVERSELY AFFECTED AS A RESULT OF PRODUCT LIABILITY OR DEFECTIVE PRODUCTS**

We may produce products which inadvertently have an adverse pharmaceutical effect on the health of individuals despite proper testing. Existing PRC laws and regulations do not require us to maintain third party liability insurance to cover product        liability claims. However, if a product liability claim is brought against us, it may, regardless of merit or eventual outcome, result in damage to our reputation, breach of contract with our customers, decreased demand for our products, costly litigation, product recalls, loss of revenue, and the inability to commercialize some products. We are currently not aware of any existing        or anticipated product liability claims with respect to our products.

**WE RELY ON THE COOPERATION WITH CERTAIN RESEARCH LABORATORIES,****PHARMACEUTICAL INSITITUIONS, AND UNIVERSITIES, AND IF THESE INSTITUTIONS CEASE TO COOPERATE WITH US AND WE CANNOT FIND OTHER SUITABLE SUBSTITUTE RESEARCH AND DEVELOPMENT PARTNERS,        THEN OUR ABILITY TO DEVELOP NEW PRODUCTS MAY BE HINDERED AND OUR BUSINESS MAY BE ADVERSELY AFFECTED**

Helpson cooperates with several research institutions including China Pharmaceutical University, Institute of Basic Medical Sciences of the Academy of Military Medical Science, the Chongqing Pharmaceutical Research Institute and Sichuan University. Helpson relies to a certain        extent on these institutions for its development of new products. There is no assurance that these institutions will continue cooperating with Helpson to develop new products. In the event that these institutions cease to cooperate with Helpson and Helpson cannot find other suitable substitute research and development partners, our ability to develop new products may be        hindered and our business may be adversely affected.

****

**RISKS RELATED TO DOING BUSINESS IN CHINA**

Helpson operates from facilities that are located in China. Accordingly, its operations must conform to governmental regulations and rules of the PRC.

**THE PRC LEGAL SYSTEM HAS INHERENT UNCERTAINTIES THAT COULD LIMIT THE LEGAL PROTECTIONS AVAILABLE TO US**

The PRC legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases have little precedential value. In the late 1970s, the PRC government began to promulgate a comprehensive system        of laws and regulations governing commercial matters. The overall effect of legislation enacted over the past 20 years has significantly enhanced the protections afforded to foreign-invested enterprises in China. However, these laws, regulations, and legal requirements are relatively recent and are evolving rapidly, and their interpretation and enforcement involve        uncertainties. These uncertainties could limit the legal protections available to foreign investors.

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The practical effect of the PRC legal system on our business operations in China can be viewed from two separate but intertwined considerations. First, as a matter of substantive law, the Foreign Invested Enterprise laws provide significant protection from government interference. In addition, these laws guarantee the full benefit of corporate articles and contracts to        Foreign Invested Enterprise participants. These laws, however, do impose standards concerning corporate formation and governance, which are not qualitatively different from the corporation laws found in the United States. Similarly, PRC accounting laws mandate accounting practices which may not be consistent with the U.S. Generally Accepted Accounting Principles. PRC        accounting laws require that an annual “statutory audit” be performed in accordance with PRC accounting standards and that the account books of a foreign invested e nterprise be maintained in accordance with PRC accounting laws. Article 14 of the PRC Wholly Foreign-Owned Enterprise Law requires a wholly foreign- owned enterprise to submit certain periodic fiscal reports and statements        to designated financial and tax authorities. If a foreign-invested enterprise refuses to keep account books in China, the financial and tax authorities may impose a fine on it, and the industry and commerce administration authority may order it to suspend operations or may revoke its business license.

Second, while the enforcement of substantive rights may be less clear than United States procedures, foreign invested e nterprises and wholly foreign- owned enterprises are PRC registered companies which enjoy the same status as other PRC registered        companies in business-to-business dispute resolutions. The PRC legal infrastructure, however, is significantly different in operation from its United States counterpart, and may present a significant impediment to the operation of a foreign invested e nterprise.

**PRC ECONOMIC REFORM POLICIES OR NATIONALIZATION COULD RESULT IN A TOTAL INVESTMENT LOSS IN OUR COMMON STOCK**

Since 1979, the PRC government has reformed its economic policies. Because many reforms are unprecedented or experimental, they are expected to be refined and improved. Other political, economic and social factors, such as political changes, changes in        the economic growth rates, unemployment or inflation, or in the disparities in per capita wealth between regions within China, could lead to further readjustment of the reform measures. This refining and readjustment process may negatively affect our operations.         Although the PRC government owns the majority of productive assets in China, in the past several years the government has implemented economic reform measures that emphasize decentralization and encourage private economic activity. Because these economic reform measures may be inconsistent or ineffectual, there are no assurances that:

| - |   |   | We will be able to capitalize on economic reforms;                                   |   |   |
|---|--------|--------|--------------------------------------------------------------------------------------|--------|--------|
| - |   |   | The Chinese government will continue its pursuit of economic reform policies;        |   |   |
| - |   |   | The economic policies, even if pursued, will be successful;                          |   |   |
| - |   |   | Economic policies will not be significantly altered from time to time; or            |   |   |
| - |   |   | Business operations in China will not become subject to the risk of nationalization. |   |   |

Over the last few years, China’s economy has registered high growth rates. Recently, there have been indications that rates of inflation have increased. In response, the Chinese government recently has taken measures to curb this excessively expansive economy.        These measures have included restrictions on the availability of domestic credit, reducing the purchasing capability of some of its customers, and limited recentralization of the approval process for purchases of certain foreign products. These austere measures alone may not succeed in slowing down the economy’s excessive expansion or control inflation, and may result        in severe dislocations in the Chinese economy. The PRC government may adopt additional measures to further combat inflation, including the establishment of freezes or restraints on certain projects or markets. These measures may adversely affect our operations.         There can be no assurance that the reforms to China’s economic system will continue or that we will not be adversely affected by changes in China’s political, economic, and social conditions and by changes in policies of the PRC government, such as changes in laws and regulations, measures which may be introduced to control inflation, changes in the rate or        method of taxation, imposition of additional restrictions on currency conversion and remittance abroad, and reduction in tariff protection and other import restrictions.

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**YOU MAY EXPERIENCE DIFFICULTIES IN EFFECTING SERVICE OF LEGAL PROCESS, ENFORCING FOREIGN JUDGMENTS OR BRINGING ORIGINAL ACTIONS IN THE PRC BASED ON U.S. OR OTHER FOREIGN LAWS AGAINST THE COMPANY OR OUR MANAGEMENT**

Helpson, our operating company, is incorporated under the laws of the PRC, and substantially all of our assets are located in the PRC. In addition, many of our directors, managers, and executive officers reside within the PRC, and substantially all of the assets of these        persons are located within the PRC. As a result, it may not be possible to effect service of process within the United States or elsewhere outside the PRC upon certain of our directors, supervisors or executive officers, including with respect to matters arising under U.S. federal securities laws or applicable state securities laws. Moreover, the PRC does        not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States, the United Kingdom, Japan or many other countries. As a result, recognition and enforcement in the PRC of judgments of a court in the United States and any of the other jurisdictions mentioned above in relation to any matter may be difficult or        impossible. Furthermore, an original action may be brought in the PRC against us, our directors, managers, or executive officers only if the actions are not required to be arbitrated by PRC law and Helpson’s articles of association, and only if the facts alleged in the complaint give rise to a cause of action under PRC law. In connection with any such original action,        a PRC court may impose civil liability, including monetary damages. 

**BECAUSE WE RECEIVE SUBSTANTIALLY ALL OF OUR REVENUE IN RENMINBI, WHICH CURRENTLY IS NOT A FREELY CONVERTIBLE CURRENCY, AND THE PRC GOVERNMENT CONTROLS THE CURRENCY CONVERSION AND THE FLUCTUATION OF THE RENMINBI, WE ARE SUBJECT TO CHANGES IN THE        PRCS’ POLITICAL AND****ECONOMIC****DECISIONS**

We receive substantially all of our revenues in Renminbi, which currently is not a freely convertible currency. The PRC government may, at its discretion, restrict access in the future to foreign currencies for current account transactions. Any future        restrictions on currency exchanges may limit our ability to use revenue generated in Renminbi to fund any future business activities outside China or to make dividend or other payments in U.S. dollars. Although the Chinese government introduced regulations in 1996 to allow greater convertibility of the Renminbi for current account transactions, significant restrictions still remain, including primarily the restriction that foreign-invested enterprises may only buy, sell or remit foreign        currencies, after providing valid commercial documents, at those banks authorized to conduct foreign exchange business. In addition, conversion of Renminbi for capital account items, including direct investment and loans, is subject to governmental approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items. We cannot be certain that the Chinese regulatory authorities will not impose more stringent restrictions on the        convertibility of the Renminbi, especially with respect to foreign exchange transactions.

**T****HE****VALUE****OF OUR SECURITIES WILL BE AFFECTED BY****THE****FOREIGN EXCHANGE RATE BETWEEN U.S. DOLLARS AND RMB **

The value of our common stock will be affected by the foreign exchange rate between U.S. dollars and Renminbi. For example, to the extent that we need to convert U.S. dollars into Renminbi for our operational needs and should the Renminbi appreciate against the U.S. dollar at that time, our financial position and the price of our common stock        may be adversely affected. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of declaring dividends on our common stock or for other business purposes and the U.S. dollar appreciates against the Renminbi, the U.S. dollar equivalent of our earnings from our subsidiary in China would be reduced. 

**THE GROWTH OF THE CHINESE ECONOMY HAS BEEN UNEVEN ACROSS GEOGRAPHIC REGIONS AND ECONOMIC SECTORS, AND A DOWNTURN IN CERTAIN REGIONS IN WHICH WE DO BUSINESS OR IN OUR ECONOMIC SECTOR WOULD SLOW DOWN OUR GROWTH AND PROFITABILITY**

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The growth of the Chinese economy has been uneven across geographic regions and economic sectors. There can be no assurance that growth of the Chinese economy will be steady or that any downturn will not have a negative effect on our business. Our profitability may decrease due        to a downturn in the Chinese economy. More specifically, the expansion of our sales area in the less economically developed central and western provinces of China will depend on those provinces achieving certain income levels. 

**ANY OCCURRENCE OF SERIOUS INFECTIOUS DISEASES, SUCH AS RECURRENCE OF SEVERE ACUTE RESPIRATORY SYNDROME (SARS) CAUSING WIDESPREAD PUBLIC HEALTH PROBLEMS, COULD ADVERSELY AFFECT OUR BUSINESS AND RESULTS OF OPERATIONS**

A renewed outbreak of SARS or other widespread public health problems in China, where all of our revenue is derived, and in Hainan, where our operations are headquartered, could have a negative effect on our operations. Our operations may be impacted by a        number of public health-related factors, including the following:

| • |   |   | quarantines or closures of our factories or subsidiaries which would severely disrupt its operations; |   |   |
|--------|--------|--------|-------------------------------------------------------------------------------------------------------|--------|--------|
| • |   |   | the sickness or death of key officers and employees; and                                              |   |   |
| • |   |   | general slowdown in the Chinese economy.                                                              |   |   |

Any of the foregoing events or other unforeseen consequences of public health problems could adversely affect our business and results of operations.

**WE ARE SUBJECT TO THE ENVIRONMENTAL PROTECTION LAWS OF THE PRC**

Our manufacturing process may produce by-products such as effluent, gases and noise, which are harmful to the environment. We are subject to multiple laws governing environmental protection, such as “The Law on Environmental Protection in the        PRC” and “The Law on Prevention of Effluent Pollution in the PRC,” as well as standards set by the relevant governmental bodies determining the classification of different wastes and proper disposal. We have properly attained a waste disposal permit for our manufacturing facility, which details the types and concentration of effluents and gases allowed for disposal.        The temporary waste disposal permit will expire on September 28, 2009. We are responsible for the renewal of the waste disposal permit. There is no assurance that we will obtain the renewal of the waste disposal permit when the current permit expires.         China is experiencing substantial problems with environmental pollution. Accordingly, it is likely that the national, provincial and local governmental agencies will adopt stricter pollution controls. There can be no assurance that future changes in environmental laws and regulations will not impose costly compliance requirements on us or otherwise subject us to future        liabilities. Our business’s profitability may be adversely affected if additional or modified environmental control regulations are imposed upon us. 

**RECENT PRC REGULATIONS RELATING TO ACQUISITIONS OF PRC COMPANIES BY FOREIGN ENTITIES MAY LIMIT OUR ABILITY TO ACQUIRE PRC COMPANIES AND ADVERSELY AFFECT THE IMPLEMENTATION OF OUR STRATEGY AS WELL AS OUR BUSINESS AND PROSPECTS**

The PRC State Administration of Foreign Exchange or SAFE issued a pubic notice in October 2005 (“Decree No. 75”), requiring PRC residents and PRC corporate entities to register with and obtain approvals from competent local SAFE branch in connection with their direct or indirect offshore investment        activities.

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Decree No. 75 requires registration by March 31, 2006 of direct or indirect investments previously made by PRC residents in offshore companies prior to the implementation of Decree No. 75 on November 1, 2005. If a PRC shareholder with a direct or indirect stake in an offshore parent company fails to make the required SAFE registration, the PRC        subsidiaries of such offshore parent company may be prohibited from making distributions of profit to the offshore parent and from paying the offshore parent proceeds from any reduction in capital, share transfer or liquidation in respect of the PRC subsidiaries. Furthermore, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for foreign exchange evasion.

In addition, SAFE issued updated internal implementing rules (“Implementing Rules”) in relation to Decree No. 75. The Implementing Rules were promulgated and became effective on May 29, 2007. Such Implementing Rules provide more detailed provisions and requirements regarding the overseas investment foreign        exchange registration procedures. For an offshore special purpose company which was established and owned the onshore assets or equity interests before the implementation date of the Decree No. 75, a retroactive SAFE registration requirement is repeated.

Due to the lack of official interpretation, some of the terms and provisions of the Decree No. 75 and the Implementing Rules remain unclear, and the implementation of the Decree No. 75 by central SAFE and local SAFE branches has been inconsistent since its adoption. Therefore, we cannot predict how Decree No. 75 will affect our business        operations or future strategies. For example, our present and prospective PRC subsidiaries’ ability to conduct foreign exchange activities, such as the remittance of dividends and foreign currency-denominated borrowings, may be subject to compliance with the Decree No. 75 by our PRC resident shareholders. In addition, such PRC residents may not always be able to complete registration procedures required by the Decree No. 75. We also have little control over either our present or        prospective direct or indirect shareholders or the outcome of such registration procedures. A failure by our PRC resident shareholders or future PRC resident shareholders to comply with the Decree No. 75, if SAFE requires it, could subject us to fines or legal sanctions, restrict our overseas or cross-border investment activities, limit our subsidiary’s ability to make distributions or pay dividends or affect our ownership structure, which could adversely affect our business and        prospects.

On August 8, 2006, six PRC regulatory agencies, including the Chinese Securities Regulatory Commission, or CSRC, promulgated a regulation (the “M&A Regulation”) which became effective on September 8, 2006. This regulation, among other things, has some provisions that purport to require that an offshore special purpose vehicle, or        SPV, formed for listing purposes and controlled directly or indirectly by PRC companies or individuals shall obtain the approval of the CSRC prior to the listing and trading of such SPV’s securities on an overseas stock exchange.

There are, however, substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations, including the New M&A Rule. Accordingly, the Company cannot assure you that PRC government authorities will not ultimately take a view contrary to the Company’s understanding        that it does not need the CSRC approval, and PRC government authorities may impose some additional approvals and requirements. Therefore, we cannot predict how the M&A Regulation will affect our business operations or future strategy. If the CSRC requires that we obtain its approval, we may be unable to obtain a waiver of the CSRC approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding this CSRC        approval requirement could have a material adverse effect on the trading price of our common stocks.

