Unassociated Document

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATION

The following discussion should be read in conjunction with our consolidated financial statements and notes to those consolidated financial statements, included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk factors” and elsewhere in this prospectus.

Overview

We were incorporated in Delaware on February 9, 2007, to enter the commercial game bird industry and establish a large scale commercial game bird farm.

On August 12, 2010, we entered into and consummated a Share Exchange Agreement with Mei Li Tsai, the sole shareholder of Global Pharma Enterprise Group Limited (“Global Pharma”) and Global Pharma to acquire all the issued and outstanding capital stock of Global Pharma, in consideration for 1,800,000 newly issued restricted shares of Top Flight (the “Reverse Merger”). The Reverse Merger was approved by our board of directors on August 12, 2010.

As a result of the Reverse Merger, Global Pharma is now our wholly-owned subsidiary. Global Pharma is the holding company of all the shares of Binomial Bipharm Group Limited (“Binomial”) and Hong Kong Wisdom Fortune Medicine Holding Group Limited (“Wisdom Fortune”).

Binomial, in turn, holds all the equity interests in Tonghua Tongdetang Pharmaceutical Co., Ltd. (“Tongdetang”) , and Anhui Xuelingxian Pharmaceutical Co., Ltd. (“Xuelingxian”)

Wisdom Fortune holds all the equity interest in Shandong Global Pharm Co., Ltd. (“Yaoyuan”)

We are through our indirect wholly-owned PRC Subsidiaries engaged in the business of wholesale and retail distribution of pharmaceuticals-related products, Chinese herb cultivation and preparations of raw materials for medicine.

Critical accounting policies

We prepare financial statements in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements, and the reported amounts of revenues and expenses during the financial reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience, and on various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We consider the policies discussed below to be critical to an understanding of our financial statements as their application places the most significant demands on our management’s judgment.

Revenue Recognition

Revenues are recognized upon shipment when title passes. Shipping costs are included in cost of sales. The Company believes that recognizing revenue at time of shipment is appropriate because the Company’s sales policies meet the four criteria of SEC’s Staff Accounting Bulletin No. 104, which are: (i) persuasive evidence that an arrangement exists, (ii) delivery has occurred, (iii) the seller’s price to the buyer is fixed and determinable, and (iv) collectability is reasonably assured.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Accounts Receivable

Accounts receivable on a consolidated basis consist principally of amounts due from trade customers. Credit is extended based on an evaluation of the customer’s financial condition and collateral is not generally required. Certain credit sales are made to industries that are subject to cyclical economic changes.

The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its clients to make required payments are to cover potential credit losses. Estimates are based on historical collection experience, current trends, credit policy and relationship between accounts receivable and revenues. In determining these estimates, the Company examines historical write-offs of its receivables and reviews each client’s account to identify any specific customer collection issues. If the financial condition of its customers were to deteriorate, resulting in an impairment of their ability to make payment, additional allowances might be required. The Company’s failure to accurately estimate the losses for doubtful accounts and ensure that payments are received on a timely basis could have a material adverse effect on its business, financial condition, and results of operations.

Inventories

Merchandise inventories are stated at the lower of cost or market. Cost is determined on a weighted average basis and includes all expenditures incurred in bringing the goods to the point of sale and putting them in a salable condition.

In addition, the Company estimates net realizable value based on intended use, current market value and inventory ageing analyses. The Company writes down inventories for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventories and their estimated market value based upon assumptions about future demand and market conditions.

Property and equipment

We amortize our property and equipment using the straight-line method over the estimated useful lives of the assets. We make estimates of the useful lives of property and equipment (including the salvage values) in order to determine the amount of depreciation and amortization expenses to be recorded during any reporting period. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful lives. We estimate the useful lives of our other property and equipment at the time we acquire the assets based on our historical experience with similar assets as well as anticipated technological and other changes. If these changes occur more rapidly than anticipated or in a different form than anticipated, we may shorten the useful lives assigned to these assets as appropriate, which will result in the recognition of increased depreciation and amortization expense in future periods. The table below sets forth the estimated useful lives of our property and equipment:

Office equipment	3-5 years
Operating equipment	4-10 years
Transportation equipment	5 years
Leasehold improvement	life of lease

Seasonality

Our herb cultivation and sales business is subject to seasonal variations in demand. HERB typically benefits during autumn, starting from September until the winter cold season, which is the harvest season for herbal plants.

Xuelingxian typically benefits in spring and autumn. Demand is lower in the first quarter of each year because our customers generally pay fewer visits to drugstores during the Chinese New Year which occurs during that period. Sales also are lower in summer from July to August.

Our distribution business normally does not have seasonality since it offers a variety of products from pharmaceutical products to personal care products.

Comprehensive Income

The Company has adopted the provisions of ASC 220 “Reporting Comprehensive Income” which establishes standards for the reporting and display of comprehensive income, its components and accumulated balances in a full set of general purpose financial statements.

ASC 220 defines comprehensive income is comprised of net income and all changes to the statements of stockholders' equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders, including adjustments to minimum pension liabilities, accumulated foreign currency translation, and unrealized gains or losses on marketable securities. The Company’s other comprehensive income arose from the effect of foreign currency translation adjustments.

Foreign Currency Translation

The Company’s functional currency is Chinese currency Renminbi (“RMB”) and its reporting currency is the U.S. dollar. Transactions denominated in foreign currencies are translated into U.S. dollar at exchange rate in effect on the date of the transactions. Exchange gains or losses on transaction are included in earnings.

The financial statements of the Company are translated into United States dollars in accordance with the provisions of ASC 830 “Foreign Currency Matters”, using the year-end rates of exchange for assets and liabilities, and average rates of exchange for the period for revenues, costs, and expenses and historical rates for the equity. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income. At December 31, 2009 and 2008, the cumulative translation adjustment of $233,997 and $276,245 were classified as an item of accumulated other comprehensive income in the shareholders’ equity section of the balance sheet respectively. For the years ended December 31, 2009 and 2008, other comprehensive income was $(42,248) and $52,607, respectively. At June 30, 2010, the cumulative translation adjustment was $205,635. For the six months ended June 30, 2010 and 2009, other comprehensive income was $(28,362) and $240,720, respectively.

Recent Accounting Pronouncements

In April 2009, the Financial Accounting Standards Board (“FASB”) issued the following new accounting standards:

FASB Staff Position FAS No. 157-4, Determining Whether a Market Is Not Active and a Transaction Is Not Distressed, (“FSP FAS No. 157-4”) provides guidelines for making fair value measurements more consistent with the principles presented in SFAS No. 157. FSP FAS No. 157-4 provides additional authoritative guidance in determining whether a market is active or inactive and whether a transaction is distressed. It is applicable to all assets and liabilities (i.e., financial and non-financial) and will require enhanced disclosures. FSP FAS No. 157-4 was superseded by the Fair Value Measurements and Disclosures Topic of the FASB Accounting Standards Codification (“ASC 820”).

In August 2009, the FASB issued ASU No. 2009-05, Measuring Liabilities at Fair Value, which provides additional guidance on how companies should measure liabilities at fair value under ASC 820. The ASU clarifies that the quoted price for an identical liability should be used. However, if such information is not available, an entity may use, the quoted price of an identical liability when traded as an asset, quoted prices for similar liabilities or similar liabilities traded as assets, or another valuation technique (such as the market or income approach). The ASU also indicates that the fair value of a liability is not adjusted to reflect the impact of contractual restrictions that prevent its transfer and indicates circumstances in which quoted prices for an identical liability or quoted price for an identical liability traded as an asset may be considered level 1 fair value measurements. This ASU is effective October 1, 2009. We have evaluated the impact of this standard, and it has no effect on our consolidated results of operations or financial condition.

Results of Operations

The following table sets forth a summary of our statements of operations for the periods indicated.

	For the year ended December 31,									For the six months ended June 30,
	2008				2009					2009				2010
in USD except percentage			% of					% of				% of					% of
			revenue					revenue				revenue					revenue
Revenues, net		54,475,666		100.0		86,784,002			100.0		38,952,977		100.0		59,259,637			100.0
Cost of Goods Sold		45,362,590		83.3		70,725,013			81.5		31,687,148		81.3		48,632,162			82.1
Gross Profit		9,113,076		16.7		16,058,989			18.5		7,265,829		18.7		10,627,475			17.9
Operating expenses:
Sales, marketing and others		366,718		0.7		792,295			0.9		298,644		0.8		364,999			0.6
General and administration		648,520		1.2		1,096,333			1.3		515,866		1.3		673,048			1.1
Income from Operations		8,097,838		14.9		14,170,361			16.3		6,451,319		16.6		9,589,428			16.2
Others income		21,085		0.0		29,318			0.0		13,007		0.0		17,874			0.0
Income before Income Taxes		8,118,923		14.9		14,199,679			16.4		6,464,326		16.6		9,607,302			16.2
Provision for Income Taxes		2,029,731		3.7		3,298,277			3.8		1,619,857		4.2		2,419,451			4.1
Net Income		6,089,192		11.2		10,901,402			12.6		4,844,469		12.4		7,187,851			12.1
Foreign currency translation adjustment		52,607				(42,248	)				240,720				(28,362	)
Total Comprehensive Income		6,141,799				10,859,154					5,085,189				7,159,489

For the year ended December 31, 2009

	Herb cultivation			%		TCM processing and distribution			%		Flower tea			%		Distribution			%		Total
Revenue		7,525,649		8.7	%		14,893,522		17.2	%		5,276,780		6.1	%		59,088,052		68.1	%		86,784,002
COGS		6,431,470		9.1	%		11,621,422		16.4	%		3,734,882		5.3	%		48,937,239		69.2	%		70,725,013
Gross profit		1,094,178		6.8	%		3,272,100		20.4	%		1,541,898		9.6	%		10,150,813		63.2	%		16,058,989
Gross margin		14.5	%				22.0	%				29.2	%				17.2	%				18.5	%

For the year ended December 31, 2008

	Herb cultivation			%		TCM processing and distribution			%		Flower tea			%		Distribution			%		Total
Revenue		-		0.0	%		7,787,305		14.3	%		-		0.0	%		46,688,361		85.7	%		54,475,666
COGS		-		0.0	%		6,632,534		14.6	%		-		0.0	%		38,730,056		85.4	%		45,362,590
Gross profit		-		0.0	%		1,154,771		12.7	%		-		0.0	%		7,958,305		87.3	%		9,113,076
Gross margin		0.0	%				14.8	%				0.0	%				17.0	%				16.7	%

For the six months ended June 30, 2010

	Herb cultivation			%		TCM processing and distribution			%		Flower tea			%		Distribution			%		Total
Revenue		-		0.0	%		13,305,270		22.5	%		2,909,348		4.9	%		43,045,019		72.6	%		59,259,637
COGS		-		0.0	%		10,815,961		22.2	%		2,103,287		4.3	%		35,712,914		73.4	%		48,632,162
Gross profit		-		0.0	%		2,489,309		23.4	%		806,061		7.6	%		7,332,105		69.0	%		10,627,475
Gross margin		0.0	%				18.7	%				27.7	%				17.0	%				17.9	%

For the six months ended June 30, 2009

	Herb cultivation			%		TCM processing and distribution			%		Flower tea			%		Distribution			%		Total
Revenue		-		0.0	%		7,616,221		19.6	%		1,677,663		4.3	%		29,659,093		76.1	%		38,952,977
COGS		-		0.0	%		5,942,601		18.8	%		1,228,836		3.9	%		24,515,711		77.4	%		31,687,148
Gross profit		-		0.0	%		1,673,620		23.0	%		448,827		6.2	%		5,143,382		70.8	%		7,265,829
Gross margin		0.0	%				22.0	%				26.8	%				17.3	%				18.7	%

Result of Operations – The three months ended June 30, 2010 as compared to three months ended June 30, 2009

Revenue. Our revenue increased by $11,341,221 or 59.1% to $30,530,977 for the three months ended June 30, 2010 from $19,189,756 for the three months ended June 30, 2009. 32.3% of the increase was attributable to our Yaoyuan subsidiary because Yaoyuan obtained the exclusive rights to distribute more than 100 drugs from Hainan Lingkang Pharmaceutical Co., Ltd. at the beginning of 2010. 12.8% of the increase was attributable to our Xuelingxian subsidiary due to the growth of its TCM processing and distribution business. More specifically, revenue from TCM processing and distribution increased $2,264,664 or 64.1% to $6,271,328 for the three months ended June 30, 2010 from $4,006,664 for the same period in 2009.

Cost of Goods Sold. Our cost of goods sold increased by $9,465,238 or 61.0% to $24,989,792 for the three months ended June 30, 2010 from $15,524,554 for the same period in 2009 consistent with increase of revenue. Cost of goods sold for our flower tea business increased $142,695 to $1,371,531 for the three months ended June 30, 2010 from $1,228,836 for the same period in 2009. Cost of goods sold for TCM processing and distribution increased $2,012,027 or 64.1% to $5,149,236 for the three months ended June 30, 2010 from $3,137,209 for the same period in 2009, and this is in tandem with the increase in revenue.

Gross Profit. Our gross profit increased by $1,875,983 or 51.2% to $5,541,185 for the three months ended June 30, 2010 from $3,665,202 for the three months ended June 30, 2009 as a result of the increased revenue during the period.

Sales and Marketing Expenses. Our sales and marketing expenses increased by $34,765 to $233,371 for the three months ended June 30, 2010 from $198,606 for the three months ended June 30, 2009. The increase in sales and marketing expense was primarily a result of increased revenue.

General and Administrative Expenses. Our general and administrative expenses increased by $43,480 to $302,659 for the three months ended June 30, 2010 from $259,179 for the three months ended June 30, 2009 as a result of the increased revenue during the period.

Income from Operations. As a result of the foregoing, our income from operations increased to $5,005,155 for the three months ended June 30, 2010 from $3,207,417 for the three months ended June 30, 2009, an increase of 56.0% due to the increase of revenue.

Income Taxes. Our income tax expense increased to $1,255,682 in the three months ended June 30, 2010 from $807,246 in the same period in 2009. Our effective tax rate for our operating subsidiaries were 25.0% and 25.1% for the three months ended June 30, 2010 and 2009, respectively.

Net Income. Our net income increased by 56.3% to $3,762,699 for the three months ended June 30, 2010 from $2,406,621 for the three months ended June 30, 2009. Our profit margin slightly decreased from 12.5% for the three months ended June 30, 2009 to 12.3% for the three months ended June, 2010. The decrease of profit margin was due to the increase of cost of pharmaceutical products. We anticipate that our net income will continue to increase as our sales increase.

