8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

First Amended

Form 8-K/A

Current Report

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 15, 2007

Renhuang Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation)	O-24512 (Commission File Number)	88-1273503 (I.R.S. Employer Identification No.)
No. 281, Taiping Road, Taiping District, Harbin, Heilongjiang Province, 150050 P. R. China (Address of principal executive offices) (zip code)
86-451-5762-0378 (Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 4 - Matters Related to Accountants and Financial Statements

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

In August 2007, during a review of our consolidated financial statements for the quarter ended July 31, 2007, our management became aware that our previously reported unaudited consolidated financial statements filed with its originally-filed Quarterly Reports on Form 10-Qs for the periods ended January 31, 2007 and April 30, 2007, did not properly accrue certain sales rebate payables. The consolidated financial statements properly recorded revenues from its sales, but did not properly account for certain rebates some of its customers were entitled to receive after the sales.

On or about September 15, 2007, our management and our Board of Directors, in conjunction with approving our consolidated financial statements for the period ended July 31, 2007, determined that the failure to properly accrue certain sales rebates would have a material impact on our consolidated financial statements and that as a result we needed to amend our Quarterly Reports on Form 10-Q for the quarters ended January 31, 2007 and April 30, 2007, including restating our consolidated financial statements. These Quarterly Reports were originally filed with the Commission on March 19, 2007 and June 14, 2007, respectively.

The revisions to our consolidated financial statements relate to our failure to properly accrue for certain sales rebates we offer on our products. As a result, the primary revisions to our consolidated financial statements for these periods show an increase in our current liabilities and a decrease in our sales and net income. The restated amounts for both affected quarters are attached hereto as exhibits. Since this error was discovered during our review of our consolidated financial statements for the quarter ended July 31, 2007, all quarters starting with and subsequent to the quarter ended July 31, 2007 have the sales rebates properly accounted for in the consolidated financial statements. For the year ended October 31, 2006, and for prior periods, the sales rebates were properly accounted for in our consolidated financial statements. The error occurred in our consolidated financial statements for the periods ended January 31, 2007 and April 30, 2007.

Our authorized officers have discussed the matters disclosed in this filing with our independent registered public accounting firm. We anticipate that the amended Quarterly Reports on Form 10-Q/A with the restated consolidated financial statements for the effected periods will be filed with the Securities and Exchange Commission on or about July 28, 2008..

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Restatements to the Consolidated Financial Statements for the Quarter Ended January 31, 2007
99.2	Restatements to the Consolidated Financial Statements for the Quarter Ended April 30, 2007

1

SIGNATURES

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

Dated: July 28, 2008	Renhuang Pharmaceuticals, Inc.,
	a Nevada corporation
	/s/	Shaoming Li
	By:	Shaoming Li
	Its:	Chief Executive Officer

2

EX-99.1

EXHIBIT 99.1

RESTATEMENT FOR QUARTER ENDED JANUARY 31, 2007

The Company has restated its previously issued consolidated financial statements for the quarter ended January 31, 2007 and for the quarter ended April 30, 2007. During the review for the quarter ended July 31, 2007, the Company discovered an accounting error occurring in the filed financial statements for the quarter ended January 31, 2007 and for the quarter ended April 30, 2007. Certain amounts of sales rebate payable were not accrued from sales.

The following table summarizes the impact of the restatement adjustments on the consolidated balance sheet as of January 31, 2007:

	As of January 31, 2007
	As Previously Reported		Total Adjustments			As Restated
CURRENT ASSETS
Cash and cash equivalents	$	2,786,802				$	2,786,802
Accounts receivable, net		10,614,644					10,614,644
Inventories		1,629,150					1,629,150
Prepayments		434,812					434,812
Other receivables, net		1,513					1,513
Deferred expenses		117,336					117,336
TOTAL CURRENT ASSETS		15,584,257					15,584,257
PROPERTY, PLANT AND EQUIPMENT, NET		2,639,300					2,639,300
CONSTRUCTION IN PROGRESS		151,718					151,718
TOTAL ASSETS	$	18,375,275				$	18,375,275
CURRENT LIABILITIES
Accounts payables and accruals
- due to related parties	$	--				$	--
- due to third parties		619,917					619,917
Other payables
- due to related parties		135,003					135,003
- due to third parties		1,331,295		1,071,462			2,402,757
TOTAL CURRENT LIABILITIES		2,086,215		1,071,462			3,157,677
TOTAL LIABILITIES		2,086,215		1,071,462			3,157,677
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Common Stock - Authorized common shares 100,000,000, outstanding number of shares 35,000,181 at par value of 0.001; authorized preferred shares 1,000,000		35,000					35,000
Additional Paid-in capital		6,310,822					6,310,822
Reserves		1,610,192					1,610,192
Retained earnings		8,110,203		(1,063,593	)		7,046,610
Accumulated other comprehensive income		222,843		(7,869	)		214,974
TOTAL STOCKHOLDERS' EQUITY		16,289,060		(1,071,462	)		15,217,598
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	18,375,275				$	18,375,275