**RISKS RELATED TO OUR COMMON STOCK**

**THE MARKET PRICE FOR OUR COMMON STOCK MAY BE VOLATILE WHICH COULD RESULT IN A COMPLETE LOSS OF YOUR INVESTMENT**

The market price for our common stock is likely to be highly volatile and subject to wide fluctuations in response to factors including the following:

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> o  actual or anticipated fluctuations in our quarterly operating results,  o  announcements of new products by us or our competitors,  o  changes in financial estimates by securities analysts,  o  conditions in the pharmaceutical market,  o  changes in the economic performance or market valuations of other companies involved in pharmaceutical production,  o  announcements by our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments,  o  additions or departures of key personnel, or  o  potential litigation.  

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect        the market price of our common stock.

**WE MAY ISSUE ADDITIONAL SHARES OF OUR CAPITAL STOCK TO RAISE ADDITIONAL CASH FOR WORKING CAPITAL; IF WE ISSUE ADDITIONAL SHARES OF OUR CAPITAL STOCK, OUR STOCKHOLDERS WILL EXPERIENCE DILUTION IN THEIR RESPECTIVE PERCENTAGE OWNERSHIP IN US THE        COMPANY**

We may issue additional shares of our capital stock to raise additional cash for working capital. There is no anti-dilution protection or preemptive rights in connection with our common stock. Thus, the percentage ownership of existing holders of common stock may be diluted in their respective        percentage ownership in us if we issue additional shares of our capital stock.

**A LARGE PORTION OF OUR COMMON STOCK IS CONTROLLED BY A SMALL NUMBER OF STOCKHOLDERS AND AS A RESULT, THESE STOCKHOLDERS ARE ABLE TO INFLUENCE AND ULTIMATELY CONTROL THE OUTCOME OF STOCKHOLDER VOTES ON VARIOUS MATTERS**

A large portion of our common stock is held by a small number of stockholders. For instance, Heung Mei Tsui holds 25.57% and Zhilin Li holds 23.65% of the Company’s common stock, respectively, as of the date of this Form 10-K. As a result, these two stockholders are able        to influence and ultimately control the outcome of stockholder votes on various matters, including the election of directors and other corporate transactions including business combinations. In addition, the occurrence of sales of a large number of shares of our common stock, or the perception that these sales could occur, may affect our stock price and could impair our        ability to obtain capital through an offering of equity securities. Furthermore, the current ratios of ownership of our common stock reduce the public float and liquidity of our common stock which can in turn affect the market price of our common stock. 

**THERE IS CURRENTLY A LIMITED TRADING MARKET FOR OUR COMMON STOCK WHICH MAY MAKE IT DIFFICULT TO SELL SHARES OF OUR COMMON STOCK**

Our common stock is currently traded in the over-the-counter market through the Over-the-Counter Bulletin Board (OTC Bulletin Board). The quotation of our shares on the OTC Bulletin Board may result in a less liquid market available for our existing and potential stockholders to trade shares of our        common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our ability to raise capital in the future. While there is an active trading market for our common stock, it is small. Further, there can be no assurance that an active trading market will be maintained. We cannot assure you that our common stock will ever be included for trading on any stock exchange or        through any other quotation system (including, without limitation, the NASDAQ Stock Market).

**WE ARE LIKELY TO REMAIN SUBJECT TO “PENNY STOCK” REGULATIONS AND AS A CONSEQUENCE THERE ARE ADDITIONAL SALES PRACTICE REQUIREMENTS AND ADDITIONAL WARNINGS ISSUED BY THE SEC**

As long as the trading price of our common stock is below $5.00 per share, the open-market trading of our common stock will be subject to the “penny stock” rules of the SEC. The “penny stock” rules impose additional sales practice requirements        on broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). For

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transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of securities and have received the purchaser’s written consent to the transaction before the purchase. Additionally, for any transaction involving a        penny stock, unless exempt, the broker-dealer must deliver, before the transaction, a disclosure schedule prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent        disclosing recent price information on the limited market in penny stocks. These additional burdens imposed on broker-dealers may restrict the ability of broker-dealers to sell the common stock and may affect a stockholder’s ability to resell the common stock.         There can be no assurance that our common stock will qualify for exemption from the “penny stock” rules. In any event, even if our common stock is exempt from such rules, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of a “penny stock” if the SEC finds that such a restriction would be in the public interest.         Stockholders should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of        purchases and sales and false and misleading press releases; (iii) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after        prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market.

**WE ARE RESPONSIBLE FOR THE INDEMNIFICATION OF OUR OFFICERS AND DIRECTORS UNDER CERTAIN CIRCUMSTANCES WHICH COULD RESULT IN SUBSTANTIAL EXPENDITURES, WHICH WE MAY BE UNABLE TO RECOUP**

Our bylaws provide for the indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their        association with or activities on behalf of us. This indemnification policy could result in substantial expenditures, which we may be unable to recoup.

**COMPLIANCE WITH THE SARBANES-OXLEY ACT COULD COST HUNDREDS OF THOUSANDS OF DOLLARS, REQUIRE ADDITIONAL PERSONNEL AND REQUIRE HUNDREDS OF MAN HOURS OF EFFORT, AND THERE CAN BE NO ASSURANCE THAT WE WILL HAVE THE PERSONNEL, FINANCIAL RESOURCES OR        EXPERTISE TO COMPLY WITH THESE REGULATIONS**

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report of management on theCompany’s internal controls over financial reporting in their annual reports.We are subject to this requirement commencing with our fiscal year ending December 31, 2007 and a report of our management is included under Item 8A of this Annual Report onForm 10-K.Our management has identifiedsignificantdeficienciesin our internal control over financial reportingas of December 31, 2008. Our management concluded that none of the internal control deficiencies is identified as material weaknessor has had a material effect on our financial condition or results of operations or caused our financialstatementsas of and for the year ended December 31, 2008 to contain a material misstatement.However, in the future, our        management may conclude that our internal controls over our financial reporting are not effective due to the identification of one or more material weaknesses if one or more material weaknesses are identified.We can provide no assurance that we will comply with all of the requirements imposed by Section 404 of the Sarbanes-Oxley Act.In the event we        identify material weaknesses in our internal controls, orwe cannot remediatethe existingsignificantdeficienciesin a timely manner, investors and        others may lose confidence in the reliability of our financial statements.

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**OUR HOLDING COMPANY STRUCTURE MAY LIMIT THE PAYMENT OF DIVIDENDS**

We have no direct business operations, other than our ownership of our subsidiaries. While we have no current intention of paying dividends, should we decide in the future to do so, as a holding company, our ability to pay dividends and meet other obligations depends upon the receipt of dividends or other payments from our operating        subsidiaries and other holdings and investments. In addition, our operating subsidiaries, from time to time, may be subject to restrictions on their ability to make distributions to us, including as a result of restrictive covenants in loan agreements, restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions as discussed below. PRC regulations currently permit the payment of dividends only out of accumulated profits as        determined in accordance with PRC accounting standards and regulations. Our subsidiaryin Chinaisalso required to set aside a portion ofitsafter tax profits according to PRC accounting standards and regulations to fund certain reserve funds. Currently, our subsidiaryin Chinaisthe only source of revenues or investment holdings for the payment of dividends.        Ifitdoesnot accumulate sufficient profits under PRC accounting standards and regulations to first fund certain reserve funds as required by PRC accounting standards, we will be unable to pay any dividends.

**Item 1B. Unresolved Staff Comments **

We currently have an unresolved comment letter from the Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission. The comments focused on disclosure requirements of Form 10K and Form 10Q under the Regulation S-K and have no effect on financial data.  We have amended filings when required and responded to the        letter and expect all comments to be resolved in the immediate future.

**Item 2****. Properties**

Helpson owns a factory with a construction area of 663.94 square meters located at the 6th floor of Standard Plant Building B, Jinpan Industrial Development Zone, Haikou, Hainan Province, PRC.         Helpson owns the land use rights to 22,936 square meters of land located on plot C09-2, Haikou Bonded Zone, Haikou. Helpson built a factory with a construction area of 6,593.20 square meters on this land. 

In addition, Helpson rented the offices located at 2/F, Jiahai Building owned by Hainan Zhongfu Going-abroad Personnel Service Center ("Zhongfu") as its principal executive offices. The term of the lease is 10 years, from November 21, 2000 to November        20, 2010. The rent from November 21, 2000 to November 20, 2005 is RMB3,600 per month. The rent from November 21, 2005 to November 20, 2010 may be adjusted within 5% of the original rent. Starting from July 21, 2006, the rent has been adjusted to RMB 3,780 per month.

**Item 3****.****Legal Proceedings **

We have no pending legal proceedings. From time to time, we may be involved in various claims, lawsuits and disputes with third parties, actions involving allegations of discrimination or breach of contract actions incidental to the normal operations of the business.

**Item 4****.****Submission of Matters to a Vote of Security Holders**

None.

**PART II**

**Item 5****.****Market for****Registrant****’****s****Common****Equity,****Related Stockholder Matters****and Issuer Purchases of Equity Securites**

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Our common stock is traded on the OTCBB under the symbol "CPHI.OB". The following table sets forth the price representing the range of high and low closing sale prices for our common stock as reported during the fiscal years ended December 31, 2007 and        2008.****** ******

| **Quarter Ended** |        | **High** |        | **Low** |
|-------------------|--------|----------|--------|---------|
| 2008              |   |     |   |    |
| 4th Quarter       |   | $2.05    |   | $1.10   |
| 3rd Quarter       |   | $2.29    |   | $1.42   |
| 2nd Quarter       |   | $2.83    |   | $1.84   |
| 1st Quarter       |   | $3.09    |   | $2.07   |
|              |   |     |   |    |
| 2007              |        |     |   |    |
| 4th Quarter       |   | $4.17    |   | $1.95   |
| 3rd Quarter       |   | $1.80    |   | $1.35   |
| 2nd Quarter       |   | $2.17    |   | $1.64   |
| 1st Quarter       |   | $2.28    |   | $1.60   |

As of March 12, 2009, the closing price of our common stock on the OTCBB was $1.20. As of March 12, 2009, the stockholders' list for our common stock showed 166 registered shareholders of record, which figure does not take into account those stockholders whose certificates are held in the name of broker-dealers or other nominees.

**Dividend Policy**

Since inception, we have not paid, nor declared, any dividends and we do not intend to declare any such dividends in the foreseeable future. Our ability to pay dividends is subject to limitations imposed by Delaware law and the laws of the PRC. 

**Transfer Agent**

The Transfer Agent and Registrar for our common stock is Securities Transfer Corporation, 2591 Dallas Parkway, Suite 102, Frisco, Texas 75234 and its telephone number is 469.633.0100.

**Recent Sales of Unregistered Securities**

On February 1, 2007, we completed an offering pursuant to a Subscription and Registration Rights Agreement (“Agreement”) with 17 accredited investors in connection with a private placement of 2,505,882 shares of the Company's common stock at $1.7 per share (the “2007 Private Placement”). Pursuant to the Agreement, the        investors also received three-year warrants to purchase an aggregate of 1,252,941 shares of Company's common stock at $2.38 per share. In December 2007, the Company received proceeds of $119,000 upon the exercise of warrants to purchase 50,000 shares of common stock. The remaining warrants issued in conjunction with the offering to buy 1,202,941 shares of common stock have not been exercised at December 31, 2007 or 2008.

On May 30, 2008, the Company completed an offering of units priced at $2.00 per unit consisting of one share of the Company’s common stock and a warrant to purchase one-quarter of a share of the Company’s common stock with an exercise price of $2.80 per share (“2008 Private Placement”). The Company issued an aggregate of        5,000,000 shares of common stock and issued three-year warrants to purchase an aggregate of 1,250,000 shares of Company's common stock to 17 accredited investors. In addition, the placement agent in the transaction was issued three-year warrants to purchase 300,000 shares of common stock at an exercise price of $2.98 per share.

On June 24, 2008, the Company issued to FirsTrust Group, Inc. three-year warrants to purchase 75,000 shares of the Company’s common stock at $2.80 per share and three-year warrants to purchase 75,000 shares of the Company’s common stock at $3.60 per share. The Company issued the above warrants as equity compensation under the        Consulting Agreement and the Supplementary Agreement entered into between the Company and FirsTrust China Ltd. (the wholly-owned subsidiary of FirsTrust Group, Inc.).

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        On the same date, the Company issued to Hayden Communications International, Inc. three-year warrants to purchase 25,000 shares of the Company’s common stock at $3.00 per share and three-year warrants to purchase 25,000 shares of the Company’s common stock at $3.50 per share. The Company issued the above warrants as equity compensation under the Investor Relations Consulting Agreement entered into between the Company and Hayden Communications International, Inc.

On December 24, 2008, the Company issued to Hayden Communications International, Inc. three-year warrants to purchase 8,333 shares of the Company's common stock at $3.0 per share and three-year warrants to purchase 8,333 shares of the Company's common stock at $3.5 per share. The Company issued these warrants as part of the equity compensation        under the Investor Relations Consulting Agreement, which was terminated by the Company in August 2008.

**Item 6. Selected Financial Data**

This report does not include information described under Item 301 of Regulation S-K pursuant to the rules of the Securities and Exchange Commission that permit “smaller reporting companies” to omit such information.

**Item 7****. Management****’****s Discussion and Analysis of Financial Condition and Results of Operations** 

The following should be read in conjunction with China Pharma Holdings, Inc.'s (“China Pharma” or “the Company) consolidated financial statements and related notes included elsewhere in this Current Report on Form 10-K.

This filing contains forward-looking statements. The words "anticipated", "believe", "expect", "plan", "intend", "seek", "estimate", "project", "could", "may" and similar expressions are intended to identify forward-looking statements. These statements include, among others, information regarding future operations, future capital expenditures,        and future net cash flow. Such statements reflect management's current views with respect to future events and financial performance and involve risks and uncertainties, including but not limited to changes in general economic and business conditions, changes in foreign, political, social, and economic conditions, regulatory initiatives and compliance with governmental regulations, the ability to increase market share, and various other matters, many of which are beyond China Pharma's        control. Should one or more of these risks or uncertainties occur, or should underlying assumptions prove to be incorrect, actual results may vary materially and adversely from those anticipated, believed, estimated or otherwise indicated. Consequently, all of the forward-looking statements made in this filing are qualified by these cautionary statements and there can be no assurance of the actual results or developments.

China Pharma Holdings, Inc. is a specialty pharmaceutical company with rapidly growing profit that develops, manufactures, and markets treatments for a wide range of high incidence and high mortality conditions in China, including cardio and cerebrovascular diseases, Central Nervous System (CNS) disease, infectious disease, and hepatitis. The        Company's cost-effective, high margin business model is driven by market demand and supported by 8 scalable GMP-certified production lines covering the major dosage forms. In addition, the Company has a broad and expanding distribution network across 30 Chinese provinces, municipalities and autonomous regions and possesses a strong R&D platform from numerous well-established collaborations with prestigious universities. The Company is registered in Delaware, USA. Hainan Helpson        Medical & Biotechnology Co., Ltd. (Helpson), located in Haikou City, Hainan Province, China, is a wholly owned subsidiary of China Pharma Holdings, Inc. 

**Strong Revenue Growth and High Margins****-** We have experienced a compounded, annual growth-rate of over 68% in sales of our therapeutics since 2003. For the year ended   December 31 2008, the company continued to show stable growth and excellent financial performance. For 2008, the company’s total revenue reached $50.97 million, an increase of 53.58% compared with $33.19        million of 2007. For 2008, the gross profit margin was 49.62% which is higher than 46.91% of 2007 and higher than the industry average of 34.2%. Net income for 2008 was $17.83 million, an increase of 39.11% on 12.82 million of 2007; excluding the effect of the increasing income tax, net income increased 54.4%.

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**Proven Record of Success** - We have a proven track record of success. We are a profitable company with a low cost, high margin business model. We are seeing a rapid growth in sales with a constant growth in income, due to our focus on the largest segments of China's pharmaceutical market. We have eight different types of modern production        lines with capacity to meet future demands, and our facilities received five-year Good Manufacturing Practices (GMP) re-Certification from the SFDA during 2008. We have a portfolio of over 30 specifications of drugs that focus on the treatment of: CNS, cardiovascular, cerebrovascular, infectious diseases and other therapeutic areas of high incidence in China. Among these two are market leaders: PuSenOKTM, and Buflomedil hydrochloride for which we were awarded the "National Key New        Product" by the Ministry of Science and Technology of the People’s Republic of China (PRC) with the State Administration of Taxation, Ministry of Commerce of the PRC, General Administration of Quality Supervision, Inspection and Quarantine of the PRC, and State Environmental Protection Administration of China. In addition, our growth strategy is supported by the needs of a dynamic pharmaceutical industry and should benefit from government reforms to increase the population covered        by national medical insurance.

