UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





Form
10-K/A


Amendment
No. 3





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


For
the fiscal year ended October 31, 2008


OR


o
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For the
transition period from_____________ to _____________.





Commission
file number 0-24512





RENHUANG
PHARMACEUTICALS, INC.


(Exact
name of registrant as specified in its charter)





Nevada
            88-1273503(State
      or other jurisdiction of
            (I.R.S.
      Employerincorporation
      or organization)
            Identification
      No.)No.
      218, Taiping, Taiping DistrictHarbin,
      Heilongjiang Province,P.R.
      China
            100016(Address
      of principal executive offices)
            (Zip
      Code)





Registrant’s
telephone number, including area code +86-451-5762-0378





Securities
registered pursuant to Section 12(b) of the Act: None





Securities
registered pursuant to Section 12(g) of the Act:





Common
Stock, par value $0.001


(Title of
class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes  oNo  x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act. Yes  oNo  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  xNo  o
  Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (229.405 of this
chapter) during the preceeding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes oNo 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. o


1




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





Large
      accelerated filer
            Accelerated
      filerNon-accelerated
      filer
            Smaller
      reporting company x(Do
      not check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes  oNo  x





Aggregate
market value of the voting stock held by non-affiliates: $14,228,511 as based on
sales price of $0.825 per share of such stock on April 30, 2008. The voting
stock held by non-affiliates on that date consisted of 17,246,680 shares of
common stock.





As of
November 23, 2009, there were 37,239,536 shares of common stock, par value
$0.001, issued and outstanding.





2


This
Amendment No. 3 relates to Amendment No. 2 and includes certifications by the
Principal  Executive Officer and Principal Financial
Officer.








Item
15. Exhibits and Financial Statement Schedules





Exhibits


The
following exhibits are filed as a part of this Annual Report.





Exhibit
              No.
            
            Description31.1
            
            Certification
      of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14(a), as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      200231.2
            
            Certification
      of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14(a), as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002











SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.





Renhuang
      Pharmaceuticals, Inc.Dated:
      February 25, 2010
            
            /s/
      Li ShaomingBy:
            Li
      ShaomingChairman,
      President andChief
      Executive OfficerDated:
      February 25, 2010
            
            /s/
      Yan Yi ChenBy:
            Yan
      Yi ChenChief
      Financial Officer





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