8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

February 29, 2008

Date of report (Date of earliest event reported)

Viscorp, Inc.

(Exact name of registrant as specified in Charter)

Delaware	000-52236	20-4857782
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

11th Floor, South Tower, Jinjiang Times Garden

107 Jin Li Road West

Chengdu , P. R. China, 610072
(Address of Principal Executive Offices)

+0086-028-86154737

(Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

Section 5 – Corporate Governance and Management

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Section 8 – Other Events

Item 8.01.  Other Events

Effective February 29, we appointed Professor Zunjian Zhang, Ph.D., Professor Jianping Hou, Ph.D. and Mr. James T. McCubbin to join Dr. Jiang and Stewart Shiang Lor as members of our Board of Directors, thereby giving us a total of 5 directors.  Each of the three new directors is independent, as that term is defined in Section 121 of the American Stock Exchange’s Listing Standards; although our stock is currently traded on the OTC Bulletin Board, which does not require that a majority of our directors be independent, we are required to apply a definition of “independent" used by an exchange that does have such a requirement, such as the American Stock Exchange.  Mr. McCubbin will be our Audit Committee Chairperson and Audit Committee financial expert, as that term is defined in Item 407(d)(5) of Regulation S-K.  The new directors do not have a direct or indirect interest in any transactions in which we are participating that exceeds $120,000.  

The following table and text set forth the names and ages of our new directors, each of whom will serve until the next annual meeting of shareholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Also provided below are brief descriptions of the business experience of each new director during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.

Name	Age	Position
Professor Zunjian Zhang, Ph.D.	48	Director
Professor Jianping Hou, Ph.D.	47	Director
James T. McCubbin	44	Director

Professor Zunjian Zhang, Ph.D., Director.  Professor Zhang is currently a graduate school faculty advisor at China Pharmaceutical University. He is Executive Director at the Center for Instrument Analysis and in charge of the National Key Laboratory of Drug Quality Control and Pharmacovigilance of Ministry of Education at the university. Professor Zhang is a member of the Chinese Pharmacopoeia Commission and a SFDA expert review committee member for new drugs and health food products.  He is also an expert review panel member at the National Center for Drug Pricing Evaluation and the SFDA Jiangsu Province.  Professor Zhang is Deputy Executive Director at the Analytical Division of the Jiangsu Provincial Society of Chemistry and Chemical Engineering, Executive Director at the Drug Price Division of Jiangsu Price Association and a director at the Nanjing Pharmaceutical Association. Professor Zhang serves as an editor for Journal of China Pharmaceutical University and Journal of Chinese

Traditional and Herbal Drugs.  He is a principal investigator in many national research projects and has published over 100 peer-reviewed research papers in prestigious journals both at home and abroad.  Professor Zhang received his B.S. and Ph.D. degrees in Pharmaceutical Analysis from China Pharmaceutical University.

Professor Jianping Hou, Ph.D., Director.  Professor Hou is currently a graduate school faculty advisor at Shaanxi University of Traditional Chinese Medicine.  He has published over dozens of peer-reviewed research papers and participated in the compiling and editing of a number of college textbooks in traditional Chinese medicine. Professor Hou is a principal investigator in more than 10 national research projects and has received the scientific achievement award from the State Administration of Traditional Chinese Medicine. Professor Hou is a SFDA expert review committee member for new drugs and health food products. He is also an expert review panel member for new drugs and side effects at SFDA Shaanxi Province.  Professor Hou is Executive Director at Shaanxi Pharmacological Society and the Clinical Pharmacology Committee of Shaanxi Pharmaceutical Association.  He has also held various senior management positions at Sizhuang Research Institute of Nutriceutics, Xikang Pharmaceutical Co., Ltd. and Sizhuang Pharmaceutical Co., Ltd.  Professor Hou received his Bachelor of Pharmacy and Master’s degree in Pharmacology of Traditional Chinese Medicine from Shaanxi University of Traditional Chinese Medicine. He earned his Ph.D. degree in Pharmacology of Traditional Chinese Medicine from Beijing University.  Professor Hou also completed an EMBA training program for top pharmaceutical executives at Beijing University.