**Clear Strategy for Growth –** We are part of a rapidly growing industry, in which we are a leader in brand off-patent drugs with growing business. Directed by market needs, we combine our internal R&D with strategic alliances and co-operation, to promote new and improved products targeting China’s most prevalent diseases        such as CNS disease, cardio-/cerebrovascular disease, digestive disease, and infectious disease. In addition, we produce products in a variety of forms which target specific patient groups, and research, develop and commercialise new or improved dosage-forms of existing products that address side effects or other issues, associated with the originally marketed product formulations.

As of December 31, 2008, in addition to our robust portfolio of 30 specifications of 18 commercialized products, we had nine drugs at different stages of R&D, including two which had passed SFDA technical analysis and entered clinical trials (including a new anti-drug-resistance antibiotic product), and three drugs waiting for SFDA        production approval. These three included Tiopronin, indicated for Hepatitis B, which subsequently received SFDA production approval in January 2009. The new-to-market enteric-coated version of this drug limits damage to the stomach, giving us product differentiation and competitive advantages for this commonly used medicine. We anticipate its launch in the second quarter of 2009. The other two products awaiting SFDA production approval are indicated for gastric ulcers, and for dementia        disease respectively.

We received SFDA approval to enter clinical trials during 2008, including three phase trials for our antibiotic-lactamase inhibitor combination drug aimed at addressing the drug-resistance commonly associated with third generation Cephalosporin antibiotics. The clinical program is expected to require approximately 2.5 years. At the start of        2009, our antihypertensive product candidate, Candesartan also entered clinical trials.

In addition to these products, we have several others pending SFDA technical review and plan to initiate additional clinical trials in 2009 that focus on our main therapeutic areas. We are also evaluating additional opportunities on an ongoing basis, directed by the organic growth and market demands of China's pharmaceutical market. We are        working closely with several pharmaceutical research institutions and remain focused on creating a steady increase in revenue. Through strategic mergers and acquisitions (M&A) and through capitalization of this fragmented market, we will improve our product portfolio and push our integrated growth; maintain and develop new marketing channels; and use our existing retailing network in the newly expanded market to raise our overall market share. The organic growth of the Chinese        pharmaceutical market has already and will continue to direct the company's development.

**I****. Summary of twelve months ended December 31, 2008**

For the yeaar ended December 31 2008, the company continued to show stable growth and excellent financial performance. The increase in company revenue exceeded 53.58%, reaching approximately $50.97 million, compared with $33.19 million of 2007. This rapid growth is accounted for by increases in sales of existing products, and increases in the        share of sales by new products. This is consistent with China Pharma's strategy to launch new products in an increasingly competitive market, and further explore the domestic market.

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The financial operational performance for the 12 months ending December 31, 2008 was clearly improved compared to the 12 months ending December 31, 2007. Gross profit increased 62.46%, reaching $25.29 million; and net income, not including foreign currency translation adjustment, increased 39.11% to $17.83 million. This growth was attributable        to China Pharma’s low cost, high margin business model, and experienced management team.

Earnings per common share for the 12 months ending December 31, 2008, increased 28% reaching $0.44 per share compared to $0.35 per share for the 12 months ending December 31, 2007. China Pharma is working closely with several pharmaceutical research institutions to develop more products to meet our customers' needs. Our focus is to create a        steady increase to the bottom line. We have seen in the past that a successful strategy is the key to company operation. Full exploration of the potential of the pharmaceutical market domain is essential to our success.                 We have also enhanced internal controls for accounting and reporting. In the near future, we will develop a more systematic and continuous internal control system for the long-term development of the company and the benefit of our stakeholders and prospective investors.

**II. Business Overview**

China Pharma Holdings, Inc., is one of the China’s leading pharmaceutical manufacturers which engages research and development institutions for market-ready formulas to mass produce. In 2008, we launched a new diuretic product: Bumetanide; in November 2008, we were granted approval for our new formulation antibiotic to enter clinical        trials.                 We plan to expand our biotechnology product portfolio. Based on the foundation established by some of our widely recognized medicine brands such as Cerebroprotein, for the treatment of memory decline and attention deficit disorder (ADD), we have offered and will continue to offer a variety of biological medicines. These products, including the injected hepatocyte growth-promoting factors, are expected to fuel additional growth in revenue beyond what Cerebroprotein has provided.                 One of our products, Buflomedil Hydrochloride (which includes the raw form, injectable form, and tablet form) has received the following awards and designations:

|  |  • |   | The key technology project in Hainan in 2003 by Haikou Municipality.                                                                                                                                                                                        |   |   |
|--|--------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|  |  • |   | The "National Key New Products" certificate in 2003 by the State Science and Technology Department, State Taxation Bureau, Ministry of Commerce, State Bureau of Quality Supervision, Inspection and Quarantine, and State Environmental Protection Bureau. |   |   |
|  |  • |   | The "Best Commercialized Technology" award in Hainan in 2004 by Hainan Scientific and Technological Result Examination Committee                                                                                                                            |   |   |

Our scalable, GMP-certified manufacturing has been recognized in China. In 2003, we attained GMP certification and were awarded "Best Enterprise for Storing SARS Medicine" awarded by Hainan Province Food and Drug Administration. We have an extensive distribution network with 16 sales offices and approximately 1250 proxy agents covering 30        provinces, municipalities, and autonomous regions across China. Our main market channels are generalized schemes of preferences (GSP) certified medical companies which directly distribute to hospitals and the final market.

Our subsidiary, Onny Investment Limited ("Onny") was incorporated in the British Virgin Islands on January 12, 2005 and was a development stage enterprise through June 15, 2005. On June 16, 2005, Onny acquired all of the outstanding shares of Hainan Helpson Medical & Biotechnology Co., Ltd., a privately held Chinese joint venture (Helpson)        and emerged from the development stage. On October 19, 2005, Onny was reorganized as a wholly owned subsidiary of China Pharma Holdings, Inc. formerly TS Electronics, Inc. ("the Company").

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Furthermore, on May 30, 2008 the Company completed an offering and issued five million shares of common stock at a purchase price of $2.00 per share and three-year warrants to purchase an aggregate of 1.25 million shares of the Company’s common stock at an exercise price of $2.80 per share. Net proceeds from the offering of approximately        $9.3 million are expected to be used for the expansion of the Company’s existing product line, new drug development, sales and marketing, and to supplement general working capital purposes.

**III****. Market Trends**

Studies show that due to the expansion and aging of the world's population, an increasing number of people have age-related diseases, such as cancer, Alzheimer's disease, diabetes, and heart disease. These diseases have already become prevalent, particularly in developed areas. China Pharma is dedicated to delivering more effective treatments        for these diseases of high incidence and mortality.

The growth of China’s pharmaceutical market is driven by the country’s rapid economic growth, the highest in economic history. Increased healthcare spending by the Chinese Government to reform the healthcare system has already greatly improved the accessibility to and desire for medical care. Important additional factors include: the        aging of the population and the consequent increase in age-related disorders; the urban migration of the population; and improved awareness of self-health care. According to IMS forecasts, China will become the seventh largest pharmaceutical market in the world in 2009 and the second largest in 2020, with a market capacity of US$220 billion.

However, the global nature of the current economic crisis has had definite effects on the Chinese pharmaceutical industry and the Chinese Government’s soon to be released Healthcare Reform has also brought definite uncertainties for the development of the industry.                 We view this market trend as an opportunity. However, the best way to take advantage of this opportunity is to identify our business risks beforehand. There are three areas of risk:

•  External Risk

In recent years, the Chinese medical system has been reformed, resulting in the State Department's establishment of a basic medical insurance system for employees. Considering the effects of the social environment, local government involvement and government policies on the pharmaceutical industry in the PRC, a large increase in sales is        expected. Competition will also be strong across the industry overall. Currently, our existing products are competitive in the market and possess growth potential. However, from a long-term perspective, some major western medicine producers are also seeking Chinese market share. This will present us with strong competition in our medicine market sector. In addition, the effects of the Chinese Government’s soon to be released Healthcare Reform Plan on the Chinese Pharmaceutical        industry also brings many areas of uncertainty.

•  Operation Risk

One of the major uncertainties in our industry is the purchase of raw materials. Raw materials are primarily affected by the geographical, island environment of Hainan Province. Because of high transportation costs and the need to guarantee production supply requirements, the company has no alternative but to store large amounts of inventory to        maintain consistent production levels. In addition, part of the raw materials need to be specially ordered which further increases the need to store inventory. Finally, because of the transportation and geographical factors, the company must store a finished product reserve that is higher than that required by the pharmaceutical manufacturers in cities on the mainland. These relatively high amounts of stored raw materials and finished products all account for the company’s high        amount of liquid assets, and the effect on the company’s cash turnover.

•  Foreign Currency Risk

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Substantially all of our operations are conducted in the PRC. Our sales and purchases are conducted within the PRC in Chinese Renminbi (RMB). As a result, the effect of the exchange rate fluctuation would inevitably be considered to be material to our business operations.

All of our revenues and expenses are accounted for in (RMB). However, we use the United States Dollar (USD) for financial reporting purposes, since our parent company is registered in Delaware, USA. Conversion of Renminbi into foreign currencies is regulated by the People's Bank of China through a unified floating exchange rate system. Although        the PRC government has stated its intention to support the value of the Renminbi to follow the market fluctuation, there can be no assurance that such exchange rate will not become volatile again or that the Renminbi will not devalue significantly against the USD. Exchange rate fluctuations may adversely affect the value, in USD terms, of our net assets and income derived from its operations in the PRC.

**IV****. Analysis for the twelve months ended December 31, 2008**

In 2008, the revenue for the whole year was $50.97 million, an increase of 53.58% on $33.19 million of 2007. The huge increase in revenue from sales resulted from the following factors: the demand from the vigorous Chinese economy, the maintenance of many years of rapid economic growth, and universal increases in individual spending power and        confidence. For supply, the company’s output increased along with the rapid increase in market demand. We also strengthened marketing activities to aid expansion of the sales channels. Our older existing products had already obtained widespread customer acceptance. Up to December 31, 2008, PuSenOK continued its strong growth with sales of approximately $7.30 million, an increase of 76.56% on the $4.13 million of 2007, and accounting for approximately 14.31% of the total revenue        for the period. Pusen OK, the only Chinese generic version of Aleve-D®, is the company’s flagship product, with competitive advantages including being the most effective, non-drowsy, slow release 12-hour cold medicine for the relief of pain, fever and congestion, etc. In addition, revenue from some of our older products have increased, notably from Buflomedil contributing approximately $4.68 million, and accounting for 9.17% of sales revenue; Alginic Sodium Diester with        approximately $2.24 million, an increase of 75.53% on 2007; and finally Granisetron which reached approximately $2.88 million, an increase of 60.47% on last year. This year’s launch, Bumetanide, due to increases in market recognition and market acceptance also made a significant contribution to the sales revenue, in 2008 it generated revenue of $2.57 million, accounting for 5.04% of total sales revenue. One other aspect of our growth is that because of the government        reorganization of the pharmaceutical industry, the pharmaceutical marketing environment has greater transparency than previously. The company’s distribution network in China has already expanded to reach 30 provinces, municipalities and autonomous regions. Prospectively, the improvements in our production capacity will enable the large growth in sales of our new and existing products.

This year, existing, older products also showed large scale growth in sales, among the most rapidly growing were: Clarithromycin increasing by 57.4%; Andrographolide, by 46.09%; and Roxithromycin, by 51.38%.

**Cost of Revenue**

The cost of revenue for 2008 was approximately $25.67 million or 50.38% of total revenue, increasing $8.06 million compared to 2007, which was approximately $17.62 million or 53.09% of total revenue. The main reason for the increase in the cost of revenue was primarily due to the increase in sales, but the ratio of cost of revenue to revenue        decreased.

**Gross Profit**

Gross profit for 2007 was approximately $15.57 million, and the gross profit margin was 46.91%; while the 2008 gross profit was $25.29 million and the gross profit margin increased to reach 49.62%. The gross profit increased approximately $9.72 million, or 62.46% from 2007 to 2008, which is mainly due to the continued revenue growth in 2008 and        cost control, and the company unceasingly launching new, profitable products.

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**Selling Expense**

The selling expenses for 2008 were approximately $2.04 million, accounting for 4% of the total year’s revenue. In 2007, the selling expense was approximately $1.44 million, accounting for 4.33% of the year’s revenue. Comparing the proportion of sales expense to sales revenue over the two years shows only a slight decrease in        2008.

**G & A Expenses**

The general and administrative (G&A) expenses for 2008 were approximately $1.67 million, accounting for 3.28% of revenue. The G&A expenses for 2007 were approximately $1.14 million, accounting for 3.43% of revenue. Compared with 2007, the 2008 G&A expenses increased by approximately $0.53 million. The main reasons for this increase        were increases in salaries, legal, accounting, and financial consultancy service fees, as well as increases in expenses associated with foreign publicity and business travel. In addition, with increases in intangible assets, there is a corresponding increase in the amortization expense of intangible assets.                 As of December 31 2008, the allowance for bad debt was approximately $1.85 million; however as of December 31 2007, it was $0.74 million. The increase was approximately $1.11 million and corresponded to the increase in sales revenue.                 As to the peculiarity of the Chinese pharmaceutical market environment, deferred payments to pharmaceutical companies by state-owned hospitals are a normal phenomenon. Over 90% of our drugs are sold to state-owned hospitals, which creates more payments that are deferred. Since they are backed by the government, all the deferred payments from state-owned hospitals are secure and will eventually be collected.                 During the normal course of business we give unsecured credit to our customers. We record an allowance for bad debts based on age of outstanding accounts receivables at the end of the period in accordance with generally accepted accounting principles in the PRC. The percentage of a trade receivable that is deemed doubtful is as follows: 100% after 720 days; 50 % after 360 days; and 7.5% up to 360 days. We consider that this kind of bad debt allowance percentage allow us to correctly        account for any contingent bad debt risk. Furthermore, during the 15 years of operating history, the company has never had any uncollected receivables.

**Income from Operation **

The operating income for the year ended December 31, 2008 is approximately $19.73 million, compared to $12.25 million of the same period of 2007, an increase of $7.48 million, or 61.05%. The main reason was due to large increases in revenue and gross profit.

**Income from Interest **

The return in interest for the year ended December 31, 2008 increased by $13,363. The main reason was the abundant cash flow and the increase in the cash balance.

**Interest Expense**

Interest expense for the year ended December 31, 2008 was $131,027, compared to $237,398 of the same period of 2007; a decrease of $106,371, or 44.81%. The main reason was the comparatively good cash position in 2008, leading to a corresponding reduction in the interest on the bank loan.

**Income Tax Expense **

In the year ended December 31, 2008 we paid income tax at the rate of 9%. Income tax expense for the year ended December 31, 2008 was roughly $1.7million or 3.35% of revenue, while the company did not have any income tax in the corresponding period in 2007, as the company was still in the preferential tax period of 0%. We have been granted a        ‘tax holiday’ granting a favorable rate of 50% of the tax rates, therefore, we paid our tax at the rate of 9% in 2008.

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**Net Income**

Due to the big increase in sales revenue and gross profit, and effective cost control in 2008, the net income for the year ended December 31, 2008, excluding the effect of foreign exchange transactions, increased to approximately $17.83 million, which was 39.11% higher than that for the year ended December 31, 2007, of approximately $12.82        million.

**V****. Financial Analysis **

Cash flow Analysis

As of December 31, 2008, the company possessed cash and cash equivalents of $6,927,149, which represents 9.18% of total assets; compared with $1,830,335 in the same period for 2007, which represented 4.19% of the total assets. Compared with the position of December 31, 2007, this is an increase of $5,096,814, or 278.46%. This is a combined        result of an improvement in net cash generated from operating activities and an increase in net cash proceeds from financing activities. 