Result of Operations – The six months ended June 30, 2010 as compared to six months ended June 30, 2009

Revenue. Our revenue increased by $20,306,660 or 52.1% to $59,259,637 for the six months ended June 30, 2010 from $38,952,977 for the six months ended June 30, 2009. 27.1% of the increase was attributable to our Yaoyuan subsidiary because Yaoyuan obtained the exclusive rights to distribute more than 100 drugs from a Hainan Lingkang Pharmaceutical Co., Ltd. at the beginning of 2010. 17.7% of the increase was attributable to our Xuelingxian subsidiary due to the growth of its herbal tea sales and TCM processing and distribution business. More specifically, our flower tea sales increased $1,231,685 for the six months ended June 30, 2010 from $1,677,663 in the same period in 2009. Revenue from TCM processing and distribution increased $5,689,049 or 74.7% to $13,305,270 for the six months ended June 30, 2010 from $7,616,221 for the same period in 2009.

Cost of Goods Sold. Our cost of goods sold increased by $16,945,014 or 53.5% to $48,632,162 for the six months ended June 30, 2010 from $31,687,148 for the same period in 2009 consistent with increase of revenue. Cost of goods sold for our flower tea business increased $874,451 to $2,103,287 for the six months ended June 30, 2010 from $1,228,836 for the same period in 2009 because we started conducting the manufacture and sale of flower tea in April 2009. Cost of goods sold for TCM processing and distribution increased $4,873,360 or 82.0% to $10,815,961 for the six months ended June 30, 2010 from $5,942,601 for the same period in 2009, and this is in tandem with the increase in revenue.

Gross Profit. Our gross profit increased by $3,361,646 or 46.3% to $10,627,475 for the six months ended June 30, 2010 from $7,265,829 for the six months ended June 30, 2009. Our gross margin slightly decreased from 18.7% for the six months ended June 30, 2009 to 17.9% for the six months ended June 30, 2010 due to the price volatility of the herbal raw material.

Sales and Marketing Expenses. Our sales and marketing expenses increased by $66,355 to $364,999 for the six months ended June 30, 2010 from $298,644 for the six months ended June 30, 2009. The increase in sales and marketing expense was primarily a result of increased revenue.

General and Administrative Expenses. Our general and administrative expenses increased by $157,182 to $673,048 for the six months ended June 30, 2010 from $515,866 for the six months ended June 30, 2009 as a result of the increased revenue during the period.

Income from Operations. As a result of the foregoing, our income from operations increased to $3,138,109 for the six months ended June 30, 2010 from $6,451,319 for the six months ended June 30, 2009, an increase of 48.6% due to the increase of revenue.

Income Taxes. Our income tax expense increased to $2,419,451 in the six months ended June 30, 2010 from $1,619,857 in the same period in 2009. Our effective tax rate for our operating subsidiaries were 25.0% for the six months ended June 30, 2010 and 2009.

Net Income. Our net income increased by 48.4% to $7,187,851 for the six months ended June 30, 2010 from $4,844,469 for the six months ended June 30, 2009. Our profit margin slightly decreased from 12.4% for the six months ended June 30, 2009 to 12.1% for the six months ended June, 2010. The decrease of profit margin was due to the increase of cost of pharmaceutical products. We anticipate that our net income will continue to increase as our sales increase.

Result of Operations – The year ended December 31, 2009 as compared to the year ended December 31, 2008

Revenue. Our revenue increased by $32,308,336 or 59.3% to $86,784,002 for the year ended December 31, 2009 from $54,475,666 for the year ended December 31, 2008 and this was primarily due to the growth of our Xuelingxian subsidiary. Xuelingxian was incorporated in July, 2008 and only had five months operating -period in 2008. More specifically, revenue from our herb cultivation business increased $7,525,649 from nil for the year ended December 31, 2008 to $7,525,649 for the same period in 2009 since we started our herb planting in 2009. Revenue from TCM processing and distribution increased $7,106,217 or 91.3% to $14,893,522 for the year ended December 31, 2009 from $7,787,305 for the same period in 2008 due to the fact that the operating period for Xuelingxian in 2009 was12 months and only five months in 2008. The revenue from our flower tea business increased $5,276,780 for the year ended December 31, 2009 from nil in 2008 because we started producing and selling flower tea in April 2009.

Cost of Goods Sold. Our cost of goods sold increased by $25,362,423 or 55.9% to $70,725,013 for the year ended December 31, 2009 from $45,362,590 for the same period in 2009consistent with increase in revenues. Cost of goods sold for herb cultivation increased to $6,431,470 for the year ended December 31, 2009 from nil in the same period in 2008. This was due to the fact that to Xuelingxian did not have any herb cultivation business in 2008. Cost of goods sold for our TCM processing and distribution businesses increased $4,988,888 or 75.2% to $11,621,422 for the year ended December 31, 2009 from $6,632,534 for the year ended December 31, 2008 due to the fact that the operating period for Xuelingxian was 12 months in 2009 and only five months in 2008. Cost of goods sold for our flower tea business increased to $3,734,882 for the year ended December 31, 2009 and this was in tandem with the increase in revenue.

Gross Profit Our gross profit increased by $6,945,913 or 76.2% to $16,058,989 for the year ended December 31, 2009 from $9,113,076 for the year ended December 31, 2008. Our gross margin increased from 16.7% for the year ended December 31, 2008 to 18.5% for the year ended December 31, 2009. We anticipate that our overall gross profit will continue to increase as our sales increase.

Sales and Marketing Expenses Our sales and marketing expenses increased by 116.1% to $792,295 for the year ended December 31, 2009 from $366,718 for the year ended December 31, 2008 and was a primary driver of our increased revenues during the year. The increase in sales and marketing expense was primarily a result of increased revenue.

General and Administrative Expenses Our general and administrative expenses increased by 69.1% to $1,096,333 for the year ended December 31, 2009 from $648,520 for the year ended December 31, 2008 as a result of the increased revenue during the year. General and administrative expenses as a percentage of our revenue were 1.3% of the total sales for the years ended December 31, 2009 and was 1.2% for the same period ended December 31, 2008.

Income from Operations As a result of the foregoing, our income from operations increased to $14,170,361 for the year ended December 31, 2009 from $8,097,838 for the year ended December 31, 2008, an increase of 75.0%.

Income Taxes Our income tax expense increased to $3,298,277 in the year ended December 31, 2009 from $2,029,731 in the same period in 2009. Our effective tax rate was 23.2% and 25.0 for the year ended December 31, 2009 and 2008, respectively. The decrease of effective tax was primarily a result of the decreased effective income tax rate of our herbal subsidiary, Xuelingxian, Its herb cultivation business is subject to income tax exemption according to PRC tax law.

Net Income Our net income increased by 79.0% to $10,901,402 for the year ended December 31, 2009 from $6,089,192 for the year ended December 31, 2008. Our profit margin slightly increased from 11.2% for the year ended December 31, 2008 to 12.6% for the year ended December 31, 2009. We anticipate that our net income will continue to increase as our sales increase. Additionally, we anticipate that our profit margin will increase as well.

Liquidity and Capital Resources

The following table sets forth a summary of our net cash flow information for the periods indicated:

	For the year ended December 31,						For the six months ended June 30,
in USD	2008			2009			2009			2010
Net cash provided by operating activities		5,600,586			8,699,909			1,277,991			5,787,688
Net cash used in investing activities		(58,434	)		(155,971	)		(119,219	)		(9,063	)
Net cash used in financing activities		(2,954,052	)		(6,286,912	)		(1,395,962	)		(3,051,097	)
Net increase/(decrease) in cash		2,588,100			2,257,026			(237,190	)		2,727,528
Effect of changes of exchange rate		212,724			9,534			8,507			(12,852	)
Cash at the beginning of the year/period		2,387,763			5,188,587			5,188,587			7,455,147
Cash at the end of the year/period		5,188,587			7,455,147			4,959,904			10,169,823

For the six months ended June 30, 2010 as compared to the six months ended June 30, 2009

We had net working capital of $14,811,838 at June 30, 2010, an increase of $4,831,601 over $9,980,237 at December 31, 2009.

Cash and Cash Equivalents

Our cash at December 31, 2009 was $7,455,147 and increased to $10,169,823 at June 30, 2010, an increase of $2,714,676 or 36.4% over the cash amount at December 31, 2009. The increase was primarily attributable to a number of factors, including the following:

For the six months ended June 30, 2010, we generated $5,787,688 from operating activities, as compared to $1,277,991 for the six months ended June 30, 2009. The increase of $4,509,697 is primarily a result of the increase of net income and the less amount of inventory purchased during the comparable periods. Our Xuelingxian subsidiary leased additional land for its herbal planting business in 2010 and paid appropriately $2.2 million in the first quarter as lease expense for 2010. We anticipate that our operating cash flow will increase in the future.

We used $9,063 in investing activities during the six months ended June 30, 2010 as compared to $119,219 during the six months ended June 30, 2009. This decrease of $110,156 in investing activities was primarily a result of purchasing less equipment.

Cash used in financing activities was $3,051,097 for the six months ended June 30, 2010 as compared to cash used in financing activities of $1,395,962 for the six months ended June 30, 2009. The cash financing activities in both periods were primarily the result of dividends paid to the former shareholders of our subsidiaries

For the year ended December 31, 2009 as compared to the year ended December 31, 2008

We had net working capital of $9,980,237 at December 31, 2009, an increase of $3,891,385 over $6,088,852 at December 31, 2008.

Cash and Cash Equivalents

Our cash and cash equivalents as at the beginning of the year ended December 31, 2009 was $5,188,587 and increased to $7,455,147 by the end of the year, an increase of $2,266,560 or 43.7% over the base amount at January 1, 2009. The increase was primarily attributable to a number of factors, including the following:

For the year ended December 31, 2009, we generated $8,699,909 from operating activities, as compared to $5,600,586 for the year ended December 31, 2008. The increase of $3,099,323was a result of an increase in net income from the year ended December 31, 2008 to December 31, 2009 of $4,812,210.

We used $155,971 in investing activities during the year ended December 31, 2009 as compared to $58,434 during the year ended December 31, 2008. This slight increase in investing activities was primarily a result of purchasing additional equipment.

Cash used in financing activities was $6,286,912 for the year ended December 31, 2009 as compared to cash used in financing activities of $2,954,052 for the year ended December 31, 2008. The increase of $3,332,860 was primarily a result of an increase in the dividend paid to the former shareholders of our subsidiaries from the year ended December 31, 2008 to December 31, 2009 of $4,764,817.

Capital Resources

During the year ended December 31, 2009, we borrowed $219,751 from Qilu Bank. During the six month ended June 30, 2010, we borrowed 219,000 from Qilu Bank. We have funded our continued expansion from our operating cash flow.

Contractual Obligations and Off-Balance Sheet Arrangements

Contractual Obligations

We lease various facilities under lease agreements ranging from month to month to fifteen-year terms. The rental expenses for the years ended December 31, 2009 and 2008 was $315,255 and $171,461, respectively. Additional, subsequent to December 31, 2009, we entered into a five-year land lease agreement with a local government and the annual lease expense was approximately $2.2 million. The following tables set forth the detail information of the lease obligations:

Yaoyuan

No.	Lessor	Location	Term	Rent (RMB)	Rent (US$)
1	General Tobacco Group Co., Ltd.	80 General Rd, Licheng District, Jinan City, Shandong Province, PRC	July 1, 2009 – June 30, 2012	0.25 per square meter per day	0.0368 per square meter per day
2	General Tobacco Group Co., Ltd.	Dawangxiang, Licheng District, Jinan City, Shandong Province, PRC	March 1, 2010 -February 28, 2011	180,000 for the first year and increase at a rate of 5% per year thereafter	26,370 per year and increase at a rate of 5% per year thereafter
3	General Trading Co., Ltd.	Dawangxiang, Licheng District, Jinan City, Shandong Province, PRC	March 1, 2010-March 28, 2015	30,000 for the first year and increase at a rate of 5% per year thereafter	4,392 for the first year and increase at a rate of 5% per year thereafter

Tongdetang

No.		Lessor		Location		Term		Rent (RMB)		Rent (US$)
1		Shujun Xu		566 Heping Rd, Jianshe Ave, Tonghua City, Jilin Province, PRC		November 1, 2006-October 31, 2010		360,000 for the first year; 420,000 for the second year; 480,000 for the third year; 540,000 for the fourth year; 600,000 for the fifth year.		52,703 for the first year; 61,487 for the second year; 70,271 for the third year; 79,055 for the fourth year; 87,839 for the fifth year.

Xuelingxian

No.	Lessor	Location	Term	Rent (RMB)	Rent (US$)
1	Anhui Province Bozhou City Fengyi Institute of Traditional Chinese Medicine	Liuge Village, Weiwu Ave, Bozhou City, Anhui Province, PRC	August 1 2008 –July 31, 2023	1,200,000 per year	175,677 per year
2	Mengwang Village Committee of Dayang County, Qiaocheng District, Bozhou City, Anhui Province, PRC	Mengwang Village, Dayang County, Qiaocheng District, Bozhou City, Anhui Province, PRC	January 1, 2010-December 31, 2014	14,970,000 for 2010, 8,800,000 per year thereafter.	2,191,576 for 2010, 1,289,207 per year thereafter.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in our securities.

Exchange rate information

Our business is conducted in China and substantially all of our revenues are denominated in RMB. However, periodic reports made to shareholders will be expressed in U.S. dollars using the then current exchange rates. This prospectus contains translations of RMB amounts into U.S. dollars at specific rates solely for the convenience of the reader. For all dates and periods through December 31, 2008, the conversion of RMB into U.S. dollars in this prospectus is based on the noon buying rate in the City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York. For January 1, 2009 and all later dates and periods, the exchange rate refers to the exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, the rates stated below, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. On July 30, 2010, the exchange rate was RMB6.7735 to US$1.00.

The following table sets forth information concerning exchange rates between the RMB and the U.S. dollar for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this prospectus or will use in the preparation of our periodic reports or any other information to be provided to you.

Period	Period End		Average (1)		Low		High
	(RMB per US$1.00)
2008		6.8225		6.9193		7.2946		6.7800
2009		6.8259		6.8307		6.8176		6.847
2010 (through March 31)		6.8258		6.8271		6.8254		6.8330
2010:
April		6.8247		6.8256		6.8229		6.8275
May		6.8305		6.8275		6.8245		6.8310
June		6.7815		6.8184		6.7815		6.8323
July		6.7735		6.7762		6.7709		6.7807

Legal and Administrative Proceedings

We know of no material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.

*Under1% of the issued and outstanding shares as of August 12, 2010.

(1)

In determining beneficial ownership of our common stock as of a given date, the number of shares shown includes shares of common stock which may be acquired on exercise of warrants or options or conversion of convertible securities within 60 days of that date. In determining the percent of common stock owned by a person or entity on August 12, 2010, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on August 12, 2010 (26,000,000), and (ii) the total number of shares that the beneficial owner may acquire upon conversion of the preferred and on exercise of the warrants and options, subject to limitations on conversion and exercise. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

(2)

Rhonda Heskett was our former President, Chief Executive Officer, Chief Financial Officer, Secretary sole director and Chairwoman until her resignation on August 6, 2010 in connection with the sale of 19,094,000 of her shares of common stock to Mei Li Tsai.