1

The following table summarizes the impact of the restatement adjustments on the consolidated statement of operations for the three months ended January 31, 2007:

	Three Months Ended January 31, 2007
	As Previously Reported			Total Adjustments			As Restated
SALES	$	10,567,586		$	(1,063,593	)	$	9,503,993
COST OF SALES		(4,572,936	)					(4,572,936	)
GROSS PROFIT		5,994,650			(1,063,593	)		4,931,057
SELLING AND DISTRIBUTION EXPENSES		(105,575	)					(105,575	)
ADVERTISING		(9,149	)					(9,149	)
GENERAL AND ADMINISTRATIVE EXPENSES		(319,785	)					(319,785	)
DEPRECIATION AND AMORTIZATION		(68,294	)					(68,294	)
INCOME FROM OPERATIONS		5,491,847			(1,063,593	)		4,428,254
OTHER INCOME		3,347						3,347
OTHER EXPENSES		(13	)					(13	)
INCOME BEFORE INCOME TAXES		5,495,181			(1,063,593	)		4,431,588
INCOME TAXES		--						--
NET INCOME		5,495,181			(1,063,593	)		4,431,588
NET INCOME PER COMMON SHARE BASIC AND FULLY DILUTED		0.157			(0.030	)		0.127

2

The following table summarizes the impact of the restatement adjustments on the consolidated statement of cash flows for the three months ended January 31, 2007:

	Three Months Ended January 31, 2007
	As Previously Reported			Total Adjustments			As Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	5,495,181		$	(1,063,593	)	$	4,431,588
Adjustments to reconcile net income to net cash from
operating activities :
Depreciation and amortization		68,294						68,294
Changes in operating assets and liabilities:
Accounts receivable, net		(3,048,548	)					(3,048,548	)
Inventories		(1,007,006	)					(1,007,006	)
Prepayments		(332,339	)					(332,339	)
Other receivables, net		1,142,321						1,142,321
Deferred expenses		(1,513	)					(1,513	)
Accounts payable and accruals		(166,798	)					(166,798	)
Other payables								0
- due to third parties		135,003			1,071,462			1,206,465
- due to related parties		(545,746	)		0			(545,746	)
NET CASH FROM OPERATING ACTIVITIES		1,738,849			7,869			1,746,718
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment		(97,309	)					(97,309	)
Construction in Progress		(45,108	)					(45,108	)
NET CASH USED IN INVESTING ACTIVITIES	$	(142,417	)				$	(142,417	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		1,596,432			7,869			1,604,501
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		169,103			(7,869	)		161,234
Cash and cash equivalents, beginning of period		1,021,267						1,021,267
Cash and cash equivalents, end of period	$	2,786,802					$	2,786,802

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EX-99.2

EXHIBIT 99.2

RESTATEMENT FOR QUARTER ENDED APRIL 30, 2007

The Company has restated its previously issued consolidated financial statements for the quarter ended January 31, 2007 and for the quarter ended April 30, 2007. During the review for the quarter ended July 31, 2007, the Company discovered an accounting error occurring in the filed financial statements for the quarter ended January 31, 2007 and for the quarter ended April 30, 2007. Certain amounts of sales rebate payable were not accrued from sales.

The following table summarizes the impact of the restatement adjustments on the consolidated balance sheet as of April 30, 2007:

	As of April 30, 2007
	As Previously Reported		Total Adjustments			As Restated
CURRENT ASSETS
Cash and cash equivalents	$	3,786,469				$	3,786,469
Trade receivables, net (Note 5)		11,859,115					11,859,115
Inventories (Note 6)		1,352,302					1,352,302
Prepaid expenses and deposits		135,883					135,883
Other receivables		20,172					20,172
Deferred expenses (Note 9)		118,434					118,434
TOTAL CURRENT ASSETS		17,272,375					17,272,375
PROPERTY, PLANT AND EQUIPMENT (Note 7)		2,615,139					2,615,139
CONSTRUCTION IN PROGRESS (Note 8)		667,575					667,575
TOTAL ASSETS	$	20,555,089				$	20,555,089
CURRENT LIABILITIES
Accounts payables and accruals (Note 10)
- due to related parties	$	-				$	-
- due to third parties		519,822					519,822
Total accounts payables and accruals		519,822					519,822
Other payables (Note 11)		891,257		1,725,634			2,616,891
TOTAL CURRENT LIABILITIES		1,411,079					3,136,713
TOTAL LIABILITIES		1,411,079		1,725,634			3,136,713
STOCKHOLDERS’ EQUITY
Common Stock - Authorized common shares 100,000,000, outstanding number of shares 35,000,181 at par value of 0.001, authorized preferred shares 2,500,000		35,000					35,000
Additional paid in capital		6,333,264					6,333,264
Reserves		1,962,808					1,962,808
Retained earnings		10,420,513		(1,712,961	)		8,707,552
Accumulated other comprehensive income		392,425		(12,673	)		379,752
TOTAL STOCKHOLDERS’ EQUITY		19,144,010		(1,725,634	)		17,418,376
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	20,555,089				$	20,555,089

1

The following table summarizes the impact of the restatement adjustments on the consolidated statement of operations for the three months and six months ended April 30, 2007:

	Three Months Ended April 30, 2007									Six Months Ended April 30, 2007
	As Previously Reported			Total Adjustments			As Restated			As Previously Reported			Total Adjustments			As Restated
SALES	$	6,964,700		$	(649,368	)	$	6,315,332		$	17,532,286		$	(1,712,961	)	$	15,819,325
COST OF SALES		(3,120,081	)					(3,120,081	)		(7,693,017	)					(7,693,017	)
GROSS PROFIT		3,844,619			(649,368	)		3,195,251			9,839,269			(1,712,961	)		8,126,308
SELLING AND DISTRIBUTION EXPENSES		(16,871	)					(16,871	)		(122,446	)					(122,446	)
ADVERTISING EXPENSE		(163,532	)					(163,532	)		(172,681	)					(172,681	)
GENERAL AND ADMINISTRATIVE EXPENSES		(369,728	)					(369,728	)		(636,504	)					(636,504	)
PROVISION FOR DOUBTFUL ACCOUNTS		(568,113	)					(568,113	)		(621,122	)					(621,122	)
DEPRECIATION AND AMORTIZATION		(70,181	)					(70,181	)		(138,475	)					(138,475	)
INCOME FROM OPERATIONS		2,656,194			(649,368	)		2,006,826			8,148,041			(1,712,961	)		6,435,080
OTHER INCOME		6,732						6,732			10,066						10,066
INCOME BEFORE INCOME TAXES		2,662,926			(649,368	)		2,013,558			8,158,107			(1,712,961	)		6,445,146
INCOME TAXES		--						--			--						--
NET INCOME	$	2,662,926			(649,368	)	$	2,013,558		$	8,158,107			(1,712,961	)	$	6,445,146
BASIC EARNINGS PER SHARE		0.076			(0.019	)		0.058			0.233			(0.049	)		0.184
DILUTED EARNING PER SHARE		0.076			(0.019	)		0.058			0.233			(0.049	)		0.184

2

The following table summarizes the impact of the restatement adjustments on the consolidated statement of cash flows for the six months ended April 30, 2007:

	Six Months Ended April 30, 2007
	As Previously Reported			Total Adjustments			As Restated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	8,158,107		$	(1,712,961	)	$	6,445,146
Adjustments to reconcile net income to net cash from
operating activities :
Depreciation and amortization		138,475						138,475
Fair Value of Warrants Issued		22,442						22,442
Changes in operating assets and liabilities:
Trade receivables, net		(4,293,019	)					(4,293,019	)
Inventories		(730,158	)					(730,158	)
Other receivables, net		1,123,662						1,123,662
Deferred expenses		(2,610	)					(2,610	)
Prepaid expenses and deposits		(33,410	)					(33,410	)
Accounts payable and accruals		(266,893	)					(266,893	)
Other Payable		(985,785	)		1,725,634			789,849
NET CASH PROVIDED BY OPERATING ACTIVITIES		3,130,811			12,673			3,143,484
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment		(143,330	)					(143,330	)
Construction in Progress		(560,965	)					(560,965	)
NET CASH USED IN INVESTING ACTIVITIES	$	(704,295	)				$	(704,295	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		2,426,516			12,673			2,439,189
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		338,686			(12,673	)		326,013
Cash and cash equivalents, beginning of period		1,021,267						1,021,267
Cash and cash equivalents, end of period	$	3,786,469					$	3,786,469

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CORRESP

THE LEBRECHT GROUP

A PROFESSIONAL LAW CORPORATION

  Brian A. Lebrecht, Esq. Edward H. Weaver, Esq.**  Craig V. Butler, Esq. *     Admitted only in California* Admitted only in Utah**

July 28, 2008

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Mail Stop 6010

Attn: Keira Ino

Re: Renhuang Pharmaceuticals, Inc.