On December 31, 2008, the working capital was approximately $54.16 million, an increase of $ 19.86 million from the same time of 2007, which was $34.30 million. The main reason for the increase was the increase in cash and cash equivalents, and account receivables. 

In the year ended December 31, 2008, the operating activity cash flow increased to $6.54 million, a substantial increase of 222.63%, compared to $2.03 million for the same period in 2007. The main reason was the increase in net income, and improvement in accounts receivable.

In the year ended December 31, 2008, cash used for investment activity was approximately $10.44 million, an increase of approximately $9.74 million, or 1379.72%, compared to the $705,625 for the same period in 2007. This was because in 2008, the company invested in expanding the dry powder production line, as well as purchasing the production        technology for four new drug formulas.

In the year ended December 31, 2008, net cash flow generated from financing activities was approximately $8.88 million, compared to $203,021 used in the same period of 2007. The reason for the increase in cash and cash equivalents was that on May 30, 2008, the Company completed an offering of equity units priced at $2.00 each, which consisted of        one share of Company common stock and a three-year warrant to purchase one-fourth of one share of Company common stock at an exercise price of $2.80 per share. The Company issued 5,000,000 shares of common stock and three-year warrants to purchase 1,250,000 shares of common stock to 17 accredited investors for gross proceeds of $10,000,000. The net proceeds, after deduction of related offering expenses of $731,062, amounted to $9,268,938.

**VI****. Conclusion**

The overall performance during the year ended December 31, 2008 was outstanding. As a public company in the pharmaceutical industry, we focus on product innovation. In order to create products that are innovative and tailored to the end user, we must concentrate on additional, innovative cooperative engagements with special R&D institutes        for more market-ready products. As a result, the Company will continue to actively pursue the development and distribution of high-quality products. The pharmaceutical industry has been called an "industry of eternal sunrise", and China Pharma Holdings, Inc. forecasts that our strategy and the sustained growth in revenue will ensure our continued success. 

**Item 7A. Quantitative and Qualitativ****e Disclosures About Market Risk**

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This report does not include information described under Item 305 of Regulation S-K pursuant to the rules of the Securities and Exchange Commission that permit “smaller reporting companies” to omit such information.

**Item 8. Financial Statements and Supplementary Data** 

The Financial Statements and supplementary data are listed in the Index to Financial Statement starting from page F-1 at the end of this report.

**Item****9.****Changes in and Disagreements with Accountants on Accounting and Financial Disclosures**

None.

**Item 9A.****Controls and Procedures**

As required by Rule 13a-15 under the Securities Exchange Act, our management has carried out an evaluation, with the participation and under the supervision of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2008. Disclosure        controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely        decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures. 

Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive officer and our chief financial officer. Based upon, and as of the date of this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective. Though not        required, we also acknowledge the existence of significant internal control deficiencies discussed below under “Management’s Report on Internal Control over Financial Reporting.”

**Management's Report on Internal Control over Financial Reporting**

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with        the policies and procedures may deteriorate. 

Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2008. In making its assessment, management used the criteria described in Internal Control -- Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO.

A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company's financial reporting. The following significant deficiencies have been identified and        included in our management's assessment as of December 31, 2008:

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*1**)We did not maintain an effective internal audit function due to the lack of qualified internal auditors who are familiar with internal audit and U**.**S**.**GAAP**(**the Generally Accepted Accounting Principles in the United States**)**, and we did not implement adequate or        prope**r**ly supervise significant internal control deficiencies that were or could have been detected or prevente**d;*

2*)We did not maintain effective controls over the financial reporting processes due to an insufficient complement of internal personnel with a level of accounting knowledge, experience and training in the application of U.S. GAAP commensurate with our financial requirements**; and*

*3)We did not have in place an adequate system for recording and reporting equity transaction related to the parent company, for instance when issuing or redeeming warrants.*

Our management, however, believes that none of these internal control deficiencies are identified as material weakness or has had a material effect on our financial condition or results of operations or caused our financial statements as of and for the year ended December 31, 2008 to contain a material misstatement. The reasons are as        follows:

1) Themanagementhas concluded that most of the internal controls overfinancialreporting were effective throughtestingthe design and operating effectiveness ofthosecontrols;

2) Those ineffective internal controls had notcausedmaterialmisstatement or omissionoffinancialreporting inpractice.

Therefore, our chief executive officer and chief financial officer conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on that evaluation,        our management concluded that our internal controls over financial reporting were effective as of December 31, 2008. 

The management's assessment of internal controls over financial reporting was not subject to auditor attestation as of December, 31 2008 pursuant to temporary rules of the Securities and Exchange Commission. Accordingly, this Annual Report does not include an attestation report by our independent registered public        accounting firm regarding internal control over financial reporting.

**Remediation Measures of****Significant Deficiencies**

To remediate the significant internal control deficiencies described above in "Management's Report on Internal Control over Financial Reporting", we have implemented our plan to implement the measures described below, and will continue to evaluate and may in the future implement additional measures. 

We have planned remediation measures such as the hiring and training of personnel which are intended to generally address these significant deficiencies by ensuring that we will have sufficient personnel with knowledge, experience and training in the application of U.S. GAAP commensurate with our financial reporting requirements. These measures        include the following:

1) We will continue to hire the services of an accounting and SEC reporting consultant from the U.S. who has relevant accounting experience, skills and knowledge in the preparation of financial statements under the requirements of U.S. GAAP and financial reporting disclosure under the requirement of SEC rules;

2) We plan to train up our staff internally to more thoroughly document transactions and events for better reporting and disclosure purposes. This will include memorandum documentation analyzing the transactions and applicable accounting principles to facilitate and expedite the internal audit function, the collection of data for management and        disclosure purposes and for the external audit performed by our independent auditors and

3) We plan to hire an experienced internal audit supervisor to lead the current internal audit function.

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We believe that we are taking the steps necessary for remediation of the significant deficiencies identified above, and we will continue to monitor the effectiveness of these steps and to make any changes that our management deems appropriate.

**Changes in Internal Controls over Financial Reporting**

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or 15d-15 promulgated under the Exchange Act that occurred during the last fiscal quarter ended December 31, 2008 that have materially affected, or are reasonably likely to materially        affect, our internal control over financial reporting.

**Item****9****B – Other Information**

None.

**PART III**

**Item****10****.****Directors, Executive Officers****and Corporate Governance**

**Directors and Executive Officers**

The following table sets forth the name and position of our current directors and executive officers:         

| **Name****(1)**    | **Age** | **Position**                                   |
|--------------------|---------|------------------------------------------------|
| Zhilin Li          | 56      | Director,President and Chief Executive Officer |
| Xinhua Wu          | 46      | Director andChief FinancialOfficer             |
| GeneMichaelBennett | 61      | Independent Director                           |
| Yingwen Zhang      | 64      | Independent Director                           |
| Baowen Dong        | 68      | Independent Director                           |
| Jian Yang          | 54      | Secretary                                      |

**(1)****Heung Mei****Tsui**, our former director, resigned from our board of directors on February 1, 2008. The board expanded the number of seats on the board of directors and appointed three independent directors, Gene Michael Bennett, Yingwen Zhang and Baowen Dong on the same date.**Biographies of Officers and Directors**

Set forth below is a brief description of the background of our officers and directors based on information provided by them to us.

**Zhilin L****i**: Ms. Li is the director, President and Chief Executive Officer (“CEO”) of the Company. She is a founder of Helpson, and has served as chairman and CEO of Helpson since 1993. Ms. Li was formerly the president of Haikou Bio-engineering        Institute, and the vice president of the Sichuan Institute of Biology. She graduated from Sichuan University, where she majored in biology, and later became an instructor. 

**Xinhua W****u**: Mr. Wu is the director and Chief Financial Officer (“CFO”) of the Company. He has acted as CFO of Helpson since his employment in 1999. Mr. Wu served as CFO and assistant to the CEO at Hainan Guobang Enterprises Inc., where he        was employed from 1992 to 1999. Mr. Wu graduated from the University of Wales with an MBA degree and Jiangxi Financial College with a Bachelor of Science degree in Finance. 

**Gene****Michael****Bennett**: Mr. Bennett has served as a member of our board of directors as an independent director since February 1, 2008. Mr. Bennett is presently a partner of Beijing Nexis Investment Consulting Corporation which provides management consulting services to Chinese companies. From 2000 to 2004, he acted as partner        of ProCFO Company. Prior to that, he served as CFO and a Board Member in Argonaut Computers. Mr. Bennett worked as professor of accounting,

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taxation and auditing at several universities including California State University, Chapman University, University of Hawaii and Chaminade University. Mr. Bennett is a graduate of Michigan State University and Michigan University. He is also a Doctor of Business Administration (DBA) candidate in Corporate Governance at City University of Hong        Kong.

**Yingwen Zhang**: Mr. Zhang has served as a member of our board of directors as an independent director since February 1, 2008. Mr. Zhang graduated from Department of Chemical Engineering, Tianjin University in 1967. He worked as the CEO of Sinopec Sichuan Vinylon Works from 1983 to 1988 and worked as the director of Sichuan Foreign Trade        and Economic Cooperation Bureau (The Bureau of Commerce of Sichuan Province) from December 1988 to April 2000. Since then, he has acted as the Economic and Commercial Counselor’s Office of the Embassy of the People's Republic of China in Malaysia. Mr. Zhang currently is the member of the 9th Chinese People’s Political Consultative Conference (CPPCC). 

**Baowen Dong**: Mr. Dong has served as a member of our board of directors as an independent director since February 1, 2008. Mr. Dong graduated from Xi’an University of Science and Technology in 1966. He is the professor, researcher, director of the staff room, and the department head in Sichuan University since 1974. He is also an        expert member of the Sichuan University Teaching Evaluation Council since August 2001.

**Jian Y****ang**: Ms. Yang has been the Secretary of the Company since October 19, 2005. She is a founder and director of Helpson. Ms. Yang was a technician at the Sichuan Institute of Biology in 1990 and vice president of Haikou Biomedicine        Engineering Co., Ltd. in 1991. Ms. Yang obtained her MBA degree at the University of Wales, England.

**Board Composition**

Since February 1, 2008, the board of directors has been composed of Zhilin Li, Xinhua Wu, Gene Michael Bennett, Yingwen Zhang and Baowen Dong. All board actions require the approval of a majority of the directors in attendance at a meeting at which a quorum is present.

**Policy Regarding Board Attendance**

Our directors are expected to attend Board meetings as frequently as necessary to properly discharge their responsibilities and to spend the time needed to prepare for each such meeting. Our directors are expected to attend annual meetings of stockholders, but we do not have a formal policy requiring them to do so.

**Committee**

The three independent directors, Gene Michael Bennett, Yingwen Zhang and Baowen Dong have served on the Audit Committee since February 1, 2008. Mr. Bennett, the Chairman of the Audit Committee, is an audit committee financial expert serving on the Audit Committee. For more specific information concerning the role, independence and        responsibilities of our Audit Committee, pleaser refer to Exhibit 99.1 to this Form 10K for our Audit Committee Charter adopted by our board of directors on February 10, 2008.

We currently have no Nomination Committee, Compensation Committee, or any other committees; therefore, the board will act in the capacity of the absent committees.

**Audit Committee Report**

 The following Audit Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other filing of ours under the 1933 Act or the Exchange Act, except to the extent we specifically incorporate this Report by reference therein.

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In accordance with its written charter, the Audit Committee oversees our financial reporting process on behalf of our Board of Directors. Management has the primary responsibility for our consolidated financial statements and the overall reporting process, including our system of financial controls. In fulfilling its oversight responsibilities        during fiscal 2008, the Audit Committee:

|   | • | discussed the quarterly and year-to-date financial information contained in each quarterly earnings announcement with senior members of our financial management andHansen, Barnett & Maxwell, independent auditors, prior to public release;                                                                                                                                                                                                                                                                                                                                                                 |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | • | reviewed our audited consolidated financial statements as of and for the year ended December 31, 2008, as well as the quarterly unaudited consolidated financial statements and earnings release with senior members of our financial management andHansen, Barnett & Maxwell;                                                                                                                                                                                                                                                                                                                                |
|   | • | reviewed with our financial management andHansen, Barnett & Maxwelltheir judgments as to the quality, not just the acceptability, of our accounting principles;                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | • | discussed withHansen, Barnett & Maxwellthe overall scope and plan for their audit;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | • | reviewed our financial controls and financial reporting process;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | • | reviewed significant financial reporting issues and practices, including judgmental items, change in accounting principles and disclosure practice; pre-approved all services performed byHansen, Barnett & Maxwell; met withHansen, Barnett & Maxwell, without management                    present, to discuss the results of their examinations, their evaluation of the effectiveness of internal control over financial reporting; and met with our financial management, withoutHansen, Barnett & Maxwellpresent, to discuss the quality of services provided byHansen, Barnett & Maxwell. |

In addition, the Audit Committee has discussed withHansen, Barnett & Maxwelltheir independence from management and our company, including the matters in the written disclosures required byHansen, Barnett & Maxwellrules regarding communications with audit committees regarding independence and other required communications, and considered whether the provision of all other non-audit services provided to us byHansen, Barnett & Maxwellduring fiscal 2008 was        compatible with the auditors’ independence.

In reliance on the reviews and discussions referred to above and representations by management that the consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, the Audit Committee recommended to our Board of Directors that our consolidated financial statements be included in this annual        report on Form 10-K for the fiscal year ended December 31, 2008 for filing with the Commission. The Audit Committee selectedHansen, Barnett & Maxwellas our independent auditors for the fiscal year ending December 31, 2009.

**Limitation of Liability and Indemnification of Officers and Directors**

Our Amended and Restated Certificate of Incorporation, with certain exceptions, eliminatesany personal liability of directors or officers to us or our stockholders for monetary damages for the breach of such person's fiduciary duty to the extent        permitted by law.We have also adopted an Amended and Restated By-laws which provide for indemnificationof directors and officers.

There are presently no material pending legal proceeding to whichany of ourdirectors, officers, or employee is a party. There is no pending litigation or legal proceeding involvingone        of our directors, officers, employees or other agents as to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director, officer, employee or other agent.

**Director Compensation**

Our three independent directors are entitled to the following compensation under the engagement letter: Mr. Bennett’s compensation consists of $16,000 per year, payable quarterly within 5 days of the start of the quarter, and 5,000 warrants of common stock with an exercise price of $3.32 per share; Mr. Zhang and Mr. Dong are each entitled        to RMB40,000 annually, payable quarterly within 5 days of the start of the quarter.         

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The three independent directors received the above cash compensationduring thefiscal year ended December 31, 2008.No equitycompensationhas been awarded to Mr. Bennetttill the date of this Form 10-K.We currently reimburse directors for travel expenses associated with their work for the company but ourinternaldirectors currentlydonot receive any other compensationin the capacity of directors.

**Family Relationships**

There are no family relationships among our directors or executive officers.

**Section 16(a) Beneficial Reporting Compliance**

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers and directors, and persons who own more than ten percent of a class of our capital stock, to file reports of ownership and changes in their ownership with the Securities and Exchange Commission. These persons are required to furnish us with copies of all        Section 16(a) forms they file. Based solely on a review of the copies of such forms received by us, we believe that during the year ended December 31, 2008; all persons subject to Section 16(a) filing requirements have filed on a timely basis reports required to be filed by Section 16(a) of the Exchange Act.

**Code of Ethics**

On July 8, 2008, we adopted a code of business conduct and ethics for all directors and employees (including officers) within the meaning of the regulations adopted by the Commission under section 406 of the Sarbanes - Oxley Act of 2002. The code has been designed to deter wrongdoing and promote: honest and ethical conduct, including the ethical        handling of actual or apparent conflicts of interest between personal and professional relationships; full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Commission and in other public communications made by us; compliance with applicable governmental laws, rules and regulations; the prompt internal reporting of violations of the code to an appropriate person or persons; and accountability for adherence to the code.        The application of the code to the persons it applies to may only be waived by our Board of Directors in accordance with Commission regulations and the Sarbanes - Oxley Act of 2002. A copy of the code may be obtained by sending a written request to our corporate secretary.

**Item 1****1.****Executive Compensation**

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to our chief executive officer, chief financial officer and secretary during the last three fiscal yearsin all capacities to us, our subsidiaries and predecessors (collectively,        the "Named Executive Officers"). No other executive officers received compensation in excess of $100,000 during the fiscal years ended December 31, 2008 and 2007.