Mr. James T. McCubbin, Director.  Mr. McCubbin currently serves as a Director, Vice President and Chief Financial Officer at WidePoint Corporation, an American Stock Exchange listed company (AMEX: WYY).  Prior to the commencement of his employment with WidePoint, he held various senior financial management positions with several companies in the financial and government sectors.  Mr. McCubbin is a director and chairman of the audit committee for Red Mile Entertainment, Inc., a developer and publisher of interactive entertainment software. Red Miles creates, incubates and licenses premier intellectual properties and develops products for console video game systems, personal computers and other interactive entertainment platforms.  Mr. McCubbin is a graduate of the University of Maryland with a Bachelor of Science Degree in Finance and a Master’s Degree in International Management.

Director Compensation

Our directors who are employees do not receive any compensation from us for services rendered as directors. In connection with the appointment of the new directors, the Board created three classes of fees for outside directors: (1) outside directors who are “independent,” as defined in the Exchange Act will be paid an amount per meeting to be determined at the first meeting, whether telephonic or in person for director fee – there shall not be any fees for written consents in lieu of board meetings; (2) outside directors who are not “independent” will not receive any fees at this time, but once our cash flow position improves, the Compensation Committee will reconvene and make recommendations; (3) the Audit Committee Chairman will receive $3,000 per month and an aggregate of 36,000 5-year options to purchase shares of our common stock – the price of the options shall be struck at the “Fair Market Value” based upon the closing price of our stock on the

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OTCBB on the date of issue and shall vest pro-rata over a period of 12 months.  Additionally, although we do not currently have an arrangement or agreement to provide stock based compensation to our outside directors, we are authorized to grant outside directors incentive stock options from time to time if we find it in our best interest to do so.

We previously disclosed that we would set up a nominating, audit and compensation committee in the near future.  On February 29, 2008, we set up the following committees:

·

Audit Committee, which is comprised of James T. McCubbin (Chair), Professor Hou and Professor Zhang.  The Board has determined that all of these members are independent, as that term is defined in Section 121(A) of the American Stock Exchange’s Listing Standards.

·

Compensation Committee, which is comprised of James T. McCubbin (Chair), Professor Hou and Professor Zhang. The Board has determined that all of these members are independent, as that term is defined in Section 121(A) of the American Stock Exchange’s Listing Standards.

·

Nominating Committee, which is comprised of James T. McCubbin (Chair), Professor Hou and Professor Zhang.  The Board has determined that all of these members are independent, as that term is defined in Section 121(A) of the American Stock Exchange’s Listing Standards.

Audit Committee and Financial Expert

Our Audit Committee focuses its efforts on assisting our Board of Directors to fulfill its oversight responsibilities with respect to our:

·

Quarterly and annual consolidated financial statements and financial information filed with the Securities and Exchange Commission;

·

System of internal controls;

·

Financial accounting principles and policies;

·

Internal and external audit processes; and

·

Regulatory compliance programs.

The committee will meet periodically with management to consider the adequacy of our internal controls and financial reporting process.  It will also discuss these matters with our independent auditors and with appropriate financial personnel that we employ.  The committee will review our financial statements and discusses them with management and our independent auditors before those financial statements are filed with the Securities and Exchange Commission.  

The committee has the sole authority to retain and dismiss our independent auditors and periodically reviews their performance and independence from management.  The independent auditors have unrestricted access and report directly to the committee.  The committee intends to meet as often as is necessary throughout the year to carry out its duties.  In addition to

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establishing this committee, we also created a written charter for the audit committee, which is included as an exhibit to this Report.