(3)

Yunlu Yin was appointed our new Chief Executive Officer, sole director and Chairman, An Fu was appointed our new Chief Financial Officer and Dan Li was appointed our new Secretary with effect from fromAugust 6, 2010.

DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS

AND CONTROL PERSONS

Our Directors and Executive Officers

In connection with the change in control of the Company on August 6, 2010, Rhonda Heskett resigned as ourPresident, Chief Executive Officer, Chief Financial Officer, sole director and Chairwoman and we appointed Yunlu Yin as our new Chief Executive Officer, sole director and chairman, An Fu as our new Chief Financial Officer and Dan Li as our new Secretary on the same date.

As such, as of August 12, 2010, other than An Fu, all our officers and sole director are residents of the PRC.As a result, it may be difficult for investors to effect service of process within the United States upon any of them or to enforce court judgments obtained against them in the United States courts.

As a result, it may be difficult for investors to effect service of process within the United States upon any of them or to enforce court judgments obtained against them in the United States courts.

The following table sets forth certain information concerning our directors and executive officers:

Name	Age	Position
Yunlu Yin	43	Chief Executive Officer, sole director and chairman
An Fu	35	Chief Financial Officer
Dan Li	40	Secretary

The following is a summary of the biographical information of our directors and officers:

Yunlu Yin, age 43, has served as Chief Executive Officer of Biopharm Asia, Inc. from May 7, 2009 to April 26, 2010. He also served as Chief Executive Officer of Huachen International Group Limited Company, general manager of Guangzhou Zhonghui Pharmaceutical Limited Company and general manager of Guangzhou Zhongshun Medicine Research Limited Company since 2006.From 2003 to 2006, Mr. Yin served as general manager of Jilin Province Changchun Hongli Pharmaceutical Limited Company, general manager of Jilin Province Changchun Zhongbo Medicine Marketing Planning Limited Company, general manager of China Academy of Traditional Chinese Medicine Research Institute Scientific and Technological Cooperation Center Tumor Expert Long-Distance Diagnosing and Treating Center, assistant director of World Chinese Medicine and Pharmaceutical Society Information Network Center and general manager of World Chinese Medicine and Pharmaceutical Society Tumor Expert Electronic Service System. From 2001 to 2003, Mr. Yin served as general manager of Jilin Province Changchun People's Pharmaceutical Limited Company and deputy general manager of Jilin Province Canye Group Guoli Pharmaceutical Limited Company.

An Fu, age 35, is a founding partner of eVisions Consulting, LLC, a U.S. based consulting firm that he founded in November 2009. Previously, he served as an auditor at the Davis Accounting Group P.C. in Cedar City, Utah from November 2007 to May 2010. Mr. Fu also worked as an engineer and a manager for China Financial Data Networks CO., Beijing, from 1998 to 2005. He received a Bachelor’s degree in Accounting from the Southern Utah University in U.S.A. in 2007 and a Master of Accountancy from the Southern Utah University in 2008.

Dan Li, age 40, worked as assistant to President in BioPharm Asia Inc. from May 2009 to November 2009.From June 2007 to May 2009, Mr. Li was the assistant director of China-America Capital Holdings. From December 2006 to June 2007, he worked as an independent financial and strategy advisor for a China beef project for US StoneyPointAgriCorp. From March 2005 to December 2006, he was a senior project manager in US Kotler Consulting Group (Shenzhen). From January 2004 to February 2005, he was the senior investment manager of Shenzhen Small & Medium Enterprise Venture Capital Company and a senior investment manager in Guangzhou Hongde Investment Company in Shenzhen. From June 2001 to January 2003, he was a senior investment manager of China S&T Cash Capital Limited in Shenzhen. From January 2001 to May 2001, Mr. Li was a project manager in Locux Company in Helsinki of Finland. From August 1994 to May 1997, he was a sales manager of Hunan Leader International Trade Company in Hunan province. Mr. Li received his Master in Business Administration in Finance from the Helsinki School of Economics and Business Administration in October 2000. He received his Bachelor degree in Facility Management from Hanzegeschool of the Netherlands in August 1998.

Our sole director holds this position on the board until our next annual meeting of the shareholders, and until his successor(s) has/have been qualified after being elected or appointed. Officers serve at the discretion of the board of directors.

Save as otherwise reported above, none of our directors hold directorships in other reporting companies.

There are no family relationships among our director or officers.

To our knowledge, during the last ten years, none of our director and executive officers (including those of our subsidiaries) has:

Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.

Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.

Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Directors and Officers of the PRC Subsidiaries

Under each of the PRC Subsidiaries’ Articles of Association and PRC law, each company is managed by one executive director instead of a board of directors. The executive director is elected and appointed by the shareholders for a term of three years and can be re-elected for consecutive terms. The appointment and termination of the CEO (sometimes called the General Manager) is determined by the executive director.

In accordance with the PRC Subsidiaries’ Articles of Association and PRC law, each of the PRC Subsidiaries’ executive director is monitored by a supervisor, appointed by the shareholders for a term of three years.

The following table sets forth certain information as concerning executive officers of each of the PRC Subsidiaries:

Yaoyuan

Name	Age	Position
Yanliang Song	36	General Manager
Hong Li	50	Financial Manager

Yanliang Song,age 35, has over 15 years experience in the pharmaceutical industry. He is a holder of a Master of Business Adminsitration and Bachelor of TCM. Mr. Song has served as the section member of medical department of Binzhou Municipal Hospital of Traditional Chinese Medicine from 1995 to 1998; the Binzhou medical representative of China Academy of Chinese Medical Sciences Zhonghui Pharmaceutical Co., Ltd. from 1998 to 1999; the manager of Binzhou Office of Jilin Xiuzheng Pharmaceutical Group Co., Ltd. from 1999 to 2003; the manager of Shandong Office of Fujian Sanai Pharmaceutical Co., Ltd. from 2004 to 2006; and served as the chairman of Shandong Yaoyuan Pharmaceutical Company from 2006 to 2010.

Hong Li, age 50, has served as the chief management director of the First Motor Factory of Jinan City from November 1977 to November 1992; he has served as the manager of Jingbaweier Branch of Qilu Bank from November 1992 to January 2010; and as the Financial Director of Shandong Yaoyuan Pharmaceutical Co., Ltd. from January 2010 to present day.

Tongdetang

Name	Age	Position
Xianming Zeng	61	General Manager
Shuyan Liu	39	Financial Manager

Xianming Zeng, age 61, has over 46 years experience in Corporate Management. Mr.Zeng founded Tongdetang in 2003. Mr.Zeng entered the service in 1964 and served as an accountant for Tonghua Sankeyushu Branch of Agricultural Bank from 1964 to 1970. He also served as the financial section chief of Tonghua Coal and Silk Plant from 1970 to 1976; as the financial section chief of Tonghua Bureau of Township Enterprises from 1976 to 1980; as the administrator manager of Tonghua Silk Plant from 1980 to 1984; as the deputy director and director of Tonghua Economic Cooperation Committee from 1984 to 1988; as the secretary of the Party committee and factory director of Tonghua Silk Plant from 1988 to 1992; as the director of Tonghua Commodities Bureau from 1992 to 1994; and as the first deputy director of Tonghua County Government Office and the director of Tonghua County Commission for Economic Restructuring from 1994 to 2003. He retired in 2003 and served as the deputy general manager, general manager and chairman of Tongdetang from 2003 to present day.

Shuyan Liu, age 40, has nearly 20 years’ accounting and auditing experience. He is a Certified Public Accountant and has Bachelor of Accountancy, and is a member of ACCA. Mr. Liu served as an accountant for the Tonghua textiles purchase and supply station from 1992 to 1994. He served as the chief accountant of Fuzhou Xindai Cultural Products Co., Ltd. from 1994 to 1996; as the project manager of Zhongqin Wanxin CPA (Beijing) from 1996 to 2004; as the manager of Integrated Business Department of Tonghua Tianwei CPA from 2004 to 2005; as the financial controller of Tonghua Limin Pharmaceutical Co., Ltd. from 2005 to 2008; and the financial controller of Tongdetang from 2008 to present day.

Xuelingxian

Name	Age	Position
Shunli Wang	58	General Manager
Fulan Li	55	Financial Manager

Shunli Wang, age 58, has over 30 years experience in the pharmaceutical industry. Mr. Wang founded Xuelingxian in 2008. Prior to founding the company, he was engaged in trading of traditional Chinese medicine from 1983 to 1988.He worked at the Bozhou Medicine Station from September 1988 to 2000 and obtained his chief pharmacist qualification in TCM in 1994.He went on to obtain his pharmacist qualification in western medicine in 1997. He served as the General Manager of the sixth branch of Bozhou Pharmaceutical Group from 2000 to 2001; as the contractor of Changchun Renmin Pharmaceutical Co., Ltd. from 2001 to 2004; and as the General Manager of Changchun Pharmaceutical Co., Ltd, from 2005 to 2006. Mr.Wang has served as the Chairman of Xuelingxian from 2008 to present day.

Fulan Li, age 55, has over 28 years experience in the pharmaceutical industry. She was engaged in the operation of Chinese medicinal materials from 1980 to 1988. She worked as the financial manager in the 6th branch of Bozhou Pharmaceutical Group from June 1988 to 2001; as the financial department manager of Changchun Renmin Pharmaceutical Factory from 2001 to 2004; and the financial manager of Xuelingxian from 2008 to present day.

Audit Committee Financial Expert

Our board of directors currently acts as our audit committee. Because we only recently executed the Reverse Merger, our board of directors is still in the process of finding an “audit committee financial expert” as defined in Regulation S-K and directors that are “independent” as that term is used in Section 10A of the Securities Exchange Act.

Audit Committee

We have not yet appointed an audit committee. At the present time, we believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We do, however, recognize the importance of good corporate governance and intend to appoint an audit committee comprised entirely of independent directors, including at least one financial expert, in the near future.

Compensation Committee

We do not presently have a compensation committee. Our board of directors currently acts as our compensation committee.

Nominating Committee

We do not presently have a nominating committee. Our board of directors currently acts as our nominating committee.

Code of Ethics

We currently do not have a code of ethics and plan to adopt one to apply to principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions.

Board Leadership Structure and Role in Risk Oversight

Yunlu Yin is currently our sole director, chairman and chief executive officer. We do not have any independent directors. We believe Mr. Yin is best t situated to serve as chairman of the Board because he is the director most familiar with our business and industry and the director most capable of identifying strategic priorities and executing our business strategy. In addition, having a single leader eliminates the potential for confusion and provides clear leadership for the Company. We believe that this leadership structure has served the Company well.

Our board of directors has overall responsibility for risk oversight. Because we do not have a compensation, nominating or audit committee, the board will, for the time being, function in these capacities.

The board’s role in the risk oversight of the Company includes, among other things:

appointing, retaining and overseeing the work of the independent auditors, including resolving disagreements between the management and the independent auditors relating to financial reporting;

approving all auditing and non-auditing services permitted to be performed by the independent auditors;

reviewing annually the independence and quality control procedures of the independent auditors;

reviewing and approving all proposed related party transactions;

discussing the annual audited financial statements with the management;

meeting separately with the independent auditors to discuss critical accounting policies, management letters, recommendations on internal controls, the auditor’s engagement letter and independence letter and other material written communications between the independent auditors and the management.

Director Qualifications

Directors are responsible for overseeing the Company’s business consistent with their fiduciary duty to stockholders. This significant responsibility requires highly-skilled individuals with various qualities, attributes and professional experience. The board believes that there are general requirements for service on the Company’s board of directors that are applicable to all directors and that there are other skills and experience that should be represented on the board as a whole but not necessarily by each director. The board considers the qualifications of director and director candidates individually and in the broader context of the board’s overall composition and the Company’s current and future needs.

Qualifications for All Directors

In its assessment of each potential candidate, including those recommended by stockholders, the board considers the nominee’s judgment, integrity, experience, independence, understanding of the Company’s business or other related industries and such other factors the board determines are pertinent in light of the current needs of the board. The board also takes into account the ability of a director to devote the time and effort necessary to fulfill his or her responsibilities to the Company.

The board requires that each director be a recognized person of high integrity with a proven record of success in his or her field. Each director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation of multiple cultures and a commitment to sustainability and to dealing responsibly with social issues. In addition to the qualifications required of all directors, the board conducts interviews of potential director candidates to assess intangible qualities including the individual’s ability to ask difficult questions and, simultaneously, to work collegially. The board does not have a specific diversity policy, but considers diversity of race, ethnicity, gender, age, cultural background and professional experiences in evaluating candidates for board membership. Diversity is important because a variety of points of view contribute to a more effective decision-making process.

Qualifications, Attributes, Skills and Experience to be Represented on the Board as a Whole

The board has identified particular qualifications, attributes, skills and experience that are important to be represented on the board as a whole, in light of the Company’s current needs and its business priorities. The board believes that it should include some directors with a high level of financial literacy and some directors who possess relevant business experience as a Chief Executive Officer or a President or like position. Marketing is the core focus of our business and the Company seeks to develop and deploy the world’s most innovative and effective marketing and technology. Therefore, the board believes that marketing and technology experience should be represented on the board. The Company is involved in the pharmaceutical business in the PRC. Therefore the Company’s business also requires compliance with a variety of regulatory requirements and relationships with various governmental entities. Therefore, the board believes that governmental, political or diplomatic expertise should be represented on the Board.

Set forth below are a chart and a narrative disclosure that summarize the specific qualifications, attributes, skills and experiences described above. An “X” in the chart below indicates that the item is a specific reason that the director has been nominated to serve on the Company’s Board. The lack of an “X” for a particular qualification does not mean that the director does not possess that qualification or skill. Rather, an “X” indicates a specific area of focus or expertise of a director on which the board currently relies.

High level of

financial literacy

Diversity of race,

ethnicity, gender,

age, cultural

background or

professional

experience

Extensive

knowledge of the

Company’s

business

Marketing/Marketing

related technology

experience

Marketing/Marketing

related technology

experience

Governmental,

political or

diplomatic

expertise

Yunlu Yin

We will strive to identify and appoint more directors to the board that possess the qualifications and qualities that will fulfill our current needs and business priorities.

Mr. Yunlu Yin, our current Chief Executive Officer, sole director and chairman possesses many of the attributes we are looking for in our board members. Mr. Yin is of Chinese origin and has extensive knowledge of the pharmaceutical industry. He has led pharmaceutical companies in a managerial capacity, more recently as Chief Executive Officer of Huachen International Group Limited Company, general manager of Guangzhou Zhonghui Pharmaceutical Limited Company and general manager of Guangzhou Zhongshun Medicine Research Limited Company since 2006. Mr. Yin has more than 10 years’ experience in the PRC pharmaceutical industry, having been involved in all aspects of it, including manufacturing, research, marketing and sales.

EXECUTIVE COMPENSATION

The following is a summary of the compensation we paid to our former President, Chief Executive Officer, Chief Financial Officer, sole director and chairwoman,Rhonda Heskett, for the two years ended February 28, 2010 and 2009. No executive officer received compensation in excess of $100,000 for any of those years.

