UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

Tianyin Pharmaceutical Company, Inc.  (Name of Issuer)

Common (Title of Class of Securities)

88630M104    (CUSIP Number)

12/31/2014 (Date of Event Which Requires Filing of
this Statement)

Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
[   ]
Rule 13d-1(b)
[ x  ]
Rule 13d-1(c)
[   ]
Rule 13d-1(d)
*The remainder of this cover page shall be filled out
for a reporting persons initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover
page shall not be deemed to be filed for the purpose
of Section 18 of the Securities Exchange Act of 1934
(Act) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act (however see the Notes).


CUSIP No. 88630M104

1.
Names of Reporting Persons.  Pope Investments II LLC
I.R.S. Identification Nos. of above persons 26-0281944
2.
Check the Appropriate Box if a Member of a Group


(a)
(b)

3. Not applicable

4.
Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting
Person With

5.
Sole Voting Power 2,931,394
See Item 4 below.
6.
Shared Voting Power 2,931,394
See Item 4 below.
7.
Sole Dispositive Power  2,931,394
See Item 4 below.
8.
Shared Dispositive Power 2,931,394
See Item 4 below.
9.
Aggregate Amount Beneficially Owned by Each
Reporting Person  2,931,394
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See Item 4 below.
11.
Percent of Class Represented by Amount in Row (9) 9.98%
See Item 4 below.

12.
Type of Reporting Person (See Instructions)  OO


1.
Names of Reporting Persons.  Pope Investments LLC
I.R.S. Identification Nos. of above persons 20-3955985
2.
Check the Appropriate Box if a Member of a Group


(a)
(b)

3. Not applicable

4.
Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting
Person With

5.
Sole Voting Power 0
See Item 4 below.
6.
Shared Voting Power 0
See Item 4 below.
7.
Sole Dispositive Power  0
See Item 4 below.
8.
Shared Dispositive Power 0
See Item 4 below.
9.
Aggregate Amount Beneficially Owned by Each
Reporting Person  0
10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See Item 4 below.
11.
Percent of Class Represented by Amount in Row (9) 0.0%
See Item 4 below.

12.
Type of Reporting Person (See Instructions)  OO



1.
Names of Reporting Persons. Pope Asset Management, LLC
I.R.S. Identification Nos. of above persons 62-1871308

2.
Check the Appropriate Box if a Member of a Group

(a)
(b)

3.
SEC Use Only

4.
Citizenship or Place of Organization Tennessee

Number of Shares Beneficially Owned by Each Reporting
Person With

5.
Sole Voting Power 5,040,658*
6.
Shared Voting Power 0
7.
Sole Dispositive Power  5,040,658*
8.
Shared Dispositive Power 0

9.
Aggregate Amount Beneficially Owned by Each
Reporting Person 5,040,658*

*The amount reported above includes an aggregate of ownership by
Pope Asset Management, LLC, Pope Investments LLC
nd Pope Investments II LLC.  Pope Asset
Management, LLC is the investment advisor for Pope Investments II LLC
and Pope Investments LLC.
Pope Investments II LLC directly owns 2,931,394 shares of Tianyin
Pharmaceutical Co. Inc.
Pope Investments LLC directly owns 0 shares of Tianyin
Pharmaceutical Co. Inc.
Therefore, Pope Asset Management, LLC, as
investment advisor to Pope Investments II LLC and Pope Investments LLC
could be deemed to be beneficial owners of 5,040,658 shares of
Tianyin Pharmaceutical Co. Inc in such that Pope Asset Management
directly owns 2,109,264 shares.


10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9) 17.16%


12.
Type of Reporting Person (See Instructions)  IA
*  See Item 4 below.




Names of Reporting Persons.  William P. Wells
I.R.S. Identification Nos. of above persons 426961338

2.
Check the Appropriate Box if a Member of a Group


(a)
(b)

3.
SEC Use Only

4.
Citizenship or Place of Organization Tennessee

Number of Shares Beneficially Owned by Each Reporting Person With

5.
Sole Voting Power 5,040,658*
6.
Shared Voting Power 0
7.
Sole Dispositive Power  5,040,658*
8.
Shared Dispositive Power 0

9.
Aggregate Amount Beneficially Owned by Each
Reporting Person 5,040,658

*The amount reported above includes an aggregate of ownership by
Pope Asset Management, LLC, Pope Investments LLC and Pope Investments II LLC.
Pope Asset Management, LLC is the investment advisor for Pope
Investments II LLC and Pope Investments LLC.
William P. WElls is the Chief Manager of Pope Asset Management, LLC.
Pope Investments II LLC owns 2,931,394 shares of Tianyin Pharmaceutical
Co. Inc.
Pope Investments LLC owns 0 shares of Tianyin Pharmaceutical
Co. Inc.
Therefore, William P. Wells as Chief Manager of Pope Asset Management, LLC and
because Pope Asset Management, LLC serves as investment advisor to Pope
Investments II LLC and Pope Investments LLC,
then William P. Wells could be deemed to be beneficial
owner of  5,040,658 shares of Tianyin Pharmaceutical Co. Inc in such
that Pope Asset Management directly owns 2,109,264 shares.