James T. McCubbin is our Audit Committee Financial Expert, as that term is defined in Item 407 of Regulation S-K and the Board has determined that Mr. McCubbin is independent, as that term is defined in Section 121 of the American Stock Exchange’s Listing Standards and Section 10A(m)(3) of the Securities Exchange Act of 1934.  Mr. McCubbin’s qualifications as an audit committee financial expert are described in his biography above.  

Compensation Committee

The Compensation Committee is responsible for setting executive compensation, for making recommendations to the full Board concerning director compensation and for general oversight of the compensation and benefit programs for other employees.  The committee intends to meet as often as is necessary throughout the year to carry out its duties.  In addition to establishing this committee, we also created a written charter for the compensation committee, which is included as an exhibit to this Report.

Our overall compensation policies are monitored by the Compensation Committee.  The duties and responsibilities of the Compensation Committee are to:

·

administer the employee benefit plans of our company designated for such administration by the board;

·

establish the compensation of our Chief Executive Officer (subject to the terms of any existing employment agreement);

·

with input from our Chief Executive Officer, establish or recommend to the board the compensation of our other executive officers (subject to the terms of any existing employment agreements); and

·

monitor our overall compensation policies and employment benefit plans.

Dr. Jiang, our Acting Chief Accounting Officer, will participate in determinations regarding the compensation and design of our benefit programs for all employees, including our other executive officers. However, he will not participate in determining his own compensation.

We believe that an appropriate compensation program should draw a balance between providing rewards to executive officers while at the same time effectively controlling compensation costs. We reward executive officers in order to attract highly qualified individuals, to retain those individuals in a highly competitive marketplace for executive talent and to motivate them to perform in a manner that maximizes our corporate performance. We want our compensation to

provide our executives with an overall competitive compensation package that seeks to align individual performance with our long-term business objectives.

In the future, we may rely upon consultants to set our salaries, to establish salary ranges or to provide advice regarding other compensation matters. We compare our salaries and other elements of compensation against the salaries and other compensation measures of other public companies in our industry by reviewing the proxy statements of such other companies. However, we do not prepare formal benchmarking studies.

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Nominating Committee

The Nominating Committee nominates candidates for the Board and will consider nominees recommended by shareholders.  The Nominating Committee is responsible for selecting and nominating persons for election or appointment by our Board as Board members. Pursuant to the Nominating Committee Charter, the Committee will consider recommendations for nominees from shareholders submitted to our Secretary at our corporate offices.  A nomination submission must include information regarding the recommended nominee, including all of the information that is required to be disclosed in solicitations or proxy statements for the election of Board members, as well as information sufficient to evaluate the factors to be considered by the Committee, including character and integrity, business and professional experience, and whether the person has the ability to apply sound and independent business judgment and would act in the interests of the Registrant and its shareholders; nominees must also state in advance his or her willingness and interest in serving on the board of directors. Nomination submissions are required to be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders, and such additional information must be provided regarding the recommended nominee as reasonably requested by the Committee.  

To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary.    The committee intends to meet as often as is necessary throughout the year to carry out its duties.  In addition to establishing this committee, we also created a written charter for the nominating committee, which is included as an exhibit to this Report.

Code of ethics

The Company has always encouraged its employees, including officers and directors to conduct business in an honest and ethical manner.  Additionally, it has always been our policy to comply with all applicable laws and provide accurate and timely disclosure.  Due to our lack of operations and small employee base, we have not maintained a formal written code of ethics.  However, as a result of the share exchange we completed on January 16, 2008, we decided to adopt formal written codes of ethics for our executive officers, our directors and our employees.  

Our codes of ethics are designed to deter wrongdoing and promote honest and ethical conduct and compliance with applicable laws and regulations.  These codes also incorporate our expectations of our executives that enable us to provide accurate and timely disclosure in our filings with the Securities and Exchange Commission and other public communications.  Our codes of ethics are attached hereto as exhibits and will ultimately be posted on our website, which we expect to complete sometime this quarter.  Once our website is complete, any future changes or amendments to our code of ethics, and any waiver of our codes of ethics will also be posted on our website when applicable.  