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Rhonda Heskett,	2009		—		—		—		—		—		—		—		—
Former President, Chief Executive Officer, Chief Financial Officer and director	2010		—		—		—		—		—		—		—		—

Our current Chief Executive Officer, sole director and chairman, Yunlu Yin, and our current Chief Financial Officer, An Fu only assumed their respective positions in the Company on August 6, 2010.On August 6, 2010, we entered into an employment agreement with each of Yunlu Yin, An Fu and Dan Li. Under their respective agreements, Yunlu Yin is employed as our new Chief Executive Officer for a term of three years and a monthly salary of $6,000, An Fu is employed as our Chief Financial Officer for a term of three years and a monthly salary of $5,000 and Dan Li is employed as our secretary at a monthly salary of $2,500 for a term of three years.Pursuant to these agreements, we may terminate each officer’s employment for cause at any time and with thirty days’ notice without cause. Conversely, each officer may terminate his employment with us with no less than 90 days’ written notice. The officers serve as the pleasure of the board.

The following is a summary of the compensation paid by Yaoyuan to Yanliang Song, its General Manager, and Hong Li, its Finance Manager for the two years ended December 31, 2009 and 2008, respectively. No other executive officer of Yaoyuan received compensation in excess of $100,000 for any of those years.

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Yanliang Song,	2008		21,834		—		—		—		—		—		—		21,834
General Manager	2009		29,283		—		—		—		—		—		—		29,283

Hong Li,	2008		—		—		—		—		—		—		—		—
Finance Manager	2009		15,373		—		—		—		—		—		—		15,373

The following is a summary of the compensation paid by Tongdetang to Xianming Zeng, its General Manager, and Shuyan Liu, its Finance Manager for the two years ended December 31, 2009 and 2008, respectively. No other executive officer of Tongdetang received compensation in excess of $100,000 for any of those years.

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Xianming Zeng,	2008		7,278.02		—		—		—		—		—		—		7,278.02
General Manager	2009		9,516.84		—		—		—		—		—		—		9,516.84

Shuyan Liu,	2008		6,113.54		—		—		—		—		—		—		6,113.54
Finance Manager	2009		6,588.58		—		—		—		—		—		—		6,588.58

The following is a summary of the compensation paid by Xuelingxian to Shunli Wang, its General Manager, and Fulan Li, its Finance Manager for the two years ended December 31, 2009 and 2008, respectively. No other executive officer of Xuelingxian received compensation in excess of $100,000 for any of those years.

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Shunli Wang,	2008		7,994.19		—		—		—		—		—		—		7,994.19
General Manager	2009		11,713.03		—		—		—		—		—		—		11,713.03

Fulan Li,	2008		4,949.05		—		—		—		—		—		—		4,949.05
Finance Manager	2009		6,149.34		—		—		—		—		—		—		6,149.34

Compensation Discussion and Analysis

We strive to provide our named executive officers (as defined in Item 402 of Regulation S-K) with a competitive base salary that is in line with their roles and responsibilities when compared to peer companies of comparable size in similar locations.

It is not uncommon for PRC private companies in China to have base salaries as the sole form of compensation. The base salary level is established and reviewed based on the level of responsibilities, the experience and tenure of the individual and the current and potential contributions of the individual. The base salary is compared to the list of similar positions within comparable peer companies and consideration is given to the executive’s relative experience in his or her position. Base salaries are reviewed periodically and at the time of promotion or other changes in responsibilities.

We plan to implement a more comprehensive compensation program, which takes into account other elements of compensation, including, without limitation, short and long term compensation, cash and non-cash, and other equity-based compensation such as stock options. We expect that this compensation program will be comparable to the programs of our peer companies and aimed to retain and attract talented individuals.

We will also consider forming a compensation committee to oversee the compensation of our named executive officers. The majority of the members of the compensation committee would be independent directors.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The board of directors has the authority to fix the compensation of directors. No amounts have been paid to, or accrued to, directors in such capacity.

As of the date of this report, our directors have received no compensation for their service on the board of directors. We plan to implement a compensation program for our independent directors, as and when they are appointed, which we anticipate will include such elements as an annual retainer, meeting attendance fees and stock options. The details of that compensation program will be negotiated with each independent director.

Option Grants Table

There were no individual grants or stock options to purchase our common stock made to the executive officer named in the Executive Compensation Table through February 28, 2010.

Aggregated Option Exercises and Fiscal Year-End Option Value Table

There were no stock options exercised during the fiscal year ended February 28, 2010, by the executive officer named in the Executive Compensation Table.

Long-Term Incentive Plan (“LTIP”) Awards Table

There were no awards made to a named executive officer in the last completed fiscal year under any LTIP.

Employment Agreements

On August 6, 2010, we entered into an employment agreement with each of Yunlu Yin, An Fu and Dan Li. Under their respective agreements, Yunlu Yin is employed as our new Chief Executive Officer for a term of three years and a monthly salary of $6,000, An Fu is employed as our Chief Financial Officer for a term of three years and a monthly salary of $5,000 and Dan Li is employed as our secretary at a monthly salary of $2,500 for a term of three years. Pursuant to these agreements, we may terminate each officer’s employment for cause at any time and with thirty days’ notice without cause. Conversely, each officer may terminate his employment with us with no less than 90 days’ written notice. The officers serve as the pleasure of the board.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except for the ownership of our securities, and except as set forth below, none of the directors, executive officers, holders of more than five percent of the Company’s outstanding common stock, or any member of the immediate family of any such person have, to the knowledge of the Company, had a material interest, direct or indirect, in any transaction or proposed transaction which may materially affect the Company.

During each of the years ended February 28, 2010 and February 28, 2009, our former President, Chief Executive Officer, Chief Financial Officer, sole director and chairwoman, Rhonda Heskett contributed services and brooding facilities with a fair value of $6,000 and $2,400, respectively. These non-cash expenses totaling $8,400 in each of the years ended February 28, 2010 and 2009 were treated as contributed capital.

As of August 6, 2010, Rhonda Heskett loaned us a total of $ $24,879.53 in exchange for a two 5% per annum promissory notes. This amount was discharged on August 6, 2010 in full and the promissory notes cancelled on that date.

As at December 31, 2009 and 2008, we had $24,568 and $1,465.738, respectively due from related parties. These balances are non-interest bearing and payable on demand.

We use a trademark for drug packaging that is owned by a former shareholder of Yaoyuan. The trademark was applied for on May 16, 2008 and approved April 7, 2010. It expires April 6, 2020. While all associated costs have been paid for by the shareholder, we use this trademark at no cost.

We use a trademark for drug packaging that is owned by a former shareholder of Yaoyuan, Yanliang Song. The trademark was applied for on May 16, 2008 and approved April 7, 2010. It expires April 6, 2020. While all associated costs have been paid for by Yanliang Song, we use this trademark at no cost. Subsequent to our year end, through the reverse merger with Wisdom Fortune and subsequent acquisition by Global Pharma, this shareholder is no longer a shareholder of Yaoyuan with effective from the relevant acquisition dates.

During 2009, Xuelingxian had sales of approximately $1.4 million to a number of related parties, employees and a shareholder.

On August 6, 2010, we were party to a share purchase agreement between our former President, Chief Executive Officer, Chief Financial Officer and sole director and chairwoman, Rhonda Heskett and Mei Li Tsai involving the sale of 19,094,000 shares of common stock of the Company.

Except as disclosed above, no executive officer, director or any member of these individuals’ immediate families, any corporation or organization with whom any of these individuals is an affiliate or any trust or estate in which any of these individuals serve as a trustee or in a similar capacity or has a substantial beneficial interest in is or has been indebted to the Company at any time since the beginning of the Company’s last fiscal year.

Procedures for Approval of Related Party Transactions

Our board of directors is charged with reviewing and approving all potential related party transactions. All such related party transactions must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.

LEGAL PROCEEDINGS

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS

COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock has been traded over-the-counter on the OTC Bulletin Board since May 5, 2009 under the designation TOPG.OB. However, to date there has been no trading market for our common stock.

The market price of our common stock is subject to significant fluctuations in response to variations in our quarterly operating results, general trends in the market, and other factors, over many of which we have little or no control. In addition, broad market fluctuations, as well as general economic, business and political conditions, may adversely affect the market for our common stock, regardless of our actual or projected performance.

Holders of Our Common Stock

As of August 12, 2010, we had 28 shareholders of our common stock, including the shares held in street name by brokerage firms. The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock

Dividends

We have not paid dividends on our common stock and do not anticipate paying such dividends in the foreseeable future. We will rely on dividends from our PRC Subsidiaries for our funds and PRC regulations may limit the amount of funds distributed to us from our PRC Subsidiaries, which will affect our ability to declare any dividends.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

Securities authorized for issuance under equity compensation plans

As of the date of this Current Report, we do not have any securities authorized for issuance under any equity compensation plans and we do not have any equity compensation plans.

Penny Stock Regulations

Our shares of common stock are subject to the "penny stock" rules of the Securities Exchange Act of 1934 and various rules under this Act. In general terms, "penny stock" is defined as any equity security that has a market price less than $5.00 per share, subject to certain exceptions. The rules provide that any equity security is considered to be a penny stock unless that security is registered and traded on a national securities exchange meeting specified criteria set by the SEC, issued by a registered investment company, and excluded from the definition on the basis of price (at least $5.00 per share), or based on the issuer's net tangible assets or revenues. In the last case, the issuer's net tangible assets must exceed $3,000,000 if in continuous operation for at least three years or $5,000,000 if in operation for less than three years, or the issuer's average revenues for each of the past three years must exceed $6,000,000.

Trading in shares of penny stock is subject to additional sales practice requirements for broker-dealers who sell penny stocks to persons other than established customers and accredited investors. Accredited investors, in general, include individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 (or $300,000 together with their spouse), and certain institutional investors. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of the security and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security. Finally, monthly statements must be sent disclosing recent price information for the penny stocks. These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock, to the extent it is penny stock, and may affect the ability of shareholders to sell their shares.

RECENT SALES OF UNREGISTERED SECURITIES

On February 11, 2007, we issued 20,000,000 shares of common stock to our former President, Chief Executive Officer, Chief Financial Officer and sole director, Rhonda Heskett.

In February 2008, we issued 4,200,000 shares of common stock to 42 shareholders under an exemption from the registration requirements of the Securities Act of 1933(the “Act”) for the placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder.

On August 12, 2010, we entered into and consummated a Share Exchange Agreement with the sole shareholder of Global Pharma Enterprise Group Limited (“Global Pharma”) and Global Pharma to acquire all the issued and outstanding capital stock of Global Pharma, a British Virgin Islands company, in consideration for 1,800,000 newly issued restricted shares of the Company. We claim an exemption from the registration requirements of the Act for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the recipient is an accredited investor and had access to information about the Company and their investment, the recipient took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities

DESCRIPTION OF SECURITIES

The following is a summary description of our capital stock and certain provisions of our certificate of incorporation and by-laws, copies of which have been filed as exhibits to this report. The following discussion is qualified in its entirety by reference to such exhibits.

General

We are authorized to issue 100,000,000 shares of common stock, par value $.001 per share, and 10,000,000 shares of blank-check preferred stock, par value $.001 per share.

Common Stock

The holders of our common stock are entitled to one vote for each share held of record on all matters to be voted on by stockholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voting for the election of directors can elect all of the directors then up for election. The holders of our common stock are entitled to receive dividends when, as and if declared by the board of directors out of funds legally available therefor. In the event of liquidation, dissolution or winding up of the Company, the holders of common stock are entitled to share ratably in all assets remaining which are available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the common stock. Holders of shares of our common stock, as such, have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to the common stock. All of the outstanding shares of common stock are fully paid and nonassessable.

Preferred Stock

In addition to the 100,000,000 shares of common stock, we are authorized to issue up to 10,000,000 shares of preferred stock. Shares of our preferred stock may be issued from time to time in one or more classes or series, each of which class or series shall have such distinctive designation or title as shall be fixed by the board of directors prior to the issuance any shares thereof.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Limitations on Liability

Under Delaware law, a corporation may indemnify its officers, directors, employees and agents under certain circumstances, including indemnification of such persons against liability under the Securities Act of 1933, as amended. Those circumstances include that an officer, director, employee or agent may be indemnified if the person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

We are also permitted to apply for insurance on behalf of any director, officer, employee or other agent for liability arising out of his actions, whether or not the Delaware General Corporation Law would permit indemnification.

Indemnification Against Public Policy

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling an issuer pursuant to the foregoing provisions, the opinion of the Commission is that such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The effect of indemnification may be to limit the rights of the Company and its stockholders (through stockholders’ derivative suits on behalf of the Company) to recover monetary damages and expenses against a director for breach of fiduciary duty.

Item 3.02 Unregistered Sales of Equity Securities.

Immediately after the closing of the Reverse Merger, we have a total of 26,000,000 issued and outstanding shares of common stock. As a result of the Reverse Merger, Global Pharma is now our wholly-owned subsidiary. Global Pharma is the holding company of all the shares of Binomial Biopharm Group Limited (“Binomial”) and Hong Kong Wisdom Fortune Medicine Holding Group Limited (“Wisdom Fortune”), two wholly-owned Hong Kong-incorporated companies.

Binomial, in turn, holds all the equity interests in Anhui Xuelingxian Pharmaceutical Co., Ltd.(“Xuelingxian”), Tonghua Tongdetang Pharmaceutical and Medicinal Materials Co., Ltd.(“Tongdetang”), two PRC-incorporated companies.

Wisdom Fortune holds all the equity interest in Shandong Global Pharm Co., Ltd. (“Yaoyuan”).

We are, through our indirect wholly-owned PRC subsidiaries, namely Xuelingxian, Tongdetang and Yaoyuan (the “PRC Subsidiaries”) in the business of wholesale and retail distribution of pharmaceuticals-related products, Chinese herb cultivation and medicine raw materials preparations.

We claim an exemption from the registration requirements of the Securities Act of 1933 (the “Act”) for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, the recipient is an accredited investor and had access to information about the Company and their investment, the recipient took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

Item 4.01 Changes in Registrant’s Certifying Accountant.

On August 11, 2010, we dismissed GBH CPAs, PC (“GBH”), as our independent registered public accounting firm. The reports of GBH on our financial statements for each of the past two fiscal years contained no adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except as that the reports of GBH for the fiscal years ended February 28, 2010 and 2009 indicated conditions which raised substantial doubt about the Company's ability to continue as a going concern. The decision to change independent accountants was approved by our board of directors on August 11, 2010.

During our two most recent fiscal years and through the date of this report, we have had no disagreements with GBH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of GBH, would have caused it to make reference to the subject matter of such disagreements in its report on our financial statements for such periods.

During our two most recent fiscal years and through the date of this report on Form 8-K/A, there have been no reportable events as defined under Item 304(a)(1)(v) of Regulation S-K adopted by the SEC.