10.
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
See Item 4 below
11.
Percent of Class Represented by Amount in Row (9) 17.16%*

12.
Type of Reporting Person (See Instructions)  IN
*  See Item 4 below.




Item 1.

(a)
Name of Issuer  Tianyin Pharmaceutical Co. Inc.

(b)
Address of Issuer's Principal Executive Offices
23rd Floor, Unionsun Yangkuo Plaza
No. 2, Block 3, Renmin Road South
Chengdu, P. R. China, 610041

Item 2.

(a)
This statement is filed by and on behalf of:
(i) Pope Investments II LLC, a Delaware limited liability company ("Pope
2"); (ii) Pope Asset Management, LLC, a Tennessee limited
liability company ("Pope Asset"); and (iii) William P. Wells
("Mr. Wells"). Pope Asset serves as an investment adviser
and/or manager to various persons, including Pope 2.
Pope Asset is the sole manager for Pope 2 and has sole
voting control and investment and disposition power and discretion
with respect to all securities held by Pope 2.
Pope Asset may be deemed to beneficially own shares owned and/or
held by and for the account of and/or benefit of various persons,
including Pope 2.  Mr. Wells is the sole manager of Pope Asset.
Mr. Wells may be deemed to beneficially own shares owned and/or held by
and/or for the account of and/or benefit of Pope 2. Pope Asset
and Mr. Wells each declares that neither the filing
of this statement nor anything herein shall be
construed as an admission that such reporting person is,
for the purposes of Section 13(d) or 13(g) of the Act or any other
purpose, the beneficial owner of any securities covered by this statement.
Each of the reporting persons may be deemed to be a member of a group with
respect to the issuer or securities of the issuer for the purposes of
Section 13(d) or 13(g) of the Act.  Each of the reporting persons
declares that neither the filing of this statement nor anything
herein shall be construed as an admission that such person is, for
the purposes of Section 13(d) or 13(g) of the Act or any
other purpose, (i) acting (or has agreed or is agreeing to act
together with any other person) as a partnership, limited
partnership, syndicate, or other group for the purpose of acquiring,
holding, or disposing of securities of the issuer or otherwise
with respect to the issuer or any securities of the issuer,
or (ii) a member of any group with respect to the issuer or any
securities of the issuer. Pope 2, Pope Asset and Mr. Wells
have entered into a Joint Filing Agreement, a copy of which is
filed with this statement as Exhibit 99.1, pursuant to which
they have agreed to file this Schedule 13G jointly in accordance
with the provisions of Rule 13d-1(k) of the Act.

(b)
Address of Principal Business Office or if none,
Residence  5100 Poplar Ave Ste 805 Memphis TN  38137

(c)
Citizenship

(i)	Pope 2 - Delaware
(ii)	Pope Asset Management - Tennessee
(iii)	Mr. Wells - Tennessee
(iv)	Pope Inv - Delaware

(d)
Title of Class of Securities  Common Stock
(and warrants held by Pope 2 as more fully
described in Item 4 below.)
(e)
CUSIP Number  88630M104

Item 3.
If this statement is filed pursuant to
240.13d-1(b) or 240.13d-2(b) or (c) check
whether the person filing is a:

Not applicable.

Item 4.
Ownership.
Provide the following information regarding the
aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
For purposes of this statement the total number of shares
reported as beneficially owned by the Reporting Persons
is 5,105,165 of common a stock.
For purposes of determining percentage of outstanding shares
with respect to this statement, the Reporting Persons have
relied upon information obtained from the issuer's 10-Q release
filed on November 14, 2013 and that the number of shares of the issuer
was 29,382,791 shares of common stock. Additionally,
See Item 2 above.


(a) Amount Beneficially Owned: 5,040,658*


(b) Percent of Class:  17.16%.

(c) Number of shares as to which the person has:

(i) Sole power to vote or direct the vote: 5,040,658
See Item 5 of each cover page for the respective
reporting persons and Item 4 above.