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ITEM 9.01     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c) EXHIBITS

Exhibit No.	Description
14.1	Code of Ethics for Executive Officers
14.2	Code of Ethics for Directors
14.3	Code of Ethics for Employees
99.1	Compensation Committee Charter
99.2	Nominating Committee Charter
99.3	Audit Committee Charter
99.4	Press Release

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.

VISCORP, INC.

By:  /s/  Guoqing Jiang

      Name:  Guoqing Jiang

      Title:   Chairman and Chief Executive Officer

Date: March 4, 2008

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EX-14.1

Viscorp, Inc.

(to be renamed Tianyin Pharmaceutical Co., Inc.)

Code of Ethics for the Chief Executive Officer, Chief Financial Officer,

Senior Financial Officers and other Executive Officers

The Company has adopted this Code of Ethics (the “Code”) as a set of guidelines pursuant to which our chief executive officer and senior executive officers should perform their duties. The Code is intended to deter wrongdoing and to promote adherence to the standards set forth below. Executives subject to the Code include the President and Chief Executive Officer, the Chief Financial Officer, the Chief Accounting Officer, and any person who performs a similar function (the “Covered Executives”). The particular executives who are subject to the Code from time to time will be designated by, and informed of such designation, by the Company.

•

In carrying out their duties and responsibilities, Covered Executives should endeavor to act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

•

To promote full, fair, accurate, timely and understandable disclosure in the periodic reports that the Company files with, or submits to, the Securities and Exchange Commission and in other public communications made by the Company, it is the responsibility of each Covered Executive promptly to bring to the attention of the Company’s Disclosure Committee any material information of which he may become aware that affects the disclosures made by the Company in itspublic filings or otherwise, and to otherwise assist the Disclosure Committee in fulfilling its responsibilities.

In addition, each Covered Executive shall promptly bring to the attention of the Disclosure Committee any information he may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.

•

In carrying out their duties and responsibilities, Covered Executives should endeavor to comply, and to cause the Company to comply, with applicable governmental laws, rules and regulations. In addition, each Covered Executive shall promptly bring to the attention of the Compliance Officer (as defined below) or the head of the Audit Committee any information he may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof

•

Each Covered Executive shall promptly report to the Compliance Officer any information he may have concerning evidence of a material violation of the Code.

•

Covered Executives are expected to adhere to the Code. The Company shall determine appropriate actions to be taken in the event of violations of the Code by any Covered Executives. Such actions shall he reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code.

•

The Company will appropriately disclose any substantive amendment to, and any waiver of, any provision of the Code that applies to the Covered Executives.

•

The compliance officer (the “Compliance Officer”) for the implementation and administration of the Code shall be the Company’s Chief Financial Officer.

EX-14.2

VISCORP, INC.

(to be renamed Tianyin Pharmaceutical Co., Inc.)

Code of Ethics for Directors

The Board of Directors has adopted this Code of Ethics (the “Code’) as a set of guidelines for Viscorp, Inc. (“Company”) directors, intended to promote ethical behavior and to provide guidance to help directors recognize and deal with ethical issues.

The business of the Company is managed under the direction of the Board of Directors and the various committees thereof. The basic responsibility of the directors is to exercise their business judgment,carrying out their responsibilities in a manner that they reasonably believe to be in the best interest of the Company and its stockholders. The Board of Directors is not expected to assume an active role in the day-to-day operational management of the Company.

1.

Conflicts of Interest. Directors should avoid actual or apparent conflicts of interest with the Company in personal and professional relationships. Generally speaking, a conflict of interest occurs when a director’s or a director’s immediate family’s personal interest interferes, has the potential to interfere, or appears to interfere materially with:

(a)

the interests or business of the Company; or (b) the ability of the director to carry out his or her duties and responsibilities. A director should disclose to the Board any transaction or relationship that the director reasonably expects could give rise to an actual or apparent conflict of interest with the Company.