SUMMARY COMPENSATION TABLE

|                                               | Long Term Compensation | (i)                    All Other Compensation ($) |
|----------------------------------------------------|------------------------|---------------------------------------------------|
|                                               |                   | Annual Compensation                               | Awards | Payouts |
| (a)                    Name and Principal Position | (b)

Year              | (c)                    Salary ($)                 | (d)                    Bonus ($) | (e)                    Other Annual Compensation | (f)

Restricted Stock Awards ($) | (g)                    Securities Underlying Options/ SARs (#) | (h)

LTIP Payouts ($) |   |
| (1) Zhilin Li

Director,CEO and President          | 2008

2007             | 117,084

104,976                                  | --

-- | --                    -- | --                    -- | --                    -- | --                    -- | --                    -- |
| (2)Xinhua Wu, Director,CFO                         | 2008

2007             | 73,177

65,610                                    | --                    -- | --                    -- | --                    -- | --                    -- | --                    -- | --                    -- |
| (3)Jian Yang,Secretary,                            | 2008

2007             | 73,177

65,610                                    | --                    -- | --                    -- | --                    -- | --                    -- | --                    -- | --                    -- |

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(1) Zhilin Lihas been our CEO and president since October 20, 2005.As of January 20, 2006, Zhilin Li was elected as the director of the Company.

(2) Xinhua Wu has been our CFO since October 20, 2005. As of January 20, 2006, Xinhua Wu was elected as the director of the Company.

(3) Jian Yang has been our corporate secretary since October 20, 2005.

**Stock Option****s****and Stock Appreciation Rights**

We currently have no option, retirement, pension or other equity incentive plan for the benefit of the directors, officers or other employees, but the board of directors may recommend adoption of one or more such programs in the future.

**Employment Agreements**

Our subsidiary Helpson has employment agreements with the following executive officers: 

Ms. Zhilin Li entered into an Employment Agreement with Helpson, which provides that Ms. Li is employed by Helpson to perform executive management. The term of her employment is from July 1, 2005 to June 30, 2010. Her annual salary is RMB800,000. Mr. Xinhua Wu was employed        by Helpson to act as its CFO. The term of his employment is from July 1, 2005 to June 30, 2010. His annual salary is RMB500,000. Ms. Jian Yang was employed by Helpson to act as its Deputy General Manager. The term of her employment is from July 1, 2005 to June 30, 2010. Her annual salary is RMB500,000.

**Payment of Post-Termination Compensation**

The company does not have change-in-control agreements with any of its executive officers, and the Company is not obligated to pay severance or other enhanced benefits to executive officers upon termination of their employment.

**Item 1****2.****Security Ownership of Certain Beneficial Owners and Management****and Related Stockholder Matters**

The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of December 31, 2008 and (i) all persons who are known to us to be beneficial owners of five percent or more of the common stock, (ii) each of our Directors, and (iii) all current Directors and executive        officers as a group. 

The number of shares of common stock issued and outstanding on December 31, 2008 was 42,278,938 shares. The calculation of percentage ownership for each listed beneficial owner is based upon the number of shares of common stock issued and outstanding on December 31, 2008, plus shares of common stock subject to options/warrants held by        such person on December 31, 2008 and exercisable within 60 days thereafter.

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| **NAME AND ADDRESS OF BENEFICIAL OWNER (1)**                      | **Amount and Nature of Beneficial Owenship** | **Percent****of Class** |
|-------------------------------------------------------------------|----------------------------------------------|-------------------------|
| *Named Executive Officers and Directors*                          |                                         |                    |
| Zhilin Li                                                         | 10,000,000                                   | 23.65%                  |
| Jian Yang                                                         | 2,278,815                                    | 5.39%                   |
| *Beneficial Owners of Five Percent or More*                       |                                         |                    |
| Heung Mei Tsui                                                    | 10,812,651                                   | 25.57%                  |
| Peter Siris                                                       | 2,794,323(2)                                 | 6.61%                   |
|      Guerrilla Capital Management, LLC   | 2,782,323(2)                                 | 6.58%                   |
|                                                              |                                         |                    |
| ***Total Shares Owned by Persons Named Above***                   | 25,885,789                                   | 61.23%                  |
|                                                              |                                         |                    |
| ***Total Shares Owned by******Executive Officers and Directors*** | 12,278,815                                   | 29.04%                  |
|                                                              |                                         |                    |

(1) The address of Ms. Li is 2nd Floor, No.17, Jinpan Road, Kaikou, Hainan Province, China. The address of Ms. Tsui is Flat F, 3rd Fl., Mayson Garden Bldg, 68 Hing Fat St., Causeway Bay, Hong Kong. The address of Ms. Yang is 1 Haoyuan ST, RM 5B, Blog 7, Asia Luxury Garden, Haikou, Hainan Province, China. The address of Peter Siris and Guerrilla        Capital Management, LLC is 237 Park Avenue, 9th Floor New York, New York 10017, United States of America.

(2) Guerrilla Capital Management, LLC (“Guerrilla”), an investment fund located in New York, beneficially owns or controls 2,782,323 shares of our common stock as disclosed in a Schedule 13G filed on February 13, 2009. Peter Siris is the managing director of Guerrilla, and believed to have dispositive and voting power over the        securities held by Guerrilla. Besides, Peter Siris has sole voting power with respect to 12,000 shares of our common stock, and beneficially owns or controls 2,794,323 shares of our common stock in aggregate.

**Item 1****3****.****Certain Relationships and Related Transactions**

None.

**Item 14. Principal Accountant Fees and Services**

Hansen, Barnett & Maxwell (“HBM”) is the Company’s independent registered accountant. The principal accountant fees of the fiscal year 2007 and the fiscal year 2008 are as follows:

|                  | FISCAL 2007         | FISCAL 2008         |
|-----------------------|---------------------|---------------------|
|                  |                |                |
| Audit Fees(1)         | $74,000+RMB 500,000 | $74,000+RMB 500,000 |
|                  |                |                |
| Audit-Related Fees(2) | $ --                | $ --                |
|                  |                |                |
| Tax Fees(3)           | $ 2,732             | $ 2,657             |
|                  |                |                |
| All Other Fees(4)     | $ --                | $ --                |
|                  |                |                |
| Total                 | $76,732+RMB 500,000 | $76,657+RMB 500,000 |

36

----

(1) During the fiscal years ended December 31, 2007 and 2008, HBM billed us $74,000 each year in fees for professional services for the audit of our annual financial statements, review of financial statements included in our Form 10-QSB quarterly reports; we paid $500,000 to Baker Tilly China each year for their involvements in the auditing and reviews under the supervision of HBM.                 (2) During the fiscal years ended December 31, 2007 and 2008, HBM billed us $0 in fees for assurance and related services relating to the performance of the audit and review of the Company’s financial statement.

(3) During the fiscal years ended December 31, 2007 and 2008, HBM billed us $2,732  and $2,657 respectively for tax planning and preparation.        l years ended December 31, 2007 and 2008, HBM billed us $0 in fees for professional services.

**PART I****V**

**Item 1****5.****–Exhibits****and Financial Statement        Schedules**

| Exhibit No. | Description                                                                                                                                                                                                      |
|-------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1         | Securities Exchange Agreement by and among Onny Investment Limited dated October 19, 2005. (incorporated by reference tothe registration statementon FormSB-2filed onOctober 20,2005)                            |
| 3.1         | Memorandum and Articles of Association.(incorporated by reference tothe registration statementon FormSB-2filed onDecember 23, 2005, as amended)                                                                  |
| 3.2         | Articles of Association ofHelpson Medical & Biotechnology Co., Ltd.(incorporated by reference tothe registration statementon FormSB-2filed onOctober 20,2005)                                                |
| 3.3         | Amended and Restated Bylaws (incorporated by reference toour report on Form PRE 14C filled on June 27, 2008)                                                                                                     |
| 10.1        | Stock Purchase Agreement by and among Halter Financial Group Inc. dated May 11, 2005 filed on May 11, 2005. (incorporated by reference to our current report on Form 8-K filed onMay 11, 2005)                   |
| 10.2        | Subscription Agreement by and among Onny Investment Limited stockholders. (incorporated by reference tothe registration statementon FormSB-2filed onOctober 20,2005)                                             |
| 10.3        | Employment Contractbetween Helpson andZhilin Lidated July 1, 2005. (incorporated by reference to thequarterlyreport on Form 10-QSBfiledonNovember 16,                    2006)                                   |
| 10.4        | Employment Contractbetween Helpson andXinhua Wudated July 1, 2005. (incorporated by reference to thequarterlyreport on Form 10-QSBfiledonNovember 16,                    2006)                                   |
| 10.5        | Employment Contractbetween Helpson andJian Yangdated July 1, 2005 (incorporated by reference to thequarterlyreport on Form 10-QSBfiledonNovember 16,                    2006)                                    |
| 10.6*       | Engagement Letter ofGene Micheal Bennett                                                                                                                                                                         |
| 10.7*       | Engagement Letter ofYingwen Zhang                                                                                                                                                                                |
| 10.8*       | Engagement Letter of Baowen Dong                                                                                                                                                                                 |
| 10.9        | Subscription and Registration Rights Agreement among China Pharma Holdings, Inc.and 17 investors(incorporated by reference to our current report on Form 8-K filedonFebruary 6, 2007)                            |
| 10.10       | Form of Warrant(incorporated by reference to our current report on Form 8-K filedonFebruary 6, 2007)                                                                                                             |
| 10.11       | Securities Purchase Agreement, dated May 27, 2008, by and among China Pharma Holding, Inc. andtheinvestors(incorporated by reference to our current report on Form 8-K                    filedon May 28, 2008)  |
| 10.12       | Registration Rights Agreement, dated May 27, 20008, by and among China Pharma Holding, Inc. andtheinvestors(incorporated by reference to our current report on Form 8-K                    filedon May 28, 2008) |
| 10.13       | Form of Warrant, dated May27, 2008(incorporated by reference to our current report on Form 8-K filedon May 28, 2008)                                                                                             |

 

37

----

| Exhibit No. | Description                                                                                                                                                                                                                                                                                       |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.14*      | Form of Warrant issued toRoth Capital Partners, LLC, dated May 30, 2008                                                                                                                                                                                                                           |
| 10.15       | Forms of Warrant issued to FirsTrust Group Inc., dated June 24, 2008(incorporated by reference to our current report on Form 8-K filedon June27, 2008)                                                                                                                                            |
| 10.16       | Formsof Warrant issued toHayden Communications International, Inc., dated June 24, 2008(incorporated by reference to our                    current report on Form 8-K filedon June27, 2008)                                                                                                      |
| 10.17       | Forms of WarrantissuedtoHayden Communications International, Inc., dated December 24, 2008 (incorporated by reference to our current report on Form 8-K filedon December 29, 2008)                                                                                                                |
| 10.18*      | Supply Contract entered into betweenHainanHelpson Medical & Biotechnology Co., Ltd.andHainan Xinxin Biotechnology Co.,                    Ltd.                                                                                                                                                |
| 10.19*      | Supply Contract entered into betweenHainanHelpson Medical & Biotechnology Co., Ltd.andAnhui Fuyang XintePharmaceutical Company                                                                                                                                                                |
| 10.20*      | Sales Contract entered into betweenHelpson Medical & Biotechnology Co., Ltd.andHainanXinglin MedicineCompany                                                                                                                                                                                  |
| 10.21*      | Sales Contract entered into betweenHainanHelpson Medical & Biotechnology Co., Ltd.and Anhui Fuyang XintePharmaceutical                    Company                                                                                                                                             |
| 10.22       | Lease Agreement entered intobetweenHelpson Medical & Biotechnology Co., Ltd.and Hainan Zhongfu Going-abroad Personnel Service Center, and Housing Rent Adjustment Notice                    (incorporated by reference to thequarterlyreport on Form 10-KSBfiledonMarch 12, 2009, as amended) |
| 14.1        | Code of Business Conduct and Ethics(incorporated by reference tothe registration statementon FormS-1filed onJuly 11, 2008)                                                                                                                                                                        |
| 16.1        | Letter regarding Change intheCertifiedAccountant dated August 15, 2005. (incorporated by reference to our current report on                    Form 8-K filed onAugust 18, 2005)                                                                                                                  |
| 21          | Subsidiaries ofChina Pharma Holdings, Inc. filed on October 20, 2005. (incorporated by reference tothe registration statementon FormSB-2filed onDecember 23, 2005, as amended)                                                                                                                    |
| 31.1*       | Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.                                                                                                                                                                                          |
| 31.2*       | Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.                                                                                                                                                                                          |
| 32.1*       | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                            |
| 32.2*       | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                            |
| 99.1*       | Audit Committee Charter                                                                                                                                                                                                                                                                           |

*Filed herewithin

38

----

**SIGNATURES**

In accordance with Section 13 or 15(d) of the Securities Act of 1933, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

|                       |        |        | China Pharma Holdings, Inc.                      |        |        |
|-----------------------|--------|--------|--------------------------------------------------|--------|--------|
|                  |        |        |                                                  |        |        |
| Dated: March 17, 2009 |   |   | By: /s/ Zhilin Li                                |   |   |
|                       |   |   | Zhilin Li                                        |   |   |
|                       |   |   | Director, Chief Executive Officer, and President |   |   |

In accordance with the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of registrant and in the capacities and on the date as indicated.

| Dated: March 17, 2009 |   |   | By: /s/ Zhilin Li                                |   |   |
|-----------------------|--------|--------|--------------------------------------------------|--------|--------|
|                       |   |   | Zhilin Li                                        |   |   |
|                       |   |   | Director, Chief Executive Officer, and President |   |   |
|                  |        |        |                                                  |        |        |
| Dated: March 17, 2009 |   |   | By: /s/ Xinhua Wu                                |   |   |
|                       |   |   | Xinhua Wu                                        |   |   |
|                       |   |   | Director, Chief Financial Officer and            |   |   |
|                       |   |   | Principal Accounting officer                     |   |   |
|                  |        |        |                                                  |        |        |
| Dated: March 17, 2009 |   |   | By: /s/ Gene Michael Bennett                     |   |   |
|                       |   |   | Gene Michael Bennett,                            |   |   |
|                       |   |   | Independent Director                             |   |   |
|                  |        |        |                                                  |        |        |
| Dated: March 17, 2009 |   |   | By: /s/ Yingwen Zhang                            |   |   |
|                       |   |   | Yingwen Zhang                                    |   |   |
|                       |   |   | Independent Director                             |   |   |
|                  |        |        |                                                  |        |        |
| Dated: March 17, 2009 |   |   | By: /s/ Baowen Dong                              |   |   |
|                       |   |   | Baowen Dong                                      |   |   |
|                       |   |   | Independent Director                             |   |   |

 

39

----

**CHINA PHARMA HOLDINGS, INC.**

**INDEX TO FINANCIAL STATEMENTS**

|                                                                                                      | Page   |
|-----------------------------------------------------------------------------------------------------------|--------|
|                                                                                                      |   |
| Report of Independent Registered Public Accounting Firm                                                   | F-2    |
|                                                                                                      |   |
| ConsolidatedBalance Sheets as of December 31, 2008 and  2007                                    | F-3    |
|                                                                                                      |   |
| ConsolidatedStatements of Operationsand Comprehensive Incomefor the YearsEnded December 31, 2008 and 2007 | F-4    |
|                                                                                                      |   |
| ConsolidatedStatements of Stockholders’Equityfor the Years Ended December 31, 2007and 2008          | F-5    |
|                                                                                                      |   |
| ConsolidatedStatements of Cash Flows for the Years Ended December 31, 2008 and 2007                       | F-6    |
|                                                                                                      |   |
| Notes toConsolidatedFinancial Statements                                                                  | F-7    |

F-1

----

**H****ANSEN****,****B****ARNETT****& M****AXWELL, P.C.**

     A Professional Corporation

     CERTIFIED PUBLIC ACCOUNTANTS

     5 Triad Center, Suite 750             Salt Lake City, UT 84180-1128             Phone: (801) 532-2200             Fax: (801) 532-7944             www.hbmcpas.com     

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

To the Board of Directors and the Stockholdersof

China Pharma Holdings, Inc.

