10-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Form 10-K/A

(Amendment No.2)

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

For the fiscal year ended: December 31, 2007

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

For the transition period from ______________ to _____________

Commission file number: 000-29523

China Pharma Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	73-1564807
(State or other jurisdiction	(I.R.S. Employer I.D. No.)
incorporation or organization)

2nd Floor, No. 17, Jinpan Road, Haikou, Hainan Province, China  570216

(Address of principal executive offices, including Zip Code)

0086-898-66811730 (China)

(Registrant’s telephone number)

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

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

Common stock, $0.001 par value

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

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

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

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

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

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

The issuer's revenue for the fiscal year ended December 31, 2007 was $33,186,324.

The number of shares and aggregate market value of common stock held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter was 16,524,921 and $33,380,340.42, respectively. Shares of common stock held by any executive officer or director of the issuer and any person who beneficially owns 5% or more of the outstanding common stock have been excluded from this computation because such persons may be deemed to be affiliates. This determination of affiliate status is not a conclusive determination for other purpose.

As of March 26, 2008, there were 37,278,938 shares of Common Stock issued and outstanding.

DOCUMENT INCORPORATED BY REFERENCE: None.

EXPLANATORY NOTE

The registrant is filing this Amendment No. 2 on Form 10-K/A (the “Amendment No.2”) to amend the annual report on Form 10-KSB for the fiscal year ended December 31, 2007, as amended by Amendment No.1 on Form 10-KSB/A filed with the SEC on March 12, 2009 (the “Amendment No. 1”), to amend Item 8A of Form 10-KSB (Item 9A of this Amendment No. 2) “Controls and Procedures” as it relates to disclosure controls and procedures.

In addition, we are also including a currently-dated Sarbanes Oxley Act Section 302 and Section 906 certifications of the Chief Executive Officer and Chief Financial Officer that are attached to this Amendment No.2 as Exhibits 31.1, 31.2, 32.1and 32.2.

Except as set forth below, this Amendment No. 2 does not modify, amend or update in any way any other items or disclosure in the Form 10-KSB and Amendment No. 1. This Amendment No. 2 continues to speak as of the date of the original Form 10-KSB and other than as specifically reflected in this Amendment No. 2 does not reflect events occurring after the filing of the original Form 10-KSB and the Amendment No. 1.

Part II

Item 9A - Controls and Procedures

Disclosure Control and Procedures 

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in our filings under the Securities Exchange Act of 1934 is (1) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (2) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
 
As required by Rule 13a-15 under the Exchange Act, as of the end of the fiscal year covered by this Annual Report on Form 10-K, we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at December 31, 2007.
 
There have been no changes in our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fourth quarter of fiscal 2007 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 

Management's Report on Internal Control over Financial Reporting

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

1

Our management under the supervision of the Chief Executive Officer and the Chief Financial Officer has conducted an evaluation of our internal control over financial reporting as of December 31, 2007. In making its assessment, management used the criteria described in Internal Control Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based on our evaluation under the framework in Internal Control Integrated Framework, management concluded that our internal control over financial reporting was not effective as of December 31, 2007.
 
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

A significant deficiency is a deficiency,  or a combination of deficiencies,  in internal  control over  financial  reporting that is less severe than a material weakness,  yet  important  enough to merit  attention by those  responsible  for oversight  of the  company's  financial  reporting.  The  following  significant deficiencies have been identified and included in our management's assessment as of December 31, 2007:
 
     1)   We did not engage an Audit Committee to oversee the  effectiveness  of  the system of internal control in every process. An effective Board of  Directors and Audit Committee and other corporate governance functions  will  play an  extremely  important  oversight  role  in the  internal  control system.  If there is no Audit Committee or the Audit Committee  does not  function  comprehensively  and  proactively,  there might be  reasonable   possibility   that  the  significant   internal   control   deficiencies cannot be detected or prevented.
 
     2)   We did not maintain  effective controls internal audit function due to the lack of qualified internal auditors who are familiar with internal audit  and US  GAAP,  and we did not  implement  adequate  and  proper  supervisory  review to ensure that the  significant  internal  control  deficiencies can be detected or prevented.
 