2.

Corporate Opportunities. In carrying out their duties and responsibilities, directors should endeavor to advance the legitimate interests of the Company when the opportunity to do so arises. Directors should avoid: (a) taking for themselves personally opportunities that are discovered in carrying out their duties and responsibilities to the Company; (b) using Company property or information, or their position as directors, for personal gain; and (c) competing with the Company, in each of the foregoing eases, to the material detriment of the Company. Whether any of the foregoing actions is to the material detriment of the Company will be determined by the Board of Directors based on all relevant facts and circumstances, including in the ease of the foregoing clause (a), whether the Company has previously declined to pursue such proposed opportunity for its own benefit.

3.

Confidentiality. Directors should observe the confidentiality of information that they acquire in carrying out their duties and responsibilities, except where disclosure is approved by the Company or legally mandated. Confidential information includes, but is not limited to, all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. Of special sensitivity is financial information, which should under all circumstances be considered confidential except where its disclosure is approved by the Company or when the information has been publicly disseminated.

4.

Fair Dealing. In carrying out their duties and responsibilities (including, among others, the appointment of senior management of the Company and the setting of policies pursuant to which the Company operates), directors should promote fair dealing by the Company and its employees and agents with customers, suppliers, competitors and employees.

5.

Protection and Proper Use of Company Assets In carrying out their duties and responsibilities, directors should promote the responsible use and control of the Company’s assets and resources by die Company. Company assets, such as information, materials, supplies, intellectual property, facilities, software and other assets owned or leased by the Company, or that are otherwise in the Company’s possession, should be used only for legitimate business purposes of the Company.

6.

Compliance with Laws, Rules and Regulations. In carrying out their duties and responsibilities, directors should comply, and endeavor to cause the Company to comply, with applicable governmental laws, rules and regulations. In addition, if any director becomes aware of any information that lie or she believes constitutes evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company, any employee or another director, then such director should bring such information to the attention of any one or more of the following persons, as circumstances may warrant: the Company’s General Counsel, the Chair of the Board’s Audit Committee or the Board’s Presiding Director.

7.

Encouraging the Reporting of Illegal or Unethical Behavior. Directors should endeavor to cause the Company to proactively promote ethical behavior and to encourage employees to report evidence of illegal or unethical behavior to appropriate Company personnel.

8.

Insider Trading. Directors should observe Company policies applicable to them with respect to the purchase and sale of Company common stock.

9.

Personal Loans to Executive Officers or Directors. Federal securities laws prohibit the Company from, directly or indirectly (including through subsidiaries), (a) extending or arranging for the extension of personal loans to its directors and executive officers and (b) renewing or materially modifying existing loans to such persons. Directors shall not seek or facilitate personal loans from the Company in contravention of the foregoing.

Directors are expected to adhere to this Code. It is the responsibility of each director to become familiar with and understand this Code, seek further explanation and advice concerning the interpretation and requirements of this Code, as well as any situation which appears to be in conflict with it. The Board of Directors shall determine appropriate actions to be taken in the event of violations of this Code.

Any waiver of, or amendment to, the requirements of this Code may only be authorized by the Board of Directors, and will be subject to public disclosure to the extent required by law or the listing standards of the American Stock Exchange.

Directors should direct questions regarding the application or interpretation of the Code to the Company’s Counsel.

EX-14.3

Professional Conduct Policy and Code of Ethics

Summary

Viscorp, Inc. (to be renamed “Tianyin Pharmaceutical Co., Inc.”) (“TIANYIN”) employees, agents, representatives and contract workers (collectively referred to as "employees" or “TIANYIN employees” for purposes of this policy) in all geographic locations are individually responsible for maintaining the highest standards of ethical conduct as well as personal and professional integrity. Employees should avoid any activity that conflicts with, or appears to conflict with, the interest of TIANYIN, its employees, its shareholders or the public as determined by TIANYIN’s senior management, and as stated in this Professional Conduct Policy and Code of Ethics (the “Policy and Code”). Employees are expected to act in a responsible manner that preserves TIANYIN’s reputation for honesty, integrity and the highest professional ethics.