We have audited theconsolidatedbalance sheets ofChina Pharma Holdings, Inc.and subsidiariesas of December 31, 2008and 2007, and the relatedconsolidatedstatements of operationsand comprehensive income, stockholders’equity, and cash flows for the years then ended.        These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.         

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. TheCompany is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of theCompany’s internal        control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion theconsolidatedfinancial statements referred to above present fairly, in all material respects, the financial position ofChina Pharma Holdings, Inc.and subsidiariesas of December 31, 2008and 2007, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.          

> 
     **HANSEN, BARNETT & MAXWELL, P.C.**

Salt Lake City, Utah

March 11, 2009

F-2

----

**CHINA PHARMA HOLDINGS, INC.**

CONSOLIDATED BALANCE SHEETS

 

 

|                                                                                             |        |        |        | **December 31,** |        |        | **December 31,** |        |
|---------------------------------------------------------------------------------------------|--------|--------|--------|------------------|--------|--------|------------------|--------|
|                                                                                             |        |        |        | **2008**         |        |        | **2007**         |        |
| **ASSETS**                                                                                  |   |   |   |                  |   |   | (Restated)       |   |
| Current Assets:                                                                             |   |   |        |                  |        |        |                  |        |
|    Cash and cash equivalents                                                 |   |   | $      | 6,927,149        |   | $      | 1,830,335        |   |
|    Trade accounts receivable, less allowance for doubtful                    |   |   |        |                  |        |        |                  |        |
|       accounts of $4,474,175 and $2,440,852, respectively     |   |   |   | 36,008,095       |   |   | 18,572,976       |   |
|    Other receivables, less allowance for doubtful                            |   |   |        |                  |        |        |                  |        |
|       accounts of $54,242 and $43,908, respectively           |   |   |   | 163,957          |   |   | 413,596          |   |
|    Advances to suppliers                                                     |   |   |   | 3,031,694        |   |   | 2,757,320        |   |
|    Inventory                                                                 |   |   |   | 13,139,750       |   |   | 14,448,771       |   |
|    Deferred tax assets                                                       |   |   |   | 461,596          |   |   | 187,509          |   |
| **Total Current Assets**                                                                    |   |   |   | 59,732,241       |   |   | 38,210,507       |   |
| Non-current Assets:                                                                         |   |   |        |                  |        |        |                  |        |
|    Property and equipment, net of accumulated depreciation of                |   |   |        |                  |        |        |                  |        |
|       $1,483,267 and $1,003,802, respectively                 |   |   |   | 6,738,368        |   |   | 2,625,216        |   |
|    Intangible assets, net of accumulated amortization of                     |   |   |        |                  |        |        |                  |        |
|       $547,567 and $221,715, respectively                     |   |   |   | 6,162,549        |   |   | 2,063,252        |   |
|    Advances for purchases of intangible assets and property                  |   |   |        |                  |        |        |                  |        |
|       and equipment                                           |   |   |   | 2,838,679        |   |   | 807,345          |   |
| **Total Non-current Assets**                                                                |   |   |   | 15,739,596       |   |   | 5,495,813        |   |
| **TOTAL ASSETS**                                                                            |   |   | $      | 75,471,837       |   | $      | 43,706,320       |   |
|                                                                                        |        |        |
| **LIABILITIES AND SHAREHOLDERS' EQUITY**                                                    |   |   |        |                  |        |        |                  |        |
| Current Liabilities:                                                                        |   |   |        |                  |        |        |                  |        |
|    Trade accounts payable                                                    |   |   | $      | 1,049,268        |   | $      | 297,299          |   |
|    Accrued expenses                                                          |   |   |   | 56,075           |   |   | 261,301          |   |
|    Accrued taxes payable                                                     |   |   |   | 1,170,003        |   |   | 311,009          |   |
|    Other payables                                                            |   |   |   | 42,813           |   |   | 86,161           |   |
|    Advances from customers                                                   |   |   |   | 693,178          |   |   | 261,583          |   |
|    Other payables - related parties                                          |   |   |   | 75,741           |   |   | --               |   |
|    Short-term notes payable                                                  |   |   |   | 2,480,231        |   |   | 2,693,428        |   |
| **Total Current Liabilities**                                                               |   |   |   | 5,567,309        |   |   | 3,910,781        |   |
|    Research and development commitments                                      |   |   |   | 36,474           |   |   | 34,181           |   |
| **Total Liabilities**                                                                       |   |   |   | 5,603,783        |   |   | 3,944,962        |   |
| Stockholders' Equity:                                                                       |   |   |        |                  |        |        |                  |        |
|    Common stock, $0.001 par value, 60,000,000 shares                         |   |   |        |                  |        |        |                  |        |
|       authorized, 42,278,938 and 37,278,938 shares issued and |   |   |        |                  |        |        |                  |        |
|       outstanding, respectively                               |   |   |   | 42,279           |   |   | 37,279           |   |
|    Additional paid-in capital                                                |   |   |   | 21,066,338       |   |   | 11,678,606       |   |
|    Retained earnings                                                         |   |   |   | 43,039,819       |   |   | 25,206,169       |   |
|    Foreign currency translation adjustment                                        |   |   |   | 5,719,618        |   |   | 2,839,304        |   |
| **Total Stockholders' Equity**                                                              |   |   |   | 69,868,054       |   |   | 39,761,358       |   |
| **TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY**                                              |   |   | $      | 75,471,837       |   | $      | 43,706,320       |   |

   

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

F-3

----

 

**CHINA PHARMA HOLDINGS, INC.**

CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

 

|                                                                 |        |        |        | **For the Years ended December 31,** |        |
|-----------------------------------------------------------------|--------|--------|--------|--------------------------------------|--------|
|                                                                 |        |        |        | **2008**                             |        |  | **2007** |  |
|                                                                 |        |        |        |                                      |        |  |  |  |
| Revenue                                                         |   |   | $      | 50,968,660                           |   | $ | 33,186,324 |   |
| Cost of revenue                                                 |   |   |   | 25,678,239                           |   |   | 17,619,180 |   |
|                                                            |        |        |
| Gross profit                                                    |   |   |   | 25,290,421                           |   |   | 15,567,144 |   |
|                                                            |        |        |
| Operating expenses:                                             |   |   |        |                                      |        |  |  |  |
|    Selling expenses                                   |   |   |   | 2,040,596                            |   |   | 1,436,609 |   |
|    General and administrative expenses                |   |   |   | 1,671,715                            |   |   | 1,139,160 |   |
|    Bad debt expense                                   |   |   |   | 1,847,806                            |   |   | 740,146 |   |
| Total operating expenses                                        |   |   |   | 5,560,117                            |   |   | 3,315,915 |   |
|                                                            |        |        |
| Income from operations                                          |   |   |   | 19,730,304                           |   |   | 12,251,229 |   |
|                                                            |        |        |
| Non-operating income (expenses):                                |   |   |        |                                      |        |  |  |  |
|    Interest income                                    |   |   |   | 45,168                               |   |   | 31,805 |   |
|    Interest expense                                   |   |   |   | (131,027                             | )      |   | (237,398 | ) |
|    Other income (expenses)                            |   |   |   | (103,177                             | )      |   | 611,025 |   |
| Total non-operating income (expense)                            |   |   |   | (189,036                             | )      |   | 405,432 |   |
|                                                                 |        |        |
| Income before income taxes                                      |   |   |   | 19,541,268                           |   |   | 12,656,661 |   |
| Income tax (expense) benefit                                    |   |   |   | (1,707,618                           | )      |   | 162,872 |   |
| Net income                                                      |   |   | $      | 17,833,650                           |   | $ | 12,819,533 |   |
| Comprehensive income - foreign currency translation adjustments |   |   |   | 2,880,314                            |   |   | 2,175,433 |   |
| Comprehensive income                                            |   |   | $      | 20,713,964                           |   | $ | 14,994,966 |   |
|                                                                 |        |        |
| **Earnings Per Share:**                                         |   |   |        |                                      |        |  |  |  |
| **Basic**                                                       |   |   | $      | 0.44                                 |   | $ | 0.35 |   |
| **Diluted**                                                     |   |   | $      | 0.44                                 |   | $ | 0.34 |   |
| **Weighted Average Shares Outstanding:**                        |   |   |        |                                      |        |  |  |  |
| **Basic**                                                       |   |   |   | 40,216,096                           |   |   | 37,009,655 |   |
| **Diluted**                                                     |   |   |   | 40,216,096                           |   |   | 37,259,909 |   |

 

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

F-4

----

 

**CHINA PHARMA HOLDINGS, INC.**

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

 

 

|                                         |        |        |        |                  |        |        |                |        |        |                  |        |        |                   |        |        | **Accumulated**   |        |        |               |        |
|-----------------------------------------|--------|--------|--------|------------------|--------|--------|----------------|--------|--------|------------------|--------|--------|-------------------|--------|--------|-------------------|--------|--------|---------------|--------|
|                                         |        |        |        |                  |        |        |                |        |        | **Additional**   |        |        |                   |        |        | **Other**         |        |        | ****Total**** |        |
|                                         |        |        |        | **Common Stock** |        |        | **Paid-in**    |        |        | ****Retained**** |        |        | **Comprehensive** |        |        | **Stockholders'** |        |
|                                         |        |        |        | **Shares**       |        |        | ****Amount**** |        |        | **Capital**      |        |        | ****Earnings****  |        |        | **Income**        |        |        | **Equity**    |        |
| **Balance, December 31, 2006**          |   |   |   | 34,723,056       |   |   | 34,723         |   |   | 7,764,979        |   |   | 12,386,636        |   |   | 663,871           |   |   | 20,850,209    |   |
| Shares and warrants issued for cash     |   |   |   | 2,505,882        |   |   | 2,506          |   |   | 3,794,677        |   |   | --                |   |   | --                |   |   | 3,797,183     |   |
| Exercise of warrants for cash           |   |   |   | 50,000           |   |   | 50             |   |   | 118,950          |   |   | --                |   |   | --                |   |   | 119,000       |   |
| Net income for the year                 |   |   |   | --               |   |   | --             |   |   | --               |   |   | 12,819,533        |   |   | --                |   |   | 12,819,533    |   |
| Foreign currency translation adjustment |   |   |   | --               |   |   | --             |   |   | --               |   |   | --                |   |   | 2,175,433         |   |   | 2,175,433     |   |
| **Balance, December 31, 2007**          |   |   |   | 37,278,938       |   |   | 37,279         |   |   | 11,678,606       |   |   | 25,206,169        |   |   | 2,839,304         |   |   | 39,761,358    |   |
| Sale of common stock for cash           |   |   |   | 5,000,000        |   |   | 5,000          |   |   | 9,263,938        |   |   | --                |   |   | --                |   |   | 9,268,938     |   |
| Warrants issued for services            |   |   |   | --               |   |   | --             |   |   | 123,794          |   |   | --                |   |   | --                |   |   | 123,794       |   |
| Net income for the year                 |   |   |   | --               |   |   | --             |   |   | --               |   |   | 17,833,650        |   |   | --                |   |   | 17,833,650    |   |
| Foreign currency translation adjustment |   |   |   | --               |   |   | --             |   |   | --               |   |   | --                |   |   | 2,880,314         |   |   | 2,880,314     |   |
| **Balance, December 31, 2008**          |   |   |   | 42,278,938       |   | $      | 42,279         |   | $      | 21,066,338       |   | $      | 43,039,819        |   | $      | 5,719,618         |   | $      | 69,868,054    |   |

 

 

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

 

F-5

----

 

**CHINA PHARMA HOLDINGS, INC.**

CONSOLIDATED STATEMENTS OF CASH FLOWS

|                                                                |        |        |        | **For the Years ended December 31,** |        |
|----------------------------------------------------------------|--------|--------|--------|--------------------------------------|--------|
|                                                                |        |        |        | **2008**                             |        |  | **2007** |  |
|                                                                |        |        |        |                                      |        |  | (Restated) |  |
| **Cash Flows from Operating Activities:**                      |   |   |   |                                      |   |   |  |   |
|    Net income                                   |   |   | $      | 17,833,650                           |   | $ | 12,819,533 |   |
|    Depreciation and amortization                |   |   |   | 719,475                              |   |   | 422,443 |   |
|    Compensation paid with warrants              |   |   |   | 123,794                              |   |   | -- |   |
|    Gain on sale of intangibles                  |   |   |   | --                                   |   |   | (580,922 | ) |
|    Changes in assets and liabilities:           |   |   |        |                                      |        |  |  |  |
|      Trade accounts receivable        |   |   |   | (15,937,676                          | )      |   | (5,413,718 | ) |
|      Other receivables                |   |   |   | 273,086                              |   |   | (32,234 | ) |
|      Advances to suppliers            |   |   |   | (87,978                              | )      |   | (1,881,451 | ) |
|      Inventory                        |   |   |   | 2,243,138                            |   |   | (3,325,681 | ) |
|      Deferred tax assets              |   |   |   | (257,447                             | )      |   | (162,872 | ) |
|      Deferred offering costs          |   |   |   | --                                   |   |   | 60,952 |   |
|      Trade accounts payable           |   |   |   | 720,659                              |   |   | (204,372 | ) |
|      Accrued expenses                 |   |   |   | (219,301                             | )      |   | 73,451 |   |
|      Accrued taxes payable            |   |   |   | 825,119                              |   |   | 126,812 |   |
|      Other payables                   |   |   |   | (48,072                              | )      |   | 20,558 |   |
|      Other payables - related parties |   |   |   | (52,804                              | )      |   | -- |   |
|      Advances from customers          |   |   |   | 407,617                              |   |   | 105,573 |   |
| **Net Cash from Operating Activities**                         |   |   |   | 6,543,260                            |   |   | 2,028,072 |   |
|                                                           |        |        |
| **Cash Flows from Investing Activities:**                      |   |   |        |                                      |        |  |  |  |
|    Purchase of property and equipment           |   |   |   | (199,645                             | )      |   | (51,841 | ) |
|    Construction in progress                     |   |   |   | (4,111,045                           | )      |   | -- |   |
|    Purchase of intangible assets                |   |   |   | (4,184,080                           | )      |   | (2,937,431 | ) |
|    Advances for purchases of intangibles        |   |   |        |                                      |        |  |  |  |
|      property and equipment           |   |   |   | (1,946,479                           | )      |   | 773,906 |   |
|    Proceeds from the sale of intangibles        |   |   |   | --                                   |   |   | 1,509,741 |   |
| **Net Cash from Investing Activities**                         |   |   |   | (10,441,249                          | )      |   | (705,625 | ) |
|                                                           |        |        |
| **Cash Flows from Financing Activities:**                      |   |   |        |                                      |        |  |  |  |
|    Proceeds from sale of common stock           |   |   |   | 9,268,938                            |   |   | 3,797,183 |   |
|    Proceeds from exercise of warrants           |   |   |   | --                                   |   |   | 119,000 |   |
|    Proceeds from short term notes payable       |   |   |   | 2,441,739                            |   |   | 2,586,252 |   |
|    Payments of short term notes payable         |   |   |   | (2,829,545                           | )      |   | (6,705,456 | ) |
| **Net Cash from Financing Activities**                         |   |   |   | 8,881,132                            |   |   | (203,021 | ) |
|                                                           |        |        |
| Effect of Exchange Rate Changes on Cash                        |   |   |   | 113,671                              |   |   | 54,468 |   |
| **Net Change in Cash**                                         |   |   |   | 5,096,814                            |   |   | 1,173,894 |   |
| Cash and Cash Equivalents at Beginning of Period               |   |   |   | 1,830,335                            |   |   | 656,441 |   |
| **Cash and Cash Equivalents at End of Period**                 |   |   | $      | 6,927,149                            |   | $ | 1,830,335 |   |
|                                                           |        |        |
|                                                           |        |        |
| **Supplemental Cash Flow Disclosure:**                         |   |   |        |                                      |        |  |  |  |
|    Cash paid for interest                       |   |   | $      | 131,027                              |   | $ | 160,250 |   |
|    Cash paid for income taxes                   |   |   |   | 1,294,367                            |   |   | -- |   |

 

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

 

F-6

----

**CHINA PHARMA HOLDINGS, INC.**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007**

**NOTE 1 – ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES**

**Organization -** Onny Investment Limited (Onny) was incorporated in the British Virgin Islands on January 12, 2005 and was a development stage enterprise through June 15, 2005. On June 16, 2005, Onny acquired all of the outstanding shares of Hainan Helpson Medical & Biotechnology Co., Ltd, a privately held Chinese joint venture        (Helpson) and emerged from the development stage.