     3)   We did not maintain  effective  controls over the financial  reporting processes due to an insufficient complement of internal personnel with a level  of  accounting  knowledge,  experience  and  training  in the application of U.S. GAAP commensurate with our financial requirements.   For example,  we did not maintain  effective  controls over accounting  for deferred taxes under U.S. GAAP.
 
Our management  believes that these internal  control  deficiencies  result in a material  weakness.  This  material  weakness  had not been  fully  remedied  by December 31, 2007. Never the less, based upon a number of factors, including our plan for  remediation  (as  described  below) and other  procedures  designed to assist  us  in  ensuring  the  reliability  of  our  financial  statements,  our management believes that the consolidated  financial  statements included in the Annual  Report on Form  10-KSB  fairly  state,  in all  material  respects,  our financial  condition, results  of  operations  and cash  flows  for the  periods presented in conformity  with generally  accepted  accounting  principles in the
United States of America.

To remediate the significant  internal control  deficiencies  described above in "Management's  Report on Internal  Control over  Financial  Reporting",  we have implemented or plan to implement the measures described below, and will continue to evaluate and may in the future implement additional measures.
 
We have planned  remediation  measures of hiring and training of personnel which are intended to generally  address these  significant  deficiencies  by ensuring that we will have sufficient  personnel with knowledge,  experience and training in the  application  of U.S.  GAAP  commensurate  with our  financial  reporting requirements. These measures include the following:
 
     1)   We  appointed  3  independent  directors,  on  February  1,  2008,  to establish an effective Audit  Committee,  together with setting up the relevant procedures and working plans;
 
     2)   We will continue to hire external U.S.  accountant at the beginning of 2008 with relevant accounting experience,  skills and knowledge in the preparation of financial  statements  under the  requirements  of U.S. GAAP and financial  reporting  disclosure under the requirement of SEC rules; We also plan to train up our staff internally;
 
     3)   We plan to hire an internal  auditor to implement  the internal  audit function,   and  plan  to  train  our  accounting   personnel  in  the application  of U.S. GAAP  commensurate  with our financial  reporting requirements;
 
     4)   We plan to improve our written  policies  and  procedures,  as well as amend and  supplement  the  existing  code of  conduct  to ensure  the compliance with Section 406 of Sarbanes-Oxley Act; and  

     5)   We retained  and intend to continue to retain the  services of outside counselors to advise us on the SEC disclosure requirements.

2

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

The management’s assessment of internal controls over financial reporting was not subject to auditor attestation as of December, 31 2007 pursuant to temporary rules of the Securities and Exchange Commission. Accordingly, this Annual Report does not include an attestation report by our independent registered public accounting firm regarding internal control over financial reporting. 

Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over financial reporting during the fourth quarter of fiscal 2007 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

art IV

Item 15 - Exhibits and Financial Statement Schedules

Exhibit No.	Description
2.1	Securities Exchange Agreement by and among Onny Investment Limited dated October 19, 2005. (3)
3.1	Memorandum and Articles of Association. (4)
3.2	Articles of Association of Helpson Medical & Biotechnology Co., Ltd. (3)
3.3	Amended and Restated Bylaws (incorporated by reference to our report on Form PRE 14C filled on June 27, 2008)
10.1	Stock Purchase Agreement by and among Halter Financial Group Inc. dated May 11, 2005 filed on May 11, 2005. (1)
10.2	Subscription Agreement by and among Onny Investment Limited stockholders. (3)
10.3	Employment Contract between Helpson and Zhilin Li dated July 1, 2005. (5)
10.4	Employment Contract between Helpson and Xinhua Wu dated July 1, 2005. (5)
10.5	Employment Contract between Helpson and Jian Yang dated July 1, 2005 (5)
10.6	Subscription and Registration Rights Agreement among China Pharma Holdings, Inc. and 17 investors (6)
10.7	Form of Warrant (6)