Item 4.02 Form 8-K

Filed July 14, 2008

File No. 000-24512

Dear Ms. Ino:

We herein provide the following responses to your comment letter dated July 16, 2008, regarding the above-listed form for Renhuang Pharmaceuticals, Inc. (the “Company”). I have summarized your comments in bold followed by the Company’s response.

Item 4.02(a)

1. Please revise your disclosure to state the date on which the audit committee, or the board of directors in the absence of an audit committee, or authorized officer or officers concluded that the financial statements for the quarterly period ended January 31, 2007 and April 30, 2007 may no longer be relied upon. Note that such date may be different from the date you determined that these financial statements need to be amended. You should also note that if this Form was not furnished within four business days as required under the general instructions of Form 8-K, you may no longer be eligible to file certain ’33 Act Forms.

In August 2007, during a review of the Company’s consolidated financial statements for the quarter ended July 31, 2007, the Company’s management became aware that its previously reported unaudited consolidated financial statements filed with its originally-filed Quarterly Reports on Form 10-Qs for the periods ended January 31, 2007 and April 30, 2007, did not properly accrue certain sales rebate payables. The consolidated financial statements properly recorded revenues from its sales, but did not properly account for certain rebates some of its customers were entitled to receive after the sales.

IRVINE OFFICE:		SALT LAKE CITY OFFICE:
9900 RESEARCH DRIVE IRVINE  CALIFORNIA • 92618 (949) 635-1240 • FAX (949) 635-1244	www.thelebrechtgroup.com	406 W. SOUTH JORDAN PARKWAY SUITE 160 SOUTH JORDAN UTAH • 84095 (801) 983-4948 • FAX (801) 983-4958

Keira Ino

July 28, 2008

Page 2

The exact impact of these omissions and whether the omissions would require material revisions to the Company’s Quarterly Reports on Form 10-Qs filed for the quarters ended January 31, 2007 and April 30, 2007, and therefore a determination that its previously-filed consolidated financial statements could not be relied upon, occurred approximately September 15, 2007. The Company used the August 15, 2007 date as the Date of Report in its 8-K to indicate when management became aware of the issue. However, at that time the impact the omission of the sales rebates would have on the Company’s consolidated financial statements was not known.

The Company has provided this disclosure in its amended 8-K/A filed concurrently herewith (the “Amended Filing”).

2. Please disclose whether the board of directors also concluded that the financial statements cannot be relied upon.

On or about September 15, 2007, in conjunction with the Company’s management, the Company’s Board of Directors also concluded the consolidated financial statements could not be relied upon.

The Amended Filing has been revised to reflect this response.

3. Please revise your description of the facts underlying the restatements to include the following:

a. The estimate or the estimated range of the restatements;

b. The reason the error only affected two quarterly periods ended April 30, 2007; and

c. When you expect to restate the financial statements for the two quarterly periods ended April 30, 2007.

The Company provides the following responses:

a. Attached hereto and to the Amended Filing is the Note to the consolidated financial statements that will be filed with amended Quarterly Reports on Form 10-Q/A for the quarters ended January 31, 2007 and April 30, 2007, indicating the restatements.

b. The error was discovered during the Company’s review of its consolidated financial statements for the quarter ended July 31, 2007, so all quarters starting with July 31, 2007 have the sales rebates properly accounted for in the consolidated financial statements. For the year ended October 31, 2006 and the periods prior to the quarter ended January 31, 2007, the sales rebates were correctly accounted for in the Company’s consolidated financial statements. For the year ended October 31, 2006, see Note 12 to the Company’s consolidated financial statements, where the sales rebate was $1,031,101. For the quarter ended July 31, 2007, the sales rebates were fully accounted for, for the nine months ended July 31, 2007.

c. The Company expects to restate the financial statements and file its amended Quarterly Reports on Form 10-Q/A on or before July 28, 2008.

Keira Ino

July 28, 2008

Page 3

4. Please confirm that you will reconsider your disclosure controls and procedures in light of these restatements and that you will modify your disclosures under Item 4 of your amended Form 10-Qs accordingly.

The Company will amend its controls and procedures disclosure in its amended Form 10-Qs in light of these restatements.

Company’s Statements

· The Company is responsible for the adequacy and accuracy of the disclosure in the filing;

· Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

· The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to contact me if you have any questions. Thank you for your time and attention to this matter.

Sincerely,

/s/ Craig V. Butler

Craig V. Butler, Esq.