On October 19, 2005, Onny was reorganized as a wholly owned subsidiary of China Pharma Holdings, Inc., formerly TS Electronics, (Company). The reorganization was accomplished by an exchange of Onny's common shares for 25,278,385 shares of the Company's common stock resulting in a 851-for-1 exchange ratio. In addition, the prior Onny convertible        preferred shareholders exchanged their shares for 6,944,611 shares of the Company's common stock resulting in a 694-for-1 exchange ratio. The reorganization of Onny into the Company was recognized as a stock split of the common stock of Onny and the effective issuance by Onny of 2,500,060 shares of the Company's common stock in exchange and the assumption of $4,473 in liabilities. This transaction was accounted for as a reverse acquisition of the Company and was recognized as a        non-monetary exchange.

**Nature of Operations -** Helpson manufactures and markets several Western and Chinese medicines sold mainly to hospitals and private retailers in The People's Republic of China (PRC), through its marketing department located in the Hainan Province. There are also sixteen other offices, with sales representatives in other provinces and        cities throughout the PRC. Helpson's other operating activities include biochemical products, health products, and cosmetics.

**Accounting Estimates -** The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of        the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

**Consolidation and Basis of Presentation -** The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The functional currency of the operating subsidiaries in the PRC is the Chinese Yuan Renminbi (CNY or RMB); however, the accompanying financial        statements have been expressed in United States Dollars (USD). The accompanying consolidated balance sheets have been translated into USD at the exchange rates prevailing at each balance sheet date. The accompanying consolidated statements of operations and comprehensive income have been translated using the average exchange rates prevailing during the periods of each statement. See Note 9.        The accompanying consolidated financial statements include the accounts and operations of the Company and its wholly owned subsidiaries. All significant inter-company balances and transactions have been eliminated in consolidation.

**Fair Value of Financial Instruments** - Based on the borrowing rates currently available to the Company for bank loans with similar terms and average maturities, the carrying amounts of notes payable that were outstanding during the current period approximated fair value because of either the immediate or short-term maturity of these        financial instruments or because the underlying instruments are at interest rates which approximated current market rates.

**Cash and cash equivalents -** Cash and cash equivalents include interest bearing and non-interest bearing bank deposits, money market accounts, and short-term certificates of deposit with original maturities of three months or less. Cash deposits are held at financial institutions in the PRC and are not insured by the FDIC.

**Trade receivables and allowance for doubtful accounts** - Trade receivables are carried at original invoiced amounts less an allowance for doubtful accounts. The allowances for doubtful accounts are calculated based on detailed review of certain individual customer accounts and an estimation of the overall economic conditions affecting the        Company's customer base.

F-7

----

**CHINA PHARMA HOLDINGS, INC.**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007**

The Company reviews a customer's credit history before extending credit. If the financial condition of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. A provision is made against accounts receivable to the extent they are considered unlikely to be collected.        It is common practice in the PRC for receivables to extend beyond one year. Included in trade receivables is approximately $3,383,540 that occurred more than one year from December 31, 2008, but is estimated to still be collectable.

**Inventory** - Inventories are stated at the lower of cost or net realizable value, on an average cost basis. The method of determining inventory costs is used consistently from year to year. Allowance for inventory obsolescence is provided when the market value of certain inventory items are lower than the cost.

**Valuation of Long-lived Assets** - The carrying values of the Company's long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that they may not be recoverable. When such an event occurs, the Company projects the undiscounted cash flows to be generated from the use of the asset and its        eventual disposition over the remaining life of the asset. If projections were to indicate that the carrying value of the long-lived asset will not be recovered, the carrying value of the long-lived asset is reduced by the estimated excess of the carrying value over the projected discounted cash flows. There were no such impairments at December 31, 2008.

**Property and Equipment** - Property and equipment are stated at cost. Maintenance and repairs are charged to expense as incurred and major improvements are capitalized. Gains or losses on sales or retirements are included in the statement of operations in the period of disposition.

**Intangible Assets** - Acquisition costs on patents, trademarks, licenses, techniques, formulas and other intangibles are capitalized and amortized using the straight-line method over their useful lives. For those intangible assets, such as patents, with legal protection over a period, their useful life is the protected period. Others that        do not have legal protection periods are amortized generally over 5 to 10 years. The Company does not capitalize internally generated intangible assets. The Company's intangible assets consist of techniques (formulas and manufacturing processes) for medicines.

**Advances to Suppliers and Advances from Customers** - The Company, as is the common practice in the PRC, will often pay advanced payments to suppliers for materials and receive from customers advances for finished products. As of December 31, 2008 and 2007, the advances to suppliers were $3,031,694 and $2,757,320, respectively, and the        advances from customers were $693,178 and $261,583, respectively.

**Advances for Purchases of Intangible Assets** - The Company has made advances to third parties for the purchase of established drug formulas. As of December 31, 2008 and 2007, the amounts were $2,838,679 and $807,345, respectively.

**Revenue Recognition** - The Company recognizes revenue when it is realized and earned. The Company considers revenue realized or realizable and earned when (1) it has persuasive evidence of an arrangement, (2) delivery has occurred, (3) the sales price is fixed or determinable, and (4) collectability is reasonably assured. Delivery does not        occur until products have been shipped to the client, risk of loss has transferred to the client and client acceptance has been obtained, client acceptance provisions have lapsed, or the Company has objective evidence that the criteria specified in client acceptance provisions have been satisfied. The sales price is not considered to be fixed or determinable until all contingencies related to the sale have been resolved.

**Cost of Revenues** - Cost of revenues includes wages, materials, handling charges, and other expenses associated with the manufacture and delivery of product.

**Research and Development** - Research and development expenditures are recorded as expenses in the period in which they occur.

F-8

----

****CHINA PHARMA HOLDINGS, INC.****

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007**

**Retirement Benefit Plans**- The Company contributes to various employee retirement benefit plans organized by provincial governments under which it is required to make monthly contributions at rates prescribed by the provincial governments. The        provincial governments undertake to assume the retirement benefit obligations of all existing and future retired employees of the Company. Contributions to these plans are charged to expense as incurred.

**Advertising Costs** - Advertising costs are expensed when incurred. Total advertising expense for the years ended December 31, 2008 and 2007 were $46,321 and $10,393, respectively.

**Basic and Diluted Earnings per Common Share -** Basic and diluted earnings per common share are computed by dividing net income by the weighted-average number of common shares outstanding. As of December 31, 2008 and 2007 potentially dilutive securities includes warrants outstanding to purchase a total of 2,969,607 and 1,202,941 shares of        Company common stock at exercise prices ranging from $2.38 to $3.60 per share. These potentially issuable shares were not included in the compensation of diluted earnings per share as their effect would be anti-dilutive. The following table is a reconciliation of the numerators and denominators used in the calculation of basic and diluted earnings per share and the weighted-average common shares outstanding, respectively:

|                                        |        |        |        | **For the Years ended December 31,** |
|----------------------------------------|--------|--------|--------|--------------------------------------|
|                                        |        |        |        | **2008**                             |  |  | **2007** |
|                                   |        |        |        |                                      |  |  |  |
| Net income                             |   |   | $      | 17,833,650                           |   | $ | 12,819,533 |
| Basic weighted-average common shares   |   |   |        |                                      |  |  |  |
| outstanding                            |   |   |   | 40,216,096                           |   |   | 37,009,655 |
| Effect of dilutive securities:         |   |   |        |                                      |  |  |  |
| Warrants                               |   |   |   | --                                   |   |   | 250,254 |
| Diluted weighted-average common shares |   |   |        |                                      |  |  |  |
| outstanding                            |   |   |   | 40,216,096                           |   |   | 37,259,909 |
| Basic earnings per share               |   |   | $      | 0 44                                 |   | $ | 0 35 |
| Diluted earnings per share             |   |   | $      | 0 44                                 |   | $ | 0 34 |

**Credit Risk**- The carrying amounts of accounts receivable included in the balance sheet represent the Company's exposure to credit risk in relation to its financial assets. No other financial assets carry a significant exposure to credit risk. The Company performs ongoing credit        evaluations of each customer's financial condition. It maintains allowances for doubtful accounts and such allowances in the aggregate have not exceeded management's estimations.

The Company has its cash in bank deposits primarily at state owned banks located in the PRC. Historically, deposits in PRC banks have been secure due to the state policy on protecting depositors’ interests. The PRC promulgated a new Bankruptcy Law in August 2006, which came into effect on June 1, 2007, which contains provisions for        the implementation of measures for the bankruptcy of PRC banks. In the event that bankruptcy laws are enacted for banks in the PRC, the Company’s deposits may be at a higher risk of loss.

**Interest Rate Risk**- The Company is exposed to the risk arising from changing interest rates, which may affect the ability of repayment of existing debts and viability of securing future debt instruments within the PRC.

**Recently Enacted Accounting Standards**- In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157,*Fair Value Measurements*, which        defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 was effective for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. In February 2008, the FASB issued FASB Staff Position (FSP FIN) No. 157-2 which extended the effective date for certain nonfinancial assets and nonfinancial liabilities to fiscal years        beginning after November 15, 2008. The adoption of the portions of SFAS No. 157 that were not postponed by (FSP FIN) No. 157-2 did not have an effect on our consolidated financial statements. The Company does not expect the adoption of the postponed portions of SFAS No. 157 to have a material impact on our consolidated financial statements.

F-9

----

**CHINA PHARMA HOLDINGS, INC.**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007**

In December 2007, the FASB issued SFAS No. 141(R),*Business Combinations*, and SFAS No. 160,*Noncontrolling Interests in Consolidated Financial Statements.*SFAS No. 141(R) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. SFAS No. 160 clarifies that a non-controlling interest in a subsidiary should be reported as equity in the consolidated financial statements,        consolidated net income shall be adjusted to include the net income attributed to the non-controlling interest and consolidated comprehensive income shall be adjusted to include the comprehensive income attributed to the non-controlling interest. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS No. 141(R) and SFAS No. 160 are effective for financial statements issued for fiscal years beginning after        December 15, 2008. Early adoption is prohibited. SFAS No. 141(R) and SFAS No. 160 are not expected to have a material impact on our results of operations or financial position.

In April 2008, the FASB issued FSP FAS 142-3,*Determination of the Useful Life of Intangible Assets*(FSB FAS 142-3*)*. FSP FAS 142-3 amends the        factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142,*Goodwill and Other Intangible Assets*. The intent of this FSP is to improve the consistency between the useful life of a recognized intangible asset under FAS 142 and the period of expected cash flows used to        measure the fair value of the asset under SFAS No. 141(R) and other generally accepted accounting principles. FSP FAS 142-3 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2008. The Company does not expect the adoption of FSP FAS 142-3 to have a material impact on our consolidated financial statements.

In May 2008, the FASB issued SFAS 162,*The Hierarchy of Generally Accepted Accounting Principles*.  SFAS No. 162 identifies the sources of accounting principles and provides entities with a framework for selecting the        principles used in preparation of financial statements that are presented in conformity with GAAP.  The current GAAP hierarchy has been criticized because it is directed to the auditor rather than the entity, it is complex, and it ranks FASB Statements of Financial Accounting Concepts, which are subject to the same level of due process as FASB Statements of Financial Accounting Standards, below industry practices that are widely recognized as generally accepted but that are        not subject to due process.  The Board believes the GAAP hierarchy should be directed to entities because it is the entity (not its auditors) that is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP.  The adoption of FASB 162 is not expected to have a material impact on the Company’s financial statements.

In October 2008, the FASB issued FSP FAS 157-3*Determining Fair Value of a Financial Asset in a Market That Is Not Active*(FSP FAS 157-3). FSP FAS 157-3 clarified the application of SFAS No. 157 in an inactive market. It demonstrated        how the fair value of a financial asset is determined when the market for that financial asset is inactive. FSP FAS 157-3 was effective upon issuance, including prior periods for which financial statements had not been issued. The adoption of FSP FAS 157-3 is not expected to have a material impact on the Company’s financial statements.

In December 2008, the FASB issued FASB Staff Position FAS 140-4 and FIN 46(R)-8,*Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities*("FSP FAS 140-4 and FIN        46(R)-8"). FSP FAS 140-4 and FIN 46(R)-8 amends SFAS 140,*Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities*and FIN 46(R),*FASB Interpretation No. 46 (R), Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No.        51*, to require public entities to provide additional disclosures about transfers of financial assets and their involvement with variable interest entities. FSP FAS 140-4 and FIN 46(R)-8 is effective for the first interim or annual reporting period ending after December 15, 2008. The adoption of FSP FAS 140-4 and FIN 46(R)-8 is not expected to have a material impact on the Company’s financial statements.

**Reclassification**– Certain 2007 amounts have been reclassified to conform to the 2008 presentation. The reclassification had no effect on the previously reported net income.

F-10

----

**CHINA PHARMA HOLDINGS, INC.**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007**

**Restatement of Financial Statements**   – Subsequent to March 2008, the Company realized that the December 31, 2007 consolidated financial statements needed to be revised to correct an overstatement of advances paid to suppliers in amount of $724,628, an overstatement of other receivables in amount of $82,717, and an        understatement of advance for purchase of intangible assets in the amount of $807,345. The Company concluded that advances made for purchase of intangible assets should be treated as a long-term asset. This correction was not considered material in accordance with Staff Accounting Bulletin No. 108 for the year ended December 31, 2007 but is considered significant. As a result, the Company corrected the financial statements for December 31, 2007. The corrected consolidated balance sheet        is included in these financial statements. The correction of the December 31, 2007 financial statements had no effect on the previously reported net income. The effect of the restatement was as follows:

|                                                        |        |        |        | **Reported** |        |        | **Restatement** |        |        | **As Restated** |
|--------------------------------------------------------|--------|--------|--------|--------------|--------|--------|-----------------|--------|--------|-----------------|
| **Consolidated Balance Sheet as of December 31, 2007** |   |   |   |              |   |   |                 |   |   |                 |
| Other receivables                                      |   |   | $      | 496,313      |   | $      | (82,717         | )      | $      | 413,596         |
| Advances to suppliers                                  |   |   |   | 3,481,948    |   |   | (724,628        | )      |   | 2,757,320       |
| **Total Current Assets**                               |   |   |   | 39,017,852   |   |   | (807,345        | )      |   | 38,210,507      |
| **Advances for purchase of intangible assets**         |   |   |   | --           |   |   | 807,345         |   |   | 807,345         |
| **TOTAL ASSETS**                                       |   |   | $      | 43,706,320   |   | $      | -               |   | $      | 43,706,320      |
|                                                   |        |        |        |
| **Consolidated Statement of Cash Flows**               |   |   |        |              |        |        |                 |        |        |                 |
| **For the year ended December 31, 2007**               |   |   |        |              |        |        |                 |        |        |                 |
| Other receivables                                      |   |   | $      | (111,660     | )      | $      | 79,426          |   | $      | (32,234         |
| Advances to suppliers                                  |   |   |   | (1,028,119   | )      |   | (853,332        | )      |   | (1,881,451      |
| **Net Cash provided by Operating Activities**          |   |   |   | 2,801,978    |   |   | (773,906        | )      |   | 2,028,072       |
| Advance for purchase of intangible assets              |   |   |   | --           |   |   | 773,906         |   |   | 773,906         |
| **Net Cash used in Investing Activities**              |   |   |   | (1,479,531   | )      |   | 773,906         |   |   | (705,625        |
| **Net Change in Cash**                                 |   |   | $      | 1,173,894    |   | $      | -               |   | $      | 1,173,894       |

**NOTE 2 - INVENTORY**

Inventory consisted of the following:

|                                  |        |        |        | **December 31,** |        |
|----------------------------------|--------|--------|--------|------------------|--------|
|                                  |        |        |        | **2008**         |        |  | **2007** |  |
| Raw materials                    |   |   | $      | 10,836,039       |   | $ | 12,521,536 |   |
| Work in process                  |   |   |   | 111,867          |   |   | 60,404 |   |
| Finished goods                   |   |   |   | 2,191,844        |   |   | 1,866,831 |   |
| **   Total Inventory** |   |   | $      | 13,139,750       |   | $ | 14,448,771 |   |

**NOTE 3 - PROPERTY AND EQUIPMENT**

Property and equipment consisted of the following at December 31, 2008 and 2007:

F-11

----

**CHINA PHARMA HOLDINGS, INC.**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007**

|                                 |        |        |        | **December 31,** |        |
|---------------------------------|--------|--------|--------|------------------|--------|
|                                 |        |        |        | **2008**         |        |  | **2007** |  |
| Permit of land use              |   |   | $      | 410,942          |   | $ | 385,102 |   |
| Building                        |   |   |   | 1,871,206        |   |   | 1,753,547 |   |
| Plant, machinery and equipment  |   |   |   | 1,497,004        |   |   | 1,341,996 |   |
| Motor vehicle                   |   |   |   | 135,204          |   |   | 37,193 |   |
| Office equipment                |   |   |   | 106,918          |   |   | 88,210 |   |
| Construction in progress        |   |   |   | 4,200,361        |   |   | 22,970 |   |
|    **Total**          |   |   |   | 8,221,635        |   |   | 3,629,018 |   |
| Less: accumulated depreciation  |   |   |   | (1,483,267       | )      |   | (1,003,802 | ) |
| **Property and Equipment, net** |   |   | $      | 6,738,368        |   | $ | 2,625,216 |   |

Construction in progress included the cost ofimprovements to existing facilities forproduct lineexpansionand the cost of new        equipment to be installed at December 31, 2008 and 2007, respectively. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets as follows:

| Asset                          |        |        | Life - years |        |        |
|--------------------------------|--------|--------|--------------|--------|--------|
|                                |        |        |              |        |        |
| Permit of land use             |   |   | 40 - 70      |   |   |
| Building                       |   |   | 20 - 35      |   |   |
| Plant, machinery and equipment |   |   | 10           |   |   |
| Motor vehicle                  |   |   | 5 - 10       |   |   |
| Office equipment               |   |   | 5            |   |   |

For the years ended December 31, 2008 and 2007, depreciation expense was $434,782 and $327,921, respectively.