We provided GBH with a copy of this disclosure before its filing with the SEC. We requested that GBH provide us with a letter addressed to the SEC stating whether or not it agrees with the above statements, and we received a letter from GBH stating that it agrees with the above statements.

New Independent Accountants

Our board of directors appointed Acquavella, Chiarelli, Shuster, Berkower & Co., LLP(“ACSB”) as our new independent registered public accounting firm effective as of August 11, 2010. During the two most recent fiscal years and through the date of our engagement, we did not consult with ACSB regarding either (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, or (2) any matter that was either the subject of a disagreement (as defined in Regulation S-K Item 304(a)(1)(v)), during the two most recent fiscal years.

Prior to engaging ACSB,ACSB did not provide our Company with either written or oral advice that was an important factor considered by our Company in reaching a decision to change our independent registered public accounting firm from GBH to ACSB.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August12, 2010, concurrent with the Reverse Merger, we adopted the fiscal year end of our PRC Subsidiaries, thereby changing our fiscal year end from February 28 to December 31. The audited financial statements for the new fiscal year will be reflected in the Company’s Form 10-K for the year ending December 31, 2010.

Item 5.06 Change in Shell Company Status

We were a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended) immediately before the Closing of the Reverse Merger. As a result of the Reverse Merger, Global Pharma is now our wholly-owned subsidiary. Global Pharma is the holding company of all the shares of BinomialBioPharm Group Limited (“Binomial”) and Hong Kong Wisdom Fortune Medicine Holding Group Limited (“Wisdom Fortune”), two wholly-owned Hong Kong-incorporated companies.

Wisdom Fortune holds all the equity interest in Shandong Global Pharm Co., Ltd. (“Yaoyuan”).

We are now, through our indirect wholly-owned PRC Subsidiaries, namely Xuelingxian, Tongdetang and Yaoyuan in the business of wholesale and retail distribution of pharmaceuticals-related products, Chinese herb cultivation and medicine raw materials preparations and as a result of the Reverse Merger on August 12, 2010, have ceased to be a “shell” company.

Item 9.01 Financial Statements and Exhibits.

(a)	Financial statements of businesses acquired.

The audited financial statements of Global Pharma as of December 31, 2009 and 2008 and unaudited financial statements as for the six months ended June 30, 2010 and 2009 are appended to this report beginning on page F-1.

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009 and 2008

TABLE OF CONTENTS

Report of Independent Registered Public Accounting Firm	F-1

Consolidated Balance Sheets	F-2

Consolidated Statements of Income and Comprehensive Income	F-3

Consolidated Statements of Cash Flows	F-4

Consolidated Statements of Stockholders’ Equity	F-5

Notes to Consolidated Financial Statements	F-6 - F-13

ACSB

Acquavella, Chiarelli, Shuster, Berkower & Co., LLP

517 Route One	Certified Public Accountants and Advisors	One Penn Plaza, 36th Floor
Iselin, New Jersey 08830		New York, NY 10019
732. 855.9600		212.867.1319
Fax:732.855.9559
www.acsbco.com

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors and Stockholder of

Global Pharma Enterprise Group Limited

We have audited the accompanying consolidated balance sheets of Global Pharma Enterprise Group Limited as of December 31, 2009 and 2008, and the related consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for the years then ended. The Company’s management is responsible for these financial statements. 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. The Company is not required to have, nor were we engaged to perform, and audit of its internal control over financial reporting. Our audits 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 the Company’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, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2009 and 2008 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.

/S/ ACQUAVELLA, CHIARELLI, SHUSTER, BERKOWER & CO., LLP

Iselin, New Jersey

August 2, 2010


New York	·	New Jersey	·	Cayman Islands

F-1

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31,

	2009			2008

ASSETS

Current assets:
Cash	$	7,455,147		$	5,188,587
Accounts receivable		11,707,848			8,564,025
Other receivable		-			1,772
Due from related parties		24,568			1,465,738
Inventories		9,373,762			7,180,388
Total current assets		28,561,325			22,400,510
Property and equipment, net		229,587			134,020
Total assets	$	28,790,912		$	22,534,530

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Line of Credit	$	219,751		$	-
Notes payable		219,751			-
Accounts payable		13,598,744			11,075,591
Accrued salary		218,546			148,043
Dividends payable		1,712,889			2,991,208
Income taxes payable		944,143			707,401
Other taxes payable		1,505,439			1,366,401
Other accrued liabilities		161,825			23,014
Total liabilities, all current		18,581,088			16,311,658

Stockholders' equity:
Common stock, par value, $ 1 per share, 50,000 shares authorized, issued and outstanding.		50,000			50,000
Stock subscription receivable		(50,000	)		(50,000	)
Paid-in Capital		2,458,223			2,458,223
Statutory surplus reserves		1,310,701			367,238
Retained earnings		6,206,903			3,121,166
Accumulated OCI		233,997			276,245

Total stockholders' equity		10,209,824			6,222,872

Total liabilities and stockholders' equity	$	28,790,912		$	22,534,530

See Notes to Consolidated Financial Statements.

F-2

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

YEARS ENDED DECEMBER 31,

	2009			2008

Revenues, net	$	86,784,002		$	54,475,666
Cost of Goods Sold		70,725,013			45,362,590
Gross Profit		16,058,989			9,113,076

Expenses:
Operating expenses		792,295			366,718
General and administrative		1,096,333			648,520
Income from Operations		14,170,361			8,097,838

Other Income (Expense)
Interest Income (Expense)		21,052			24,379
Miscellaneous Income (Expense)		8,266			(3,294	)
Income before Income Taxes		14,199,679			8,118,923

Provision for Income Taxes		3,298,277			2,029,731

Net Income	$	10,901,402		$	6,089,192

Basic and diluted weighted average shares		50,000			50,000
Earnings per share of common stock:
Basic and diluted earnings per share	$	218		$	122

Net Comprehensive Income
Net Income	$	10,901,402		$	6,089,192
Foreign currency translation adjustment		(42,248	)		52,607
Total comprehensive income	$	10,859,154		$	6,141,799

See Notes to Consolidated Financial Statements.

F-3

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31,

	2009			2008

Cash Flows from Operating Activities
Net Income	$	10,901,402		$	6,089,192
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		50,392			27,937

Changes in operating assets and liabilities:
Accounts receivable		(3,145,877	)		(1,795,590	)
Other receivables		(22,781	)		(141	)
Inventories		(2,195,407	)		(2,804,776	)
Accounts payable		2,526,380			3,338,722
Accrued payroll and employee benefits		70,527			54,687
Other payables and accrued liabilities		138,725			(662,809	)
Income taxes payable		236,928			58,799
Other taxes payable		139,620			1,294,565
Net Cash Provided by Operating Activities		8,699,909			5,600,586

Cash Flows from Investing Activities
Purchases of property, plant and equipment		(155,971	)		(58,434	)
Net Cash (Used in) Investing Activities		(155,971	)		(58,434	)

Cash Flows from Financing Activities:
Due from shareholders		1,463,979			(1,284,324	)
Due from related parties		-			2,442
Paid-in Capital		-			1,753,098
Dividend paid		(8,190,085	)		(3,425,268	)
Notes payable		219,597			-
Line of Credit		219,597			-

Net Cash (Used in) Financing Activities		(6,286,912	)		(2,954,052	)

Net Increase in Cash and Cash Equivalents		2,257,026			2,588,100
Effect of Exchange Rate Changes on Cash and Cash Equivalents		9,534			212,724
Cash - Beginning of Period		5,188,587			2,387,763
Cash - End of Period	$	7,455,147		$	5,188,587

Supplemental Disclosure of Cash Flow Information:
Cash paid for interest	$	2,490		$	-
Cash paid for income taxes	$	3,061,337		$	1,926,330

See Notes to Consolidated Financial Statements.

F-4

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

For the years ended at December 31, 2009 and 2008

	Shares of											Accumulated
	Common				Additional		Accumulated					Other						Total
	Stock		Common		Paid-in		Retained			Statuary		Comprehensive			Subscription			Stockholders'
	Outstanding		Stock		Capital		Earnings			Reserve		Income			Receivable			Equity

Balance, January 1, 2008		50,000	$	50,000	$	687,742	$	2,526,413		$	150,468	$	223,638		$	(50,000	)	$	3,588,261
Capital contribution						1,770,481													1,770,481
Net income								6,089,192											6,089,192
Distribution- Net income								(5,277,669	)										(5,277,669	)
Transfer to statutory reserve								(216,770	)		216,770								-
Foreign currency translation adjustments													52,607						52,607

Balance, December 31, 2008		134,020	$	50,000	$	2,458,223	$	3,121,166		$	367,238	$	276,245		$	(50,000	)	$	6,222,872

Balance, January 1, 2009		134,020	$	50,000	$	2,458,223	$	3,121,166		$	367,238	$	276,245		$	(50,000	)	$	6,222,872
Net income								10,901,402											10,901,402
Distribution- Net income								(6,872,202	)										(6,872,202	)
Transfer to statutory reserve								(943,463	)		943,463								-
Foreign currency translation adjustments													(42,248	)					(42,248	)

Balance, December 31, 2009		134,020	$	50,000	$	2,458,223	$	6,206,903		$	1,310,701	$	233,997		$	(50,000	)	$	10,209,824

See Notes to Consolidated Financial Statements.

F-5

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009 and 2008

Note 1 – ORGANIZATION

Global Pharma Enterprise Group Limited (the “Company”) was incorporated on June 14, 2010 under the laws of the British Virgin Island and is a holding company. The Company manufactures and distributes pharmaceutical products through its three operating subsidiaries located in China. On June 14, 2010 the Company acquired all of the outstanding shares of Bionminal Biopharm Group Limited, Incorporated under the laws of Hong Kong on September 9, 2009 and Hong Kong Wisdom Fortune Medicine Holding Group Limited, (formally Aecko Industrial Limited), incorporated under the laws of Hong Kong.

Tonghua Tongdetang Pharmaceutical Company was incorporated on February 2, 2002, under the laws of the People’s Republic of China (“PRC”). Anhui Xuelingxian Pharmaceutical was incorporated on July 23, 2008, under the laws of the PRC. Bionminal Biopharm Group Limited acquired 100% of both companies on May 8, 2010.

Shandong Yaoyuan Pharmaceutical Company (“Yaoyuan”) was incorporated on November 1, 2005, under the laws of the PRC. Hong Kong Wisdom Fortune Medicine Holding Group Limited acquired 100% of Yaoyuan on May 6, 2010.

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The Company's functional currency is the Chinese Renminbi; however the accompanying consolidated financial statements have been translated and presented in United States Dollars. The financial statements have been prepared on a Pro forma historical basis.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company. All significant inter-company accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying consolidated financial statements reflect the adjustments considered necessary for a fair presentation of the Company’s results as of December 31, 2009 and 2008 and for the years then ended.

Translation Adjustment

As of December 31, 2009 and 2008, the accounts of the Company were maintained in Chinese Yuan Renminbi (“CNY”). Such financial statements were translated into United States Dollars (“USD”) in accordance with the Foreign Currency Matters Topic of the FASB Accounting Standards Codification (“ASC 830”), with the CNY as the functional currency. According to ASC 830, all assets and liabilities were translated at the current exchange rate, stockholders’ equity is translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the FASB Accounting Standards Codification (“ASC 220”), as a component of shareholders’ equity. Transaction gains and losses are reflected in the income statement.

F-6

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009 and 2008

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Comprehensive Income

The Company follows the Comprehensive Income Topic of the FASB Accounting Standards Codification (“ASC 220”). Comprehensive income is a more inclusive financial reporting methodology that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income.

Risks and Uncertainties

The Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, by the general state of the PRC’s economy. The Company’s business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

The Company is subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history, foreign currency exchange rates and the volatility of public markets.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

There were no items of this nature during 2009 and 2008.

F-7

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009 and 2008

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cash

Cash includes cash in hand and cash in bank.

Accounts Receivable

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. There are no allowances for doubtful accounts as of December 31, 2009 and 2008.

Inventories

Inventories are valued at the lower of cost (determined on a weighted average basis) or market, if lower. As of December 31, 2009 and 2008, inventories consist of the following

	December 31,
	2009		2008
Finished goods	$	9,373,762	$	7,180,388

Property, Plant & Equipment

Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets with estimated lives of:

Office equipment	3-5 years
Operating equipment	4-10 years
Transportation equipment	5 years
Leasehold improvement	life of lease

As of December 31, 2009 and 2008, Property, Plant & Equipment consist of the following:

	December 31,
	2009			2008
Operating Equipment	$	219,321		$	84,878
Office equipment		73,382			51,811
Transportation equipment		10,267			10,272
Leasehold improvements		50,093			50,118
Sub-total		353,063			197,079
Less: Accumulated depreciation		(123,476	)		(63,059	)
Property, plant and equipment, net	$	229,587		$	134,020

Depreciation expenses totaled $50,392 and $27,937 for the years ended December 31, 2009 and 2008, respectively.

F-8

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009 and 2008

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Long-Lived Assets

Effective January 1, 2002, the Company adopted the Property, Plant and Equipment Topic of the FASB Accounting Standard Codification (“ASC 360”), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30, “Reporting the Results of Operations for a Disposal of a Segment of a Business.” The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. Based on its review, management of the Company believes that, as of December 31, 2009 and 2008, there were no impairments of its long-lived assets.

Revenue Recognition

The Company records revenues in accordance with its revenue recognition policies. Revenues generated from services are earned at the time of service while revenues generated through the sale of goods are recognized at such time the Company has transferred significant risks and rewards of ownership of the goods to the buyers; at time of shipment.

Revenues are recorded net of value-added taxes.

Income Taxes

The Company is subject to income taxes in accordance with the laws of the PRC. The statutory rate under the laws of the PRC is twenty-five percent.

Basic and Diluted Earnings per Share

Earnings per share are calculated in accordance with GAAP. The basic earnings per share are based upon the weighted average number of common shares outstanding. Dilutive earnings per share are based upon the weighted average shares of the common shares outstanding adjusted for the impact of potentially dilutive securities outstanding. There are no anti-dilutive shares.

Statement of Cash Flows

In accordance with GAAP, cash flows from the Company’s operations are based upon the local currency. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheet.

F-9

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009 and 2008

Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash and accounts receivable arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. As of December 31, 2009 and 2008, there was no allowance for uncollectible accounts as previously discussed.

Recent Accounting Pronouncements

In April 2009, the Financial Accounting Standards Board (“FASB”) issued the following new accounting standards:

In August 2009, the FASB issued ASU No. 2009-05, Measuring Liabilities at Fair Value, which provides additional guidance on how companies should measure liabilities at fair value under ASC 820. The ASU clarifies that the quoted price for an identical liability should be used. However, if such information is not available, an entity may use, the quoted price of an identical liability when traded as an asset, quoted prices for similar liabilities or similar liabilities traded as assets, or another valuation technique (such as the market or income approach). The ASU also indicates that the fair value of a liability is not adjusted to reflect the impact of contractual restrictions that prevent its transfer and indicates circumstances in which quoted prices for an identical liability or quoted price for an identical liability traded as an asset may be considered level 1 fair value measurements. This ASU is effective October 1, 2009. The Company has evaluated the impact of this standard, and it has no effect on the Company’s consolidated results of operations or financial condition.