(ii) Shared power to vote or to direct the vote: 0
See Item 6 of each cover page for the respective
reporting persons and Item 4 above

(iii) Sole power to dispose or direct the disposition of: 5,040,658
See Item 7 of each cover page for the respective
reporting persons and Item 4 above.

(iv) Shared power to dispose or to direct the disposition of: 0
See Item 8 of each cover page for the respective reporting
persons and Item 4 above.  Pope Asset and Mr. Wells do not
directly own any shares of the
issuer's Common Stock or any Warrants to purchase
shares of the Issuer's Common Stock. Pope Asset
is the sole Manager of Pope 2 and Pope Investments LLC.
Mr. Wells is the Manager of Pope Asset.
Pope Asset may be deemed to beneficially own shares owned and/or
held by and for the account of and/or benefit of various persons,
including Pope 2.  Mr. Wells may be deemed to own shares owned
and/or held by and/or for the account of and/or benefit of Pope 2
and Pope Investments LLC.
Each of Pope Asset and Mr. Wells declares that neither the filing of
this statement nor anything herein shall be construed as an
admission that such reporting person is,
for the purposes of Section 13(d) or
13(g) of the Act or any other purpose, the beneficial owner of any
securities covered by this statement.

Item 5.
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
Instruction: Dissolution of a group requires a response
to this item.

Item 6.
Ownership of More than Five Percent on Behalf of
Another Person.
If any other person is known to have the right to
receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should
be included in response to this item and, if such
interest relates to more than five percent of the
class, such person should be identified. A listing
of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the
beneficiaries of employee benefit plan, pension fund
or endowment fund is not required.
Pope Asset serves as an investment adviser and/or manager
to various persons, including Pope 2 and Pope Investments LLC.
Pope Asset is the sole manager for Pope 2 and Pope Investments LLC
and has sole voting control and investment and disposition
power and discretion with
respect to all securities held by Pope 2 and Pope Investments LLC.
Pope Asset may be deemed to beneficially own shares owned and/or
held by and for the
account of and/or benefit of various persons, including Pope 2 and
and Pope Investments LLC.
Mr. Wells is the chief manager of Pope Asset.
Mr. Wells may be deemed to own shares owned and/or
held by and/or for the account of and/or benefit of Pope 2 and Pope
Investments LLC.

Item 7.
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company or Control Person.
If a parent holding company or Control person has
filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G),
so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification
of the relevant subsidiary. If a parent holding
company or control person has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach
an exhibit stating the identification of the relevant
subsidiary.

Item 8.
Identification and Classification of Members of
the Group
If a group has filed this schedule pursuant to
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j)
and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group
has filed this schedule pursuant to 240.13d-1(c) or
240.13d-1(d), attach an exhibit stating the identity
of each member of the group.

Item 9.
Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as
an exhibit stating the date of the dissolution and
that all further filings with respect
to transactions in the security
reported on will be filed, if required,
by members of the group, in their individual capacity.


Item 10.
Certification

(a)
The following certification shall be included if the
statement is filed pursuant to 240.13d-1(b):
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and are held in the ordinary course of
business and were not acquired and are not held for
the purpose of or with the effect of changing or
influencing the control of the issuer of the securities
and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose
or effect.

SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
02/10/2014  Date

Pope Asset Management
BY:  Pope Asset Management, LLC, Manager
William P. Wells/President

Pope Investments II LLC
By:  Pope Investments II LLC
Signature
William P. Wells/Managing Member   Name/Title

Pope Investments LLC
By:  Pope Investments LLC
Signature
William P. Wells/Managing Member   Name/Title
Exhibit 99.1

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned
that the Schedule 13G filed with the Securities and Exchange
Commission on or about the date hereof with respect to the
beneficial ownership by the undersigned of the Common Stock,
Tianyin Pharmaceutical Co., Inc., a Delaware corporation,
is being filed, and all amendments thereto will be filed, on
behalf of each of the persons and entities
named below in a accordance with Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended.
This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Dated:  February 10, 2014.

Pope Investments LLC
By:  Pope Asset Management, LLC, Manager
Signature
William P. Wells/Managing Member   Name/Title

Pope Investments II LLC
By:  Pope Asset Management, LLC, Manager
Signature
William P. Wells/Managing Member   Name/Title

By:  Pope Asset Management, LLC, Manager
Signature
William P. Wells/President   Name/Title

By:  William P. WElls
Signature
William P. Wells/President   Name/Title