Scope

This Policy and Code should be provided to and followed by all TIANYIN employees, including agents, representatives and consultants. This policy establishes general guidelines for employee conduct and ethics for all TIANYIN employees in all geographic locations. It does not cover every issue that may arise, but it sets out basic principles to guide all TIANYIN employees. All TIANYIN employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior.

If a law conflicts with a policy in this Policy and Code, employees must comply with the law. If a local custom or policy conflicts with this Policy and Code, employees must comply with the Policy and Code. If questions arise about these conflicts, employees should follow the guidelines described under the “Compliance Procedures” below.

Those who violate the standards in this Policy and Code will be subject to disciplinary action up to and including Termination of Employment. If employees are in a situation they believe may violate or lead to a violation of this Policy and Code, they should follow the guidelines described below under the heading “Compliance Procedures.”

Responsibilities

Employee responsibility: It is the duty and responsibility of every employee to be aware of and abide by laws applicable to them, their job and TIANYIN's existing policies and procedures. TIANYIN’s Policies and Procedures are available via the Web and TIANYIN management. If an employee has a question about TIANYIN’s Policies or Procedures or about applicable laws, they should follow the guidelines described under the heading “Compliance Procedures.”  It is also the responsibility of employees to perform their duties to the best of their ability and according to these standards.

Officer, director, manager and supervisor responsibility: Managers and above have the same responsibilities as other employees, as well as the additional responsibility of correcting an employee’s behavior in an objective and unbiased manner. When correcting an employee, the manager should evaluate whether the employee has been given proper instructions, orientation and training and is aware of job expectations. Managers should use performance patterns, multiple incidents and basic overall understanding of each situation in evaluating an employee’s ability to meet his or her responsibilities.

Compliance and Prohibited Conduct

This Policy and Code prohibits all personal and/or business practices that are unethical, illegal, inappropriate, or irresponsible or that may cause harm to TIANYIN, its employees, business partners, customers or the public. Employees are prohibited from benefiting personally from inappropriate gifts, money, favors, etc., at any time and at any level within the company. Additionally, this Policy and Code prohibits personal use of corporate property, and company information, as well as use of position for personal gain of any kind. Employees should protect TIANYIN assets and take every precaution to ensure they are used for legitimate business purposes only. Employees owe a duty to legitimate interests when the opportunity to do so arises.

Obeying the law, both in letter and in spirit, is the foundation on which TIANYIN’s ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which TIANYIN operates. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.  Employees with questions about these laws should follow the guidelines described under the heading “Compliance Procedures.”

It is the responsibility of every employee to be aware of and not participate in any prohibited or inappropriate activities, including but not limited to:

·

Violations of TIANYIN policies, guidelines and safety rules;

·

Falsifying, altering, destroying or misrepresenting company records, financial statements, and/or business expenses;

·

Criminal conduct;

·

Possession of firearms or other weapons on work premises or when acting within the scope of TIANYIN duties;

·

Any form of harassment or discrimination related to any employee's race, religion, sex, age, national origin, citizen status, veteran status, marital status, sexual orientation, physical or mental disability;

·

Bodily assault upon any person on TIANYIN property;

·

Conflicts of interest (see "Conflicts of Interest" section);

·

Violations of anti-trust laws;

·

Violations of TIANYIN Securities Trading Policy;

·

Disclosing and/or using “inside” information that is not generally known to the public and that could influence a person or business decision to buy, sell, or hold TIANYIN stock;