**NOTE 4 - INTANGIBLE ASSETS**

Intangible assets represent the costs on patents, trademarks, licenses, techniques and formulas. Intangible assets have a weighted-average remaining useful life of approximately 9.3 years. Amortization of intangible assets was $284,693 and $94,522 for the years ended December 31, 2008 and 2007, respectively.

F-12

----

**CHINA PHARMA HOLDINGS, INC.**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007**

The estimated aggregate amortization expense for the next five years follows:

| Year       |   |   |   | Amount    |   |
|------------|--------|--------|--------|-----------|--------|
| 2009       |   |   | $      | 611,886   |   |
| 2010       |   |   |   | 609,283   |   |
| 2011       |   |   |   | 605,321   |   |
| 2012       |   |   |   | 605,321   |   |
| 2013       |   |   |   | 605,321   |   |
| Thereafter |   |   |   | 3,125,417 |   |
| **Total**  |   |   | $      | 6,162,549 |   |

**NOTE 5 - DEBT**

**Short Term Notes Payable –**On July 13, 2007, the Company entered into a new line of credit with the bank collateralized by certain land use rights, machinery and equipment. The outstanding advance made under the line of credit was $2,324,278 at December 31, 2007. The line of        credit was renewed during the first quarter of 2008 with due dates of August and September of 2008 with interest payable monthly at the rate of 7.84%.

On December 24, 2008 the Company entered into a new line of credit with the bank collateralized by certain land use rights, buildings, machinery and equipment. The outstanding advance made under the line of credit was $2,480,231 at December 31, 2008 bears interest at a rate of 6.372% and matures on November 23, 2009.

**Short Term Notes Payable to Former Shareholders**- In January 2006, the Company converted its dividend payable of $4,402,147 into short-term notes bearing interest at a rate of 2.25% per annum. The final principal balance of $369,150 was paid in January, 2008. The accrued interest of        $213,545 was paid during the second quarter of 2008.

**NOTE 6 - INCOME TAXES**

The Company accounts for its income taxes in accordance with SFAS No. 109, which requires recognition of deferred tax assets and liabilities and their respective tax bases and any tax credit carry forwards available. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in        which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Undistributed earnings of the Company’s foreign subsidiary since acquisition amounted to approximately $40.8 million at December 31, 2008. Those earnings, as well as the investment in the subsidiaries of approximately $17 million are considered to be indefinitely reinvested and, accordingly, no U.S. federal and state income taxes have        been provided thereon. Upon distribution of those earnings in the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits) and withholding taxes payable to the PRC. Determination of the amount of unrecognized deferred U.S. income tax liability is not practical because of the complexities associated with its hypothetical calculation; however, unrecognized foreign tax credits may be available to reduce a        portion of the U.S. tax liability.

On March 16, 2007, the National People’s Congress of China passed the new Enterprise Income Tax Law, (EIT Law), and on December 6, 2007, the State Council of China issued the Implementation Regulations for the EIT Law which took effect on January 1, 2008. The EIT Law and Implementation Regulations Rules impose a unified EIT of 25.0%        on all domestic-invested enterprises and Foreign Invested Entities, or FIEs, unless they qualify under certain limited exceptions.

F-13

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**CHINA PHARMA HOLDINGS, INC.**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007**

 

The Company is located in a special region, which had a 15% corporate income tax rate before the new EIT Law. The new EIT Law abolished the preferential corporate income tax rate in the special region. However, because the Company was in existence prior to the March 16, 2007 China tax law change, it will gradually transition to the new 25% tax        rate over the next five years starting on January 1, 2008. The phase-in income tax rate is 18% for 2008, 20% for 2009, 22% for 2010, 24% for 2011, and 25% for 2012 and after. Also, the Company is permitted to use their remaining tax holiday, so they will continue to have a favorable income tax rate of 50% in effect during fiscal 2008 through 2010 as determined by the PRC government and the regional tax authorities.

As a result of the above changes, the Company’s enterprise income tax rates are as follows:

|                |        |        |        | **Enterprise Income** |
|----------------|--------|--------|--------|-----------------------|
| **Year**       |   |   |   | **Tax Rate**          |
| 2008           |   |   |        | 9%                    |
| 2009           |   |   |   | 10%                   |
| 2010           |   |   |   | 11%                   |
| 2011           |   |   |   | 24%                   |
| 2012 and after |   |   |   | 25%                   |

During 2007, according to federal law in the PRC, enterprises with foreign investment and foreign enterprises doing business in the PRC were generally subject to federal enterprise income tax at a rate of 30%. However, because the Company is located in a special region, it had a 15% corporate income tax rate and had been granted a “tax        holiday” during which it paid no income taxes through December 31, 2007.

Income tax expense is comprised of the following:

|                                        |        |        |        | Year Ended December 31, |        |
|----------------------------------------|--------|--------|--------|-------------------------|--------|
|                                        |        |        |        | 2008                    |        |  | 2007 |  |
| Current                                |   |   | $      | 1,965,065               |   | $ | - |   |
| Deferred                               |   |   |   | (257,447                | )      |   | (162,872 | ) |
| **Total income tax expense (benefit)** |   |   | $      | 1,707,618               |   | $ | (162,872 | ) |

Following is a reconciliation of income taxes calculated at the federal statutory rates to actual income tax expense:

|                                                        |        |        |        | December 31, |        |
|--------------------------------------------------------|--------|--------|--------|--------------|--------|
|                                                        |        |        |        | 2008         |        |  | 2007 |  |
| Tax at statutory rate of 25% for 2008 and 33% for 2007 |   |   | $      | 4,977,091    |   | $ | 4,176,698 |   |
| Non-taxable income                                     |   |   |   | (746         | )      |   | -- |   |
| Change in temporary differences                        |   |   |   | (193,399     | )      |   | -- |   |
| Effect of lower foreign tax rates                      |   |   |   | (3,075,328   | )      |   | (4,339,570 | ) |
| **Deferred income tax (benefit)**                      |   |   | $      | 1,707,618    |   | $ | (162,872 | ) |

 

F-14

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**CHINA PHARMA HOLDINGS, INC.**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007**

 

The temporary differences which give rise to the deferred income tax asset are as follows:

 

|                                             |        |        |        | December 31, |
|---------------------------------------------|--------|--------|--------|--------------|
|                                             |        |        |        | 2008         |  |  | 2007 |
| Allowance for doubtful trade receivables    |   |   | $      | 447,417      |   | $ | 183,586 |
| Allowance for doubtful other receivables    |   |   |   | 5,425        |   |   | 3,923 |
| Expenses not deductible in the current year |   |   |   | 8,754        |   |   | -- |
| Total deferred income tax assets            |   |   |   | 461,596      |   |   | 187,509 |
| Valuation allowance                         |   |   |   | --           |   |   | -- |
| **Net deferred income tax asset**           |   |   | $      | 461,596      |   | $ | 187,509 |

The Company has also incurred various other taxes, comprised primarily of business taxes, value-added taxes, urban construction taxes, education surcharges and others. Any unpaid amounts are reflected on the balance sheets as accrued taxes payable.

**NOTE 7 - STOCKHOLDERS' EQUITY**

On May 30, 2008 the Company completed an offering of Units priced at $2.00 per Unit consisting of one share of Company common stock and a three-year warrant to purchase one-fourth of one share of Company common stock at an exercise price of $2.80 per share. The Company issued 5,000,000 shares of common stock and three-year warrants to purchase        1,250,000 shares of common stock to 17 accredited investors for gross proceeds of $10,000,000. The net proceeds, after deduction of related offering expenses of $731,062, amounted to $9,268,938. In addition, the placement agent in the transaction was issued three-year warrants to purchase 300,000 shares of common stock at an exercise price of $2.98 per share. The proceeds were allocated to the warrants issued to the investors and the placement agent based upon their fair values of        $1,090,342 and $249,366, respectively and the balance of the proceeds of $8,221,449 was allocated to the shares of common stock. The fair value of the warrants, determined using the Black-Scholes Option Pricing Model, was calculated using the following assumptions: risk free interest rate of 2.93%, expected dividend yield of 0%, expected volatility of 62.9% and an expected life of 3 years.                 The common shares and the shares underlying the warrants have registration rights, and the Company was required to file a registration statement including said shares with the Securities and Exchange Commission. In the event that the Company did not file a registration statement within 45 days of the closing date of the offering, or the registration statement is not declared effective within the 90 or 120 day time periods from the closing date as defined in the registration rights        agreement, or if the Company fails to keep the registration statement effective, the Company will be required to pay a penalty to each investor equal to one percent (1%) of the purchase price for each 30 day period. The Company filed a registration statement with the Securities and Exchange Commission on July 11, 2008 and it was declared effective August 12, 2008. The Company has not accrued any penalty under the registration rights agreement but will evaluate any liability related to        the effectiveness of the registration statement at the end of each reporting period.         

On June 24, 2008, the Company issued three-year warrants to purchase 75,000 shares of Company common stock at $2.80 per share and three-year warrants to purchase 75,000 shares of the Company's common stock at $3.60 per share to a vendor valued at $90,487. The value was recorded as general and administrative expense in the accompanying financial        statements as of the date of issuance.                 Also on June 24, 2008, the Company issued three-year warrants to purchase 25,000 shares of Company common stock at $3.00 per share and three-year warrants to purchase 25,000 shares of the Company's common stock at $3.50 per share to a vendor valued at $29,554. The value was recorded as general and administrative expense in the accompanying financial statements as of the date of issuance.

F-15

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**CHINA PHARMA HOLDINGS, INC.**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007** 

        On December 24, 2008, the Company issued three-year warrants to purchase 8,333 shares of Company common stock at $3.00 per share and three-year warrants to purchase 8,333 shares of the Company common stock at $3.50 per share to a vendor valued at $3,752. The value was recorded as general and administrative expense in the accompanying financial statements as of the date of issuance.                 The fair values of the warrants issued on June 24 and December 24, 2008 determined using the Black-Scholes Option Pricing Model, were calculated using the following assumptions: risk free interest rate of 1.14% - 3.14%, expected dividend yield of 0%, expected volatility of 61.3% - 65.4% and an expected life of 3 years. The exercise price of the warrants exceeded the market price of the stock on the dates of grant.

On February 1, 2007 the Company completed an offering of units priced at $1.70 per unit consisting of one share of Company common stock and a warrant to purchase one-half of a share of Company common stock at an exercise price of $2.38 per share which expire on January 29, 2010. The Company received gross proceeds in the aggregate amount of        $4,259,900. The net proceeds, after deduction of related offering expenses of $462,717 amounted to $3,797,183. The Company issued an aggregate of 2,505,882 shares of common stock and issued three-year warrants to purchase an aggregate of 1,252,941 shares of Company's common stock to 17 accredited investors. The proceeds were allocated to the warrants based upon their fair value or $2,010,219, and the balance of the proceeds was allocated to the shares of common stock. The fair value of        the warrants, determined using the Black-Scholes Option Pricing Model, was calculated using the following assumptions: risk free interest rate of 4.80%, expected dividend yield of 0%, expected volatility of 124.39% and an expected life of 3 years.

The common shares and the shares underlying the warrants have registration rights and, accordingly a registration statement was filed with the Securities Exchange Commission on March 30, 2007 within the 60 day period prescribed by the registration rights agreement. The registration statement was declared effective on May 4, 2007.

In December 2007, the Company received proceeds of $119,000 upon the exercise of warrants to purchase 50,000 shares of common stock. The remaining 1,202,941 warrants issued in conjunction with the offering have not been exercised at December 31, 2007 or 2008.

**NOTE 8 - TRANSFERS OF TECHNOLOGY**

During 2007, the Company entered into agreements to sell certain pharmaceutical formulas in the research and development stage in two separate transactions to third parties for an aggregate sales price of $1,509,741 which is recorded as other income, net of transfer (sales) tax of $75,487, which has been recorded as part of general and        administrative expenses and $853,332 of cost in the accompanying statement of operations and comprehensive income for the year ended December 31, 2007.

**NOTE 9 - CONTINGENCIES**

**Economic environment -** Significantly all of the Company's operations are conducted in the PRC, and therefore the Company is subject to special considerations and significant risks not typically associated with companies operating in the United States of America. These risks include, among others, the political, economic and legal        environments and fluctuations in the foreign currency exchange rate. The Company's results from operations may be adversely affected by changes in the political and social conditions in the PRC, and 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. The unfavorable changes in global macroeconomic factors may also adversely affect the        Company’s operations.

In addition, all of the Company's revenue is denominated in the PRC's currency of Renminbi (RMB), which must be converted into other currencies before remittance out of the PRC. Both the conversion of RMB into foreign currencies and the remittance of foreign currencies abroad require approval of the PRC government.

F-16

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**CHINA PHARMA HOLDINGS, INC.**

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007**

**NOTE 10 - RELATED PARTY TRANSACTIONS**                 On April 25, 2005 a dividend of $4,154,041 (adjusted for foreign currency translations as of the balance sheet dates) was declared to the former shareholders of Helpson which was not paid at December 31, 2005 and was subsequently converted to demand notes bearing interest at 2.25% according to the terms of the dividend. The Company paid these notes and the related accrued interest as discussed in Note 5. At December 31, 2008, the Company had other payable due to a shareholder in amount        of $75,741 for expenses paid by the shareholder on behalf of the Company.

**NOTE 11 – CONCENTRATIONS**                 For the year ended December 31, 2008, two customers accounted for 14% and 10% of sales, respectively. For the year ended December 31, 2007, three customers accounted for 21%, 20% and 12% of sales, respectively. At December 31, 2007, two customers accounted for 20% and 11% of accounts receivable, respectively. For the year ended December 31, 2008 purchases from three suppliers accounted for 27%, 26% and 19% of raw material purchases, respectively. For the year ended December 31, 2007,        purchases from three suppliers made up 17%, 17% and 11% of raw material purchases, respectively.

F-17