Note 3 – INTANGIBLE ASSETS

The Company uses a trademark for drug packaging that is owned by a former shareholder of Yaoyuan. The trademark was applied for on May 16, 2008 and approved on April 7, 2010 and was subsequently transferred to Yaoyuan without cost or value. The trademark will expire on April 6, 2020. While all associated costs have been paid for by the shareholder, the Company uses this trademark at no cost.

The Company uses a trademark for pharmaceutical product that is owned by a former shareholder of Xuelingxian, pursuant to a license agreement dated January 1, 2009 for a term from January 1, 2009 to January 1, 2014. The Company does not have to pay any license fee for the use of the trademark.

F-10

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009 and 2008

Note 4 – DUE FROM RELATED PARTIES

During 2008 the Company advanced a director and former shareholder approximately $1,465,000. The advance bears no interest and was payable upon demand. This amount was repaid during 2009.

During 2009, the Company advanced related parties certain monies bearing no interest and payable upon demand. At December 31, 2009, $24,500 remained outstanding.

Note 5 – NOTES PAYABLE

The Company entered into a note payable on December 23, 2009 with Shandong Qilu bank. The loan amount is $219,751 and is due on December 21, 2010. Term of this loan calls for monthly principal repayment plus interest at the one-year commercial loan rate issued by the People’s Bank of China plus 40% (7.434% at December 31, 2009) each month. There was no outstanding note payable balance at December 31, 2008.

The Company entered an entrustment guarantee contract with Kexin Fengda Investment Guarantee Co, Ltd (“Kexin Fengda”) whereby Kexin Fengda guarantees the note payable to Shandong Qilu bank. Kexin Fengda received payment of approximately $6,000 in consideration for this guarantee.

The chairman of the Company provided counter-guarantee to Kexin Fengda using all his personal/family assets.

The interest expense was $2,940 and $0 for the years ended December 31, 2009 and 2008, respectively.

Note 6 – LINE-OF-CREDIT

The Company has a line-of credit with Qilu bank in the amount of $219,751 as of December 31, 2009. The term is six-month and bearing non-interest. The balance outstanding at December 31, 2009 is $219,751. There was no outstanding line-of-credit balance at December 31, 2008.

Note 7 – COMPENSATED ABSENCES

Regulation 45 of the local labor law of the People’s Republic of China (“PRC”) entitles employees to annual vacation leave after 1 year of service. In general, all leave must be utilized annually, with proper notification. Any unutilized leave is cancelled.

Note 8 – RELATED PARTY TRANSACTIONS

At December 31, 2009 and 2008, the Company had $24,568 and $1,465,738, respectively, due from related parties. These balances are non-interest bearing and payable upon demand.

The Company uses a trademark for drug packaging that is owned by a former shareholder of Yaoyuan. The trademark was applied for May 16, 2008, approved April 7, 2010 and expires April 6, 2020. While all associated costs have been paid for by the shareholder, the Company uses this trademark at no cost.

Subsequent to year-end, through the reverse merger with Wisdom and subsequent acquisition by Global Pharma Enterprise Group Limited, see Note 12, this shareholder is no longer a shareholder of Yaoyuan effective with the acquisition dates.

During 2009, Xuelingxian had sales of approximately $1.4 million to a number of related parties; employees and a shareholder.

F-11

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009 and 2008

Note 9 – STATUTORY RESERVE

In accordance with the laws and regulations of the PRC, a wholly-owned Foreign Invested Enterprises income, after the payment of the PRC income taxes, shall be allocated to the statutory surplus reserves and statutory public welfare fund. Prior to January 1, 2006 the proportion of allocation for reserve was 10 percent of the profit after tax to the surplus reserve fund and additional 5-10 percent to the public affair fund. The public welfare fund reserve was limited to 50 percent of the registered capital. Effective January 1, 2006, there is now only one fund requirement. The reserve is 10 percent of income after tax, not to exceed 50 percent of registered capital.

Company in the form of cash dividends, loans or advances. These reserves are therefore not available for distribution except in liquidation.

Note 10 – COMMITMENTS

The Company leases various facilities under lease agreements ranging from month to month to fifteen year terms. Rental expense for the years ended December 31, 2009 and 2008 was $315,255 and $171,461, respectively.

Additionally, subsequent to December 31, 2009, the Company entered into a five-year land lease expiring December 31, 2014. The future minimum obligations under the aforementioned agreements are as follows:

2010	$	2,962,874
2011		2,993,865
2012		2,842,485
2013		2,507,402
2014		2,374,277
Thereafter	$	1,509,849

During 2008, Yaoyuan entered into an employment contract with Zhao Guojun to act as deputy general manager. The annual salary is approximately $9,000 and the contract expires October 31, 2011.

Note 11 – CONCENTRATIONS

The Company had one customer who accounted for approximately 14% and 13% of accounts receivable at December 31, 2009 and 2008, respectively. There were no sales concentrations during either year.

Two vendors accounted for approximately 21% and 31% of the Company’s purchases for the years ended December 31, 2009 and 2008, respectively.

One vendor accounted for approximately 26% of the Company’s accounts payable at December 31, 2009 whereas two vendors accounted for approximately 45% of the Company’s accounts payable at December 31, 2008.

F-12

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2009 and 2008

Note 12 – SUBSEQUENT EVENTS

During May 2010, Yaoyuan was acquired by Wisdom Fortune Medicine Holding Group, Inc. (“Wisdom”) in a transaction treated as a reverse merger.

During May 2010, Xuelingxian and Tongdetang were both acquired by Binomial BioPharm, Inc. (“Binomial”) in a transaction treated as a reverse merger. The merger between Tongdetang and Binomial was approved for a duration of 20 years.

On June 14, 2010, the outstanding stock of Binomial and Wisdom was acquired by Global Pharma Enterprise Group Limited (“Global”) in a transaction treated as a reverse merger.

During June 2010, Xuelingxian has entered into a five-year land lease agreement for approximately $2.2 million per year. Refer to Note 10.

During March 2010, Xuelingxian has entered into an annual lease agreement with a five-year cooperation agreement. Refer to Note 10.

Accordingly, since the shareholder of Yaoyuan, Xuelingxian and Tongdetang acquired more than 50% of the stock of Wisdom and Binomial, Global is required to report, and present and future filings, all of the historical information of these companies since inception.

The acquisitions by Global of Wisdom and Binomial in the interim period subsequent to the December 31, 2009 are accordingly being reported and included as pro-forma financial information at that date.

The Company has evaluated subsequent events through August 2, 2010 and has determined all material subsequent events have been disclosed.

F-13

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

AND

INDEPENDENT AUDITORS' REPORT

JUNE 30, 2010

F-14

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

CONTENTS

Independent Auditors' Review Report	F-16

Consolidated Financial Statements

Balance Sheets	F-17

Statements of Income and Comprehensive Income	F-18

Statements of Cash Flows	F-19

Statements of Stockholders Equity	F-20

Notes to Financial Statements	F-21-F-27

F-15

ACSB

Acquavella, Chiarelli, Shuster, Berkower & Co., LLP

517 Route One	Certified Public Accountants and Advisors	One Penn Plaza, 36th Floor
Iselin, New Jersey 08830		New York, NY 10019
732. 855.9600		212.867.1319
Fax:732.855.9559
www.acsbco.com

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

To the Board of Directors and Stockholders of

Global Pharma Enterprise Group Limited

We have reviewed the accompanying consolidated balance sheet of Global Pharma Enterprise Group Limited (the “Company”) at June 30, 2010, and the related consolidated statements of income and comprehensive income for the three and six month periods ended June 30, 2010 and 2009 and consolidated statements of cash flows and stockholders’ equity for the six months then ended. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review consists principally of inquiries of Company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

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

We have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2009 and the related consolidated statements of income and comprehensive income, stockholders’ equity and cash flows for the year then ended; and in our report dated August 2, 2010, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2009, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/S/ ACQUAVELLA, CHIARELLI, SHUSTER, BERKOWER & CO., LLP

Iselin, New Jersey

August 18, 2010


New York	·	New Jersey	·	Cayman Islands

F-16

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

CONSOLIDATED BALANCE SHEETS

June 30, 2010 and December 31, 2009
	June 30, 2010			December 31, 2009
	(unaudited)			(audited)
ASSETS

Current assets
Cash	$	10,169,823		$	7,455,147
Accounts receivable		13,099,650			11,707,848
Other current assets		1,158,508			-
Due from related parties		33,926			24,568
Inventories		14,750,986			9,373,762

Total current assets		39,212,893			28,561,325

Property and equipment, net		203,705			229,587

Total assets	$	39,416,598		$	28,790,912

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities
Notes payable	$	438,000		$	219,751
Line-of-credit		-			219,751
Accounts payable		21,060,188			13,598,744
Accrued salary		85,265			218,546
Dividends payable		853,519			1,712,889
Income taxes payable		1,267,758			944,143
Other taxes payable		397,149			1,505,439
Due to related parties		132,717			-
Other accrued liabilities		166,459			161,825

Total liabilities, all current		24,401,055			18,581,088

Stockholder's equity
Common stock, par value, $ 1 per share, 50,000 shares authorized, issued and outstanding		50,000			50,000
Stock subscription receivable		(50,000	)		(50,000	)
Paid-in capital		2,458,223			2,458,223
Statutory surplus reserves		1,310,701			1,310,701
Retained earnings		11,040,984			6,206,903
Accumulated other comprehensive income		205,635			233,997

Total stockholder's equity		15,015,543			10,209,824

Total liabilities and stockholder's equity	$	39,416,598		$	28,790,912

See notes to consolidated financial statements.

F-17

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

Six and Three Month Periods Ended June 30, 2010 and 2009
	Three Months Ended June 30,					Six Months Ended June 30,
	2010 (unaudited)			2009 (unaudited)		2010 (unaudited)			2009 (unaudited)

Revenues, net	$	30,530,977		$	19,189,756	$	59,259,637		$	38,952,977

Cost of goods sold		24,989,792			15,524,554		48,632,162			31,687,148

Gross profit		5,541,185			3,665,202		10,627,475			7,265,829

Expenses
Operating expenses		233,371			198,606		364,999			298,644
General and administrative		302,659			259,179		673,048			515,866

Total expenses		536,030			457,785		1,038,047			814,510

Income from operations		5,005,155			3,207,417		9,589,428			6,451,319

Other income (expense)
Interest income (expense), net		13,226			6,450		17,874			13,007

Income before income taxes		5,018,381			3,213,867		9,607,302			6,464,326

Provision for income taxes		1,255,682			807,246		2,419,451			1,619,857

Net income	$	3,762,699		$	2,406,621	$	7,187,851		$	4,844,469

Basic and diluted weighted average shares		50,000			50,000		50,000			50,000

Earnings per share of common stock
Basic and diluted earnings per share	$	75.25		$	48.13	$	143.76		$	96.89

Net comprehensive income
Net income	$	3,762,699		$	2,406,621	$	7,187,851		$	4,844,469
Foreign currency translation adjustment		(27,496	)		90,802		(28,362	)		240,720

Total comprehensive income	$	3,735,203		$	2,497,423	$	7,159,489		$	5,085,189

See notes to consolidated financial statements.

F-18

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Month Periods Ended June 30, 2010 and 2009
	2010 (unaudited)			2009 (unaudited)
Cash flows from operating activities
Net income	$	7,187,851		$	4,844,469
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		29,169			23,007
Changes in operating assets and liabilities:
Accounts receivable		(1,431,800	)		(456,481	)
Due from related parties		(33,983	)		-
Other current assets		(1,158,550	)		(411	)
Inventories		(5,409,249	)		(8,345,108	)
Accounts payable		7,507,902			6,214,516
Accrued payroll and employee benefits		(132,534	)		(51,635	)
Other payables and accrued liabilities		5,187			31,006
Income taxes payable		326,841			(398,520	)
Other taxes payable		(1,103,146	)		(582,852	)

Net cash provided by operating activities		5,787,688			1,277,991

Cash flows used in investing activities
Purchases of property, plant and equipment		(9,063	)		(119,219	)
Net Cash (Used in) Investing Activities		(9,063	)		(119,219	)

Cash flows from financing activities
Due to related parties		132,940			-
Due from shareholders		24,484			1,607,428
Dividend paid		(3,208,521	)		(3,441,779	)
Notes payable		(219,000	)		438,389
Line-of-credit		219,000			-

Net cash used in financing activities		(3,051,097	)		(1,395,962	)

Net increase in cash and cash equivalents		2,727,528			(237,190	)

Effect of exchange rate changes on cash and cash equivalents		(12,852	)		8,507

Cash, beginning of period		7,455,147			5,188,587

Cash, end of period	$	10,169,823		$	4,959,904

Supplemental disclosure of cash flow information
Cash paid for interest	$	12,908		$	-
Cash paid for income taxes	$	2,743,066		$	1,219,972

See notes to consolidated financial statements.

F-19

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

Six Month Period Ended June 30, 2010 and Year Ended December 31, 2009
	Shares of common stock outstanding		Common stock		Additional paid-in capital		Accumulated retained earnings			Statuary reserve		Accumulated other comprehensive income			Subscription receivable			Total stockholder's equity

Balance, January 1, 2009		50,000	$	50,000	$	2,458,223	$	3,121,166		$	367,238	$	276,245		$	(50,000	)	$	6,222,872

Net income		-		-		-		10,901,402			-		-			-			10,901,402

Distribution- Net income		-		-		-		(6,872,202	)		-		-			-			(6,872,202	)

Transfer to statutory reserve		-		-		-		(943,463	)		943,463		-			-			-

Foreign currency translation adjustments		-		-		-		-			-		(42,248	)		-			(42,248	)

Balance, December 31, 2009		50,000		50,000		2,458,223		6,206,903			1,310,701		233,997			(50,000	)		10,209,824

Net income		-		-		-		7,187,851			-		-			-			7,187,851

Distribution- net income		-		-		-		(2,353,770	)		-		-			-			(2,353,770	)

Foreign currency translation adjustments		-		-		-		-			-		(28,362	)		-			(28,362	)

Balance, June 30, 2010		50,000	$	50,000	$	2,458,223	$	11,040,984		$	1,310,701	$	205,635		$	(50,000	)	$	15,015,543

See notes to consolidated financial statements.

F-20

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The Company's functional currency is the Chinese Renminbi; however the accompanying consolidated financial statements have been translated and presented in United States Dollars. The consolidated financial statements have been prepared on a Pro forma historical basis.