3

10.8	Supply Contract entered into between Hainan Helpson Medicine and Biotechnology Co. Ltd. and Sichuan Chengxin Pharmaceutical Company (7)
10.9	Supply Contract entered into between Hainan Helpson Medicine and Biotechnology Co. Ltd. and Anhui Fuyang Xinte Pharmaceutical Company (7)
10.10	Supply Contract entered into between Hainan Helpson Medicine and Biotechnology Co. Ltd. and Anhui Fuyang Xinte Pharmaceutical Company (7)
10.11	Sales Contract entered into between Hainan Helpson Medicine and Biotechnology Co. Ltd. and Hainan Xinglin Medicine Company (7)
10.12	Lease Agreement entered into between Hainan Helpson Medical and Biotechnology Co., Ltd. and Hainan Zhongfu Going-abroad Personnel Service Center, and Housing Rent Adjustment Notice (8)
16.1	Letter regarding Change in the Certified Accountant dated August 15 , 2005. (2)
21	Subsidiaries of China Pharma Holdings, Inc. filed on October 20, 2005. (4)
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange Act.
32.1*	Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*Filed herewithin

(1)      Previously filed as an exhibit to our report on Form 8-K (Commission File Number: 000-29523) filed with the Commission on May 11, 2005.

(2)      Previously filed as an exhibit to our report on Form 8-K (Commission File Number: 000-29523) filed with the Commission on August 18, 2005.

(3)      Previously filed as an exhibit to our report on Form SB-2 (Commission File Number: 333-129161) filed with the Commission on October 20, 2005.

(4)      Previously filed as an exhibit to our report on Form SB-2 (Commission File Number: 333-129161) filed with the Commission on December 23, 2005.

(5)      Previously filed as an exhibit to our report on Form 10-QSB (Commission File Number: 000-29523) filed with the Commission on November 16, 2006.

(6)      Previously filed as an exhibit to our report on Form 8-K (Commission File Number: 000-29523) filed with the Commission on February 6, 2007.

(7)      Previously filed as exhibits to our report on Form 10-KSB (Commission File Number: 000-29523 ) filed with the Commission on March 31, 2009.

(8)      Previously filed as an exhibit to our report on Form 10-KSB/A (Commission File Number: 000-29523 ) filed with the Commission on March 12, 2009.

4

SIGNATURES

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

	China Pharma Holdings, Inc.
Dated: June 24, 2009		By: /s/ Zhilin Li
		Zhilin Li,
		Director, Chief Executive Officer, and President

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

Dated: June 24, 2009	By: /s/ Zhilin Li
	Zhilin Li,
	Director, Chief Executive Officer, and President
Dated: June 24, 2009	By: /s/ Frank Waung
	Frank Waung
	Chief Financial Officer
Dated: June 24, 2009	By: /s/ Gene Michael Bennett
	Gene Michael Bennett,
	Director
Dated: June 24, 2009	By: /s/ Yingwen Zhang
	Yingwen Zhang,
	Director
Dated: June 24, 2009	By: /s/ Baowen Dong
	Baowen Dong,
	Director

5

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Zhilin Li, certify that:

                1)     I have reviewed this annual report on Form 10-K/A of China Pharma Holdings, Inc;

2)     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3)     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4)     The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

                              a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

                               b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 

c)     Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)     Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5)     The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
 
                              a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
 
                               b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: June 24, 2009

By: /s/ Zhilin Li

       Zhilin Li

Chief Executive Officer

  
 

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Frank Waung, certify that:

                1)     I have reviewed this annual report on Form 10-K/A of China Pharma Holdings, Inc;

2)     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3)     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4)     The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

                              a)     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

                               b)     Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)     Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)     Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

5)     The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
 
                              a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
 
                               b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

Date: June 24, 2009

By: /s/ Frank Waung

       Frank Waunh

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the yearly report of China Pharma Holdings, Inc. (the "Company") on Form 10-K/A for the period ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Zhilin Li, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec.1350 as adopted pursuant section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a)or 15(d) of the Securities and Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
 
A signed original of this written statement required by Section 906 has been provided to China Pharma Holdings, Inc. and will be retained by China Pharma Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Date: June 24, 2009

By: /s/ Zhilin Li

       Zhilin Li

Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the yearly report of China Pharma Holdings, Inc. (the "Company") on 10-K/A for the period ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Frank Waung, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec.1350 as adopted pursuant section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1) The Report fully complies with the requirements of section 13(a)or 15(d) of the Securities and Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
 
A signed original of this written statement required by Section 906 has been provided to China Pharma Holdings, Inc. and will be retained by China Pharma Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Date: June 24, 2009

By: /s/ Frank Waung

       Frank Waunh

Chief Financial Officer