Principles of Consolidation

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Translation Adjustment

As of June 30, 2010 and December 31, 2009, the accounts of the Company were maintained in Chinese Yuan Renminbi (“CNY”) and Hong Kong Dollars (“HKD”). Such consolidated financial statements were translated into United States Dollars (“USD”) in accordance with the Foreign Currency Matters Topic of the FASB Accounting Standards Codification (“ASC 830”), with the CNY as the functional currency. According to ASC 830, all assets and liabilities were translated at the current exchange rate, stockholders’ equity is translated at the historical rates and income statement items are translated at the average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income in accordance with the Comprehensive Income Topic of the FASB Accounting Standards Codification (“ASC 220”), as a component of shareholders’ equity. Transaction gains and losses are reflected in the income statement.

F-21

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Nature of Operations and Summary of Significant Accounting Policies (Continued)

Comprehensive Income

Risks and Uncertainties

Contingencies

Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material would be disclosed.

Loss contingencies considered to be remote by management are generally not disclosed unless they involve guarantees, in which case the guarantee would be disclosed.

There were no items of this nature during the six month period ended June 30, 2010 and the year ended December 31, 2009.

Cash

Cash includes cash in hand and cash in bank.

Accounts Receivable

F-22

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Nature of Operations and Summary of Significant Accounting Policies (Continued)

Inventories

Inventories are valued at the lower of cost (determined on a weighted average basis) or market, if lower. At June 30, 2010 and December 31, 2009, inventories consist of the following:

	June 30, 2010		December 31, 2009

Raw materials	$	1,484,114	$	1,401,865
Work-in-progress		3,676,593		-
Finished goods		9,590,279		7,971,897

	$	14,750,986	$	9,373,762

Property, Plant & Equipment

Office equipment	3-5 years
Operating equipment	4-10 years
Transportation equipment	5 years
Leasehold improvement	life of lease

At June 30, 2010 and December 31, 2009, Property, Plant & Equipment consist of the following:

	June 30, 2010			December 31, 2009

Operating equipment	$	221,640		$	219,321
Office equipment		80,923			73,382
Transportation equipment		10,293			10,267
Leasehold improvements		50,220			50,093
Sub-total		363,076			353,063
Less: Accumulated depreciation		(156,935	)		(123,476	)
Property, plant and equipment, net	$	203,705		$	229,587

Depreciation expense was $29,169 and $23,007 for the six-month periods ended June 30, 2010 and 2009, respectively.

F-23

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Nature of Operations and Summary of Significant Accounting Policies (Continued)

Long-Lived Assets

Effective January 1, 2002, the Company adopted the Property, Plant and Equipment Topic of the FASB Accounting Standard Codification (“ASC 360”), which addresses financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,” and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30, “Reporting the Results of Operations for a Disposal of a Segment of a Business.” The Company periodically evaluates the carrying value of long-lived assets to be held and used in accordance with ASC 360, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair market value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair market values are reduced for the cost of disposal. Based on its review, management of the Company believes that, at June 30, 2010 and December 31, 2009, there were no impairments of its long-lived assets.

Revenue Recognition

Revenues are recorded net of value-added taxes.

Advertising Expense

Advertising costs are charged to expense as incurred. Such costs were approximately $50,000 and $35,000 for the six and three month periods ended June 30, 2010, respectively. Whereas such costs were approximately $41,000 for both the six and three month periods ended June 30, 2009.

Income Taxes

The Company is subject to income taxes in accordance with the laws of the PRC. The statutory rate under the laws of the PRC is twenty-five percent.

Basic and Diluted Earnings per Share

Statement of Cash Flows

F-24

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Nature of Operations and Summary of Significant Accounting Policies (Continued)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk are cash and accounts receivable arising from its normal business activities. The Company places its cash in what it believes to be credit-worthy financial institutions. The Company has a diversified customer base. The Company controls credit risk related to accounts receivable through credit approvals, credit limits and monitoring procedures. The Company routinely assesses the financial strength of its customers and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited. At June 30, 2010 and December 31, 2009, there was no allowance for uncollectible accounts as previously discussed.

2.	Intangible Assets

3.	Notes Payable

The Company entered into a note payable on December 23, 2009 with Shandong Qilu bank. The loan amount is $219,000 and $219,751 at June 30, 2010 and December 31, 2009, respectively, and is due on December 21, 2010. Term of this loan calls for monthly principal repayment plus interest at the one-year commercial loan rate issued by the People’s Bank of China plus 40% (7.434% at December 23, 2009) each month.

The chairman of the Company provided counter-guarantee to Kexin Fengda using all his personal/family assets.

The Company entered into a note payable on March 22, 2010 with Shandong Qilu Bank. The loan amount is $219,000 at June 30, 2010 and is due on March 22, 2011. Term of this loan calls for monthly principal repayment plus interest at the one-year commercial loan rate issued by the People’s Bank of China plus 20% (6.372% at March 22, 2010) each month.

The Company entered a pledge agreement with Qilu Bank, which requested at least 6 million RMB of inventories to secure the loan. Qilu Bank has authorized Shandong Woerde Guarantee Company to supervise the pledged inventories.

The interest expense was $12,908 and $0 for the periods ended June 30, 2010 and 2009, respectively.

F-25

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.	Line-of-Credit

The Company has a line-of-credit with Qilu bank in the amount of $219,751 as of December 31, 2009. The term is six-month and bearing non-interest. The balance outstanding at December 31, 2009 was $219,751.

The Company has a line-of-credit with Qilu Bank in the amount of $219,000 at June 30, 2010. The one-year line-of-credit commenced on March 22, 2010 and bears no interest and expires March 22, 2011. The Company does not have an outstanding balance at June 30, 2010.

5.	Compensated Absences

6.	Related Party Transactions

At June 30, 2010 and December 31, 2009, the Company had $33,926 and $24,568, respectively, due from related parties. These balances are non-interest bearing and payable upon demand.

At June 30, 2010, the Company owed certain related parties $132,717. No monies were due at December 31, 2009.

7.	Statutory Reserve

Statutory Reserve funds are restricted for set off against losses, expansion of production and operation or increase in register capital of the respective company. Statutory public welfare fund is restricted to the capital expenditures for the collective welfare of employees. These reserves are not transferable to the Company in the form of cash dividends, loans or advances. These reserves are therefore not available for distribution except in liquidation.

F-26

GLOBAL PHARMA ENTERPRISE GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.	Commitments

The Company leases various facilities under lease agreements ranging from month to month to fifteen year terms. Rental expense for the periods ended June 30, 2010 and 2009 was approximately $654,000 and $590,000, respectively. Of these amounts, approximately $549,000 and $506,000 related to a land lease has been capitalized as a component of inventory and will be recorded in cost of sales at such time as goods are sold.

The future minimum obligations under the aforementioned agreements at June 30, 2010 are as follows:

2011	$	2,716,572
2012		2,417,936
2013		2,374,996
2014		1,825,309
2015		176,248
Thereafter	$	1,241,077

During 2008, Yaoyuan entered into an employment contract with Zhao Guojun to act as deputy general manager. The annual salary is approximately $9,000 and the contract expires October 31, 2011.

9.	Concentrations

Two vendors accounted for approximately 43% and 46% of the Company’s purchases for the six and three months ended June 30, 2010, respectively, whereas one vendor accounted for approximately 16% and 12% of the Company’s purchases for the six and three months ended June 30, 2009, respectively.

Two vendors accounted for approximately 57% of the Company’s accounts payable at June 30, 2010 whereas one vendor accounted for approximately 26% of the Company’s accounts payable at December 31, 2009.

One customer accounted for approximately 12% and 14% of accounts receivable at June 30, 2010 and December 31, 2009, respectively. There were no customers who accounted for greater than 10% of accounts receivable at June 30, 2010.

10.	Subsequent Events

On August 12, 2010, the Company entered into and consummated a share exchange agreement with Top Flight Gamebirds, Inc. (“Top Flight”). The Company acquired 1,800,000 shares of Top Flight’s common stock in exchange for its 50,000 shares issued and outstanding.

The Company has evaluated subsequent events and has determined all material subsequent events have been disclosed.

F-27

(b)	Pro forma financial information

The pro forma financial information concerning the acquisition of the business operations of our PRC Subsidiaries appears below.

	Global Pharma									Top Flight
	Enterprise Group Limited									Game Birds, Inc.
	Consolidated Balance Sheets									Balance Sheets									Pro Forma									Pro Forma
	12/31/09			12/31/08			06/30/10			02/28/10			02/28/09			06/30/10			Adjustments									Consolidated Balance Sheets
	(Audited)			(Audited)			(Unaudited)			(Audited)			(Audited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)		(Unaudited)		(Unaudited)
ASSETS
Current assets:
Cash		7,455,147			5,188,587			10,169,823			1,539			21,333			3,617			(1,539	)		(21,333	)		(3,617	)		7,455,147		5,188,587		10,169,823
Accounts receivable		11,707,848			8,564,025			13,099,650			-			-			-			-			-			-			11,707,848		8,564,025		13,099,650
Other current assets		-			1,772			1,158,508			-			-			-			-			-			-			-		1,772		1,158,508
Due from related parties		24,568			1,465,738			33,926			-			-			-			-			-			-			24,568		1,465,738		33,926
Inventories		9,373,762			7,180,388			14,750,986			623			-			-			(623	)		-			-			9,373,762		7,180,388		14,750,986
Total current assets		28,561,325			22,400,510			39,212,893			2,162			21,333			3,617			(2,162	)		(21,333	)		(3,617	)		28,561,325		22,400,510		39,212,893
Property and equipment, net		229,587			134,020			203,705			173			597			67			(173	)		(597	)		(67	)		229,587		134,020		203,705
Total assets		28,790,912			22,534,530			39,416,598			2,335			21,930			3,684			(2,335	)		(21,930	)		(3,684	)		28,790,912		22,534,530		39,416,598

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Line of credit		219,751			-			-			-			-			-			-			-			-			219,751		-		-
Notes payable		219,751			-			438,000			-			-			12,060			-			-			(12,060	)		219,751		-		438,000
Accounts payable		13,598,744			11,075,591			21,060,188			22,212			21,316			19,859			(22,212	)		(21,316	)		(19,859	)		13,598,744		11,075,591		21,060,188
Accrued salary		218,546			148,043			85,265			-			-			-			-			-			-			218,546		148,043		85,265
Dividends payable		1,712,889			2,991,208			853,519			-			-			-			-			-			-			1,712,889		2,991,208		853,519
Income taxes payable		944,143			707,401			1,267,758			-			-			-			-			-			-			944,143		707,401		1,267,758
Other taxes payable		1,505,439			1,366,401			397,149			-			-			-			-			-			-			1,505,439		1,366,401		397,149
Due to related parties		-			-			132,717
Other accrued liabilities		161,825			23,014			166,459			-			-			-			-			-			-			161,825		23,014		166,459
Total liabilities, all current		18,581,088			16,311,658			24,401,055			22,212			21,316			31,919			(22,212	)		(21,316	)		(31,919	)		18,581,088		16,311,658		24,401,055

Stockholders' equity (deficit)
Preferred stock, $0.001 par value per shares,10,000,000 shares authorized; none issued											-						-			-			-			-			-		-		-
Common stock, par value, $0.001 per share, 100,000,000 shares authorized; 24,200,000 shares issued and outstanding											24,200			24,200			24,200			-			-			-			24,200		24,200		24,200
Common stock, par value, $1 per share, 50,000 shares authorized, 50,000 shares issued and outstanding		50,000			50,000			50,000												(50,000	)		(50,000	)		(50,000	)		-		-		-
Stock subscription receivable		(50,000	)		(50,000	)		(50,000	)											50,000			50,000			50,000			-		-		-
Paid-in capital		2,458,223			2,458,223			2,458,223												(2,458,223	)		(2,458,223	)		(2,458,223	)		-		-		-
Additional paid-in capital											83,000			74,600			85,100			2,351,023			2,359,423			2,348,923			2,434,023		2,434,023		2,434,023
Statutory surplus reserves		1,310,701			367,238			1,310,701			-						-			-						-			1,310,701		367,238		1,310,701
Retained earnings (Accumulated deficit)		6,206,903			3,121,166			11,040,984			(127,077	)		(98,186	)		(137,535	)		127,077			98,186			137,535			6,206,903		3,121,166		11,040,984
Accumulated other comprehensive income		233,997			276,245			205,635			-			-			-			-			-			-			233,997		276,245		205,635
Total stockholders' equity (deficit)		10,209,824			6,222,872			15,015,543			(19,877	)		614			(28,235	)		19,877			(614	)		28,235			10,209,824		6,222,872		15,015,543
Total liabilities and stockholders' equity (deficit)		28,790,912			22,534,530			39,416,598			2,335			21,930			3,684			(2,335	)		(21,930	)		(3,684	)		28,790,912		22,534,530		39,416,598

	Global Pharma									Top Flight
	Enterprise Group Limited									Game Birds, Inc.
	Statements of Income and Comprehensive Income									Statements of Income and Comprehensive Income															Pro Forma
	For the year/period ended									For the year/period ended									Pro Forma						Consolidated Statements of Income and
	12/31/09			12/31/08			06/30/10			02/28/10			02/28/09			06/30/10			Adjustments						Comprehensive Income
	(Audited)			(Audited)			(Unaudited)			(Audited)			(Audited)			(Unaudited)			(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)

Revenues, net		86,784,002			54,475,666			59,259,637			22,476			35,659			7,816			-		-		-		86,806,478			54,511,325			59,267,453
Cost of Goods Sold		70,725,013			45,362,590			48,632,162			3,151			29,566			623			-		-		-		70,728,164			45,392,156			48,632,785
Gross Profit		16,058,989			9,113,076			10,627,475			19,325			6,093			7,193			-		-		-		16,078,314			9,119,169			10,634,668
Expenses:
Operating expenses		792,295			366,718			364,999			-			-			-			-		-		-		792,295			366,718			364,999
General and administrative		1,096,333			648,520			673,048			48,216			82,658			17,516			-		-		-		1,144,549			731,178			690,564
Income (loss) from operations		14,170,361			8,097,838			9,589,428			(28,891	)		(76,565	)		(10,323	)		-		-		-		14,141,470			8,021,273			9,579,105
Other Income (Expense)
Interest income (Expense)		21,052			24,379			17,874			-			-			(135	)		-		-		-		21,052			24,379			17,739
Miscellaneous income (Expense)		8,266			(3,294	)		-			-			-			-			-		-		-		8,266			(3,294	)		-
Income before income taxes		14,199,679			8,118,923			9,607,302			(28,891	)		(76,565	)		(10,458	)		-		-		-		14,170,788			8,042,358			9,596,844
Provision for Income Taxes		3,298,277			2,029,731			2,419,451			-			-			-			-		-		-		3,298,277			2,029,731			2,419,451
Net Income (loss)		10,901,402			6,089,192			7,187,851			(28,891	)		(76,565	)		(10,458	)		-		-		-		10,872,511			6,012,627			7,177,393
Other comprehensive income
Foreign currency translation adjustment		(42,248	)		52,607			(28,362	)		-			-			-			-		-		-		(42,248	)		52,607			(28,362	)
Total comprehensive income		10,859,154			6,141,799			7,159,489			(28,891	)		(76,565	)		(10,458	)		-		-		-		10,830,263			6,065,234			7,149,031

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – BASIS OF PRESENTATION

On August 6, 2010, Global Pharma Enterprise Group Limited (the “Company”) entered into a Share Exchange Agreement with Top Flight Game Birds, Inc. (Top Flight), whereby Top Flight acquired 100% of the issued and outstanding capital stock of the Company in exchange for 19,094,000 shares of the common stock of Top Flight. As a result of the reverse acquisition, the Company became Top Flight’s wholly-owned subsidiary and the former shareholders of the Company became controlling stockholders of Top Flight. The share exchange transaction with Top Flight was treated as a reverse acquisition, with the Company as the accounting acquirer and Top Flight as the acquired party.

Consequently, the assets and liabilities and the historical operations that will be reflected in the consolidated financial statements for periods prior to the Share Exchange Agreement will be those of the Company and will be recorded at the historical cost basis. After the completion of the Share Exchange Agreement, the Company’s consolidated financial statements will include the assets and liabilities of the Company and Action, the historical operations of the Company and the operations of Top Flight from the closing date of the Share Exchange Agreement.

These pro forma consolidated financial statements are prepared assuming the above transaction occurred on December 31, 2008 (as to the balance sheets) and on January 1, 2008(as to the income statements).

Audited and unaudited financial statements of the Company and Top Flight have been used in the preparation of these pro forma consolidated financial statements. These pro forma consolidated financial statements should be read in conjunction with the historical financial statements of Top Flight and the Company.

		Pro Forma Adjustments			Pro Forma Adjustments			Pro Forma Adjustments
		December 31, 2008			December 31, 2009			June 30, 2010
1	Common stock		50,000			50,000			50,000
	Paid-in capital		2,458,223			2,458,223			2,458,223
	Additional paid-in capital			2,458,223			2,458,223			2,458,223
	Subscription receivable			50,000			50,000			50,000

2	Notes payable		-			-			12,060
	Accounts payable		21,316			22,212			19,859
	Additional paid-in capital		98,800			107,200			109,300
	Cash			21,333			1,539			3,617
	Inventory			-			623			-
	Property and equipment			597			173			67
	Accumulated deficit			98,186			127,077			137,535

1	To consolidate the equity of the Company through its elimination, into Top Flight GameBirds, Inc.

2	To recapitalize the Company, (or reverse merger), through the elimination of Top Flight GameBirds, Inc. cash, inventory, PPE, notes payable, and accounts payable.

Reference is made to Items 9.01(a) and 9.01(b) above and the exhibits referred to therein, which are incorporated herein by reference.

(d) The following exhibits are filed with this report:

Exhibit Number		Description
3.1		Articles of Incorporation *
3.2		Bylaws *
3.3		Specimen of Common Stock Certificate
10.1		Share Exchange Agreement, dated August 12, 2010, by and among Top Flight, Global Pharma, and Mei Li Sai
10.2		Loan Agreement, dated as of December 23, 2009, by and between Yaoyuan and Qilu Bank
10.3		Loan Agreement, dated as of March 22, 2010, by and between Yaoyuan and Qilu Bank
10.4		Lease Agreement, by and between Xuelingxian and Anhui Fengyi Institute of Traditional Chinese Medicine
10.5		Lease Agreement, dated as of June 23, 2010, by and between Meng Wang Village Committee of Dayang Town of Qiaocheng District in Bozhou City and Xuelingxian
10.6		Lease Agreement, dated as of May 27, 2009, by and between Yaoyuan and General Tobacco Group Co., Ltd.
10.7		Lease Agreement, dated as of March 1, 2010, by and between Yaoyuan and Jiangjun Trading Co., Ltd.
10.8		Lease Agreement, dated as of March 1, 2010, by and between Yaoyuan and Jiangjun Trading Co., Ltd.
10.9		Lease Agreement, dated as of October 25, 2006, by and between Xu Shujun and Tongdetang

10.10		Supply Agreement, dated as of January 9, 2009, by and between Changchun Yongxin Dirui Drug Co., Ltd. and Tongdetang
10.11		Supply Agreement, dated as of January 16, 2009, by and between Changchun Changheng Pharmaceutical Co., Ltd. and Tongdetang
10.12		Supply Agreement, dated as of February 1, 2009, by and between Bozhou City Zhengzhong Herb Pieces Co. and Xuelingxian
10.13		Sales Agreement, dated as of January 20, 2009, by and between Anhui Province Suzhou City Herb Pieces Co. and Xuelingxian
10.14		Distribution Agreement, dated as of March 15, 2009, by and between Anhui Province Suzhou Herb Pieces Co. and Xuelingxian
10.15		Trademark License Agreement, dated as of January 1, 2009, by and between Jingsheng Wang and Xuelingxian
10.16		Trademark License Declaration, dated April 7, 2010, by Yanliang Song
10.17		Employment Agreement, dated as of August 6, 2010, by and between Yunlu Yin and Top Flight
10.18		Employment Agreement, dated as of August 6, 2010, by and between An Fu and Top Flight
10.19		Employment Agreement, dated as of August 6, 2010, by and between Dan Li and Top Flight
16.1		Letter from the Company to GBH CPAs, CPA, dated as of August 11, 2010
16.2		Letter from GBH CPAs to the SEC, dated as of August 12, 2010
16.3		Consent Letter of Acquavella, Chiarelli, Shuster, Berkower & Co., LLP dated as of August 25, 2010
21.1		List of Subsidiaries

*Incorporated by reference to the exhibit to our registration statement on Form S-1 filed with the SEC on July 11, 2008.

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.

	TOP FLIGHT GAMEBIRDS, INC.

Date: August 25, 2010

	/s/ Yunlu Yin
	Name: Yunlu Yin
	Title: Chief Executive Officer

Delaware		333-152286		20-8767223
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

25/F New World Center, No. 6009 Yitian Road, Futian District, Shenzhen, PRC		518026
(Address of principal executive offices)		(Zip Code)

Name	Ingredients	Usage

Tenghuang Jianguwan	Prepared rehmannia root, pyrola, drynaria rhizome (hot), desertliving cistanche, herba epimedii, caulis spatholobi and semen raphani (frying).	Tonifying the kidney, invigorating the circulation of blood and relieving pain. Treatment ofMarie-Strumpell disease, cervical spondylosis, calcaneal spur, hypertrophic arthritis and kaschin beck disease.

Yigan Jiedu (capsule)	Golden cypress, rhizomabistortae, scutellariabaicalensis, rheum officinale, rhizome picrorhizae, rhizoma smilacis glabrae, black alum and cyrtomium fortune.	Clearing heat and detoxicating, soothing liver-gallbladder; treating hepatitis B and liver and gallbladder damp-heat.

Fuke Zhixueling	Prepared rehmannia root, schisandra chinensis, eucommia ulmoides (carbonized), teasel root, radix paeoniae alba, Chinese yam, oyster (calcining), cuttlebone, garden burnet (frying), cattail pollen (carbonized) and mistletoe.	Tonifying kidney, retaining yin with astringent, consolidating Chong Vessel and promoting bloodclotting ; used to treat uterine bleeding in women.

Tianma (capsule)	Rhizoma gastrodiae, notopterygium root, radix angelicae pubescentis, eucommia ulmoides (hot salt frying), the root of bidentate achyranthes, rhizoma dioscoreae hypoglaucae, monkshood (processed), angelica sinensis, rehmannia and radix scrophulariae.	Dispelling wind, eliminating dampness, relaxing tendons, and activating collaterals; relieving muscular constricture and back and leg ache, etc.

Sanqi Shangyaopian	Pseudo-ginseng, radix aconiti agrestis (steamed), short-pedicel aconite root, borneol, drynaria rhizome, safflower, blood-wort and root of common peony.	Relaxing muscles and stimulating the blood circulation; used in the treatment of traumatic injury, rheumatism, joint ache, acute and chronic bruise and neurodynia.

Product Series		Product Name

OEM series		Tenghuang Jianguwan, Yigan Jiedu (capsule), Fuke Zhixueling, Tianma (capsule), Sanqi Shangyaopian

Cultivated Herbs		rhizoma dioscoreae, flos chrysanthemi, radix rehmanniae, herba menthae radix angelicae dahuricae, radix ophiopogonis, radix glehniae

Flower Tea Bags		Hairdressing Flower Tea, Antihyperlipidemics Flower Tea, Depressing Flower Tea, Jianxiaoxiao Flower Tea, Chrysanthemum Ice Tea, Beauty Flower Tea, Refreshing Flower Tea, Weight-losing Flower Tea, Xinnaoshu Flower Tea

Competitors		Competing Business Line

Shandong Jointown Pharmaceutical Group		Distribution

Ji’nan Zhongxin Pharmaceutical Co., Ltd.		TCM raw materials, TCM products, chemical preparation, antibiotics, medical equipment

Ji’nan Pharmaceutical Group Co., Ltd.		TCM raw materials, TCM products, chemical preparation, antibiotics, medical equipment

Shandong Daxun Pharmaceutical Logistics Co.		Distribution

Ji’nan Hengfeng Weiye Pharmaceutical Co.		TCM raw materials, TCM products, chemical preparation, antibiotics, medical equipment

Item No.	Description of Item	Page No.

Item 1.01	Entry Into a Material Definitive Agreement	4
Item 2.01	Completion of Acquisition or Disposition of Assets	4
Item 3.02	Unregistered Sales of Equity Securities	67
Item 4.01	Changes in Registrant’s Certifying Accountant	68
Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year	69
Item 5.06	Change in Shell Company Status	69
Item 9.01	Financial Statements and Exhibits	69


	·	“China” or “PRC” refers to the People’s Republic of China, excluding Taiwan and the Special Administrative Regions of Hong Kong and Macau;

	Number of Sales		Marketing Expense (US$)
Company	Staff		2007		2008		2009

Yaoyuan		75		50,826		187,627		309,586

Tongdetang		53		80,603		106,110		177,312

Xuelingxian		12		N/A		26,294		123,632

Competitors		Competing Business Line

Tonghua Tianxiang Pharmaceuticals Co.		Pharmaceutical wholesale and distribution

TonghuaXiuzhengtang Drug Wholesale Co.		Pharmaceutical wholesale and distribution

Tonghua Medicine Plaza Co.		Pharmaceutical wholesale and distribution

Tonghua Boxiang Mega Chain Drugstores Co.		Pharmaceutical wholesale and distribution

Tonghua Medicing & TCM Materials Co.		Pharmaceutical wholesale and distribution

Competitors		Competing Business Line

Bozhou Jianqiao Medicine Co.		Pharmaceutical wholesale

Anhui Bozhou Medicine & TCM Materials Co.		Pharmaceutical wholesale

Anhui Bozhou Drug Procurement Station		Pharmaceutical wholesale

Bozhou Hengcheng Medicine Co.		Pharmaceutical wholesale

Bozhou Rainbow GAP Herb Planting Co.		TCM cultivation, seed breeding and GAP planting base construction, herbs trading and agriculture products procurement

Mark	Registration Number	Category	Effective Date	Expiration Date	Owner

	3836034	Class 5. Pharmaceutical and veterinary preparations; sanitary preparations for medical purposes; dietetic substances adapted for medical use, food for babies; plasters, materials for dressings; material for stopping teeth, dental wax; disinfectants; preparations for destroying vermin; fungicides, herbicides.	April 28, 2006	April 27, 2016	Jingsheng Wang

	6725571	Class 17. For drug packaging- PVC rigid sheet (semi processing); PVC plastic pipe; PVC plastic pipe; polychlorinated; Vinyl PVC plastic rod; PVC plastic articles; plastic pipe, plastic board; fill crack with chemical compounds; non-metallic hose	April 4, 2010	April 6, 2020	Yanliang Song

Category		Number of Employees
Senior Management		3
Financial Department		13
Logistics Department		20
Primary Medical Department		2
IT Department		1
Administrative Department		10
Sales Department		74
Business Department		76
Medical Equipment Department		4
Hospital Department		2
Quality Department		7

Agency		Functions

State Food and Drug Administration (“SFDA”)		Supervise the entire process from research and development, manufacturing, and distribution to utilization of drugs; supervise and coordinate the safety management of food, health food and cosmetics and organize investigations of serious accidents.

National Development and Reform Commission (“NDRC”)		Make strategic and mid- to long-term plans for the PRC healthcare industry; regulate drug prices; manage disaster relief funds and carry out healthcare development projects sponsored by the government.

Ministry of Commerce (“MOFCOM”)		Formulate regulations and policies on foreign trade, foreign direct investments, consumer protection, and market competition; negotiate bilateral and multilateral trade agreements.

State Administration of Traditional Chinese Medicine (“SATCM”)		Draft Traditional Chinese Medicine (“TCM”) industry development strategies, planning, policies, standards, related laws and regulations.

Ministry of Labor and Social Security (“MOLSS”)		Manage state medical insurance systems.

Ministry of Health (“MOH”)		Guide healthcare reform; compile the basic insurance drug list and draw up procurement regulations for non-profit hospitals (i.e., state-owned hospitals).

National Population and Family Planning Commission (“NPFPC”)		Propose guidelines and policies for the national family planning programs; draft laws and regulations related to population and family planning; assist the related departments to formulate social and economic policies so as to promote the implementation of comprehensive approaches for population and family planning programs.

Ministry of Science and Technology (“MST”)		Lay out science and technology development plans and policies; draft relevant regulations and rules and guarantee implementation of regulations and rules

General Administration of Quality Supervision, Inspection and Quarantine (“AQSIQ”)		Manage national quality, metrology, entry-exit commodity inspection, entry-exit health quarantine, entry-exit animal and plant quarantine, import-export food safety, certification, accreditation, and standardization, as well as enforce administrative laws

State Administration of Taxation (“SAT”)		Draft tax regulations and implementation rules and propose tax policies.

State Administration of Foreign Exchange (“SAFE”)		Make regulations and policies governing foreign exchange market activities and manage state foreign exchange reserves.

Name and Address	Number of Shares of Common Stock Beneficially Owned1		Percentage Ownership of Shares of Common Stock

Owner of More than 5% of Class

Mei Li Tsai Unit 04, 7/F, Bright Way Tower, No. 33 MongKok Road, Kowloon, HongKong		20,894,000		80.36	%

Directors and Executive Officers

Rhonda Heskett 2 4746 Lewis Ave. Bartlesville, OK 74006		906,000		3.48	%

Yunlu Yin3 25/F New World Center, No. 6009 Yitian Road, Futian District, Shenzhen, People’s Republic of China 518026		—		—

An Fu3 25/F New World Center, No. 6009 Yitian Road, Futian District, Shenzhen, People’s Republic of China 518026		—		—

Dan Li3 25/F New World Center, No. 6009 Yitian Road, Futian District, Shenzhen, People’s Republic of China 518026		—		—

All directors and executive officers (3 persons)		—		—