·

Although employees are encouraged to be socially responsible and politically active, employees may not contribute funds, assets or services for or on behalf of TIANYIN to any political candidates, party, charity or similar organizations, unless such contribution is expressly permitted by law and authorized by TIANYIN;

·

Unauthorized use, misuse or misappropriation of TIANYIN-owned or leased equipment and assets;

·

Unauthorized non-business use of TIANYIN properties or facilities;

·

Violations of the appropriate regional TIANYIN Travel and Expense Policy;

·

Misuse of TIANYIN-sponsored credit cards, including procurement cards and central billing accounts;

·

Inappropriate relationships with vendors, suppliers and customers, including "side deals" or improper contractual provisions;

·

The acceptance or offering of inappropriate gifts or payments (see "Restrictions on Receiving/Offering Gratuities" below);

·

Accepting discounts on personal purchases of a supplier’s or customer’s products and/or services, unless such discounts are offered to all TIANYIN employees or members of the general public;

·

Solicitations of any type by employees or organizations during working hours or on TIANYIN premises relating to non-TIANYIN sponsored organizations or events, except with the prior written approval of the employee's director or manager;

·

Insubordination or use of abusive, threatening or obscene language; and

·

Behavior unbefitting the position.

TIANYIN reserves the right to administer appropriate disciplinary action for all forms of misconduct or inappropriate behavior, including but not limited to demotion, oral and written warnings, suspension with or without pay, legal remedies and termination. Each situation will be evaluated on an individual basis. Violations of this Policy and Code may result in disciplinary action up to and including termination of employment or contract assignment.

Conflicts of Interest

A “conflict of interest” exists when an employee's personal interest interferes in any way with the interests of TIANYIN. A conflict situation can arise when an employee takes actions or has interests that may make it difficult to perform his or her TIANYIN work objectively and effectively. Conflicts of interest may also arise when an employee or a member of an employee’s family receives improper personal benefits as a result of the employee’s position in the company. Loans to, or guarantees of obligations of, an employee or an employee’s family member may create conflicts of interest.

It is almost always a conflict of interest for a TIANYIN employee to work simultaneously for a competitor, customer or supplier. Employees are not allowed to work for a competitor as a consultant or board member. The best practice is to avoid any direct or indirect business connection with TIANYIN’s competitors, customers or suppliers, except on TIANYIN’s behalf.

Conflicts of interest are prohibited as a matter of TIANYIN policy, except under guidelines approved by the Board of Directors. Conflicts of interest may not always be immediately evident. Employees with questions and employees who become aware of a conflict or potential conflict should follow the procedures described below under the heading “Compliance Procedures.”

Restrictions on Receiving Gratuities

Employees may, within limitations, accept meals, entertainment, non-cash gifts, discounts or promotional items (collectively referred to as "gratuities") of modest value (less than $100 USD) when such acceptance is directly connected with business discussions. Such items must be lawful, unsolicited, infrequently provided and in accordance with customary and acceptable business practices. Acceptance of gratuities having a value greater than $100 USD is permissible only with written approval of the employee's senior supervisor.

Employees may accept promotional expenses (such as travel, hotel and meals) offered by a firm doing or seeking to do business with TIANYIN as long as the expenses are reasonable, approved in writing by the appropriate TIANYIN senior supervisor and either directly related to the promotion, demonstration or explanation of products or services offered by TIANYIN or provided in connection with the provision of technical training.

Neither employees nor their family members may ever accept any gift of cash, cash equivalents, credit cards, loans or securities from any person or firm doing, or seeking to do, business with TIANYIN unless such activities meet the guidelines contained in this Policy and Code.

Restrictions on Offering Gratuities

Except for published or customary product discounts or other contractual incentives, TIANYIN employees are not to give, offer or promise, directly or indirectly, anything of value to any representative of a customer, potential customer, financial institution, government employee or other party in connection with any transaction or business that TIANYIN may have with such party, without the approval of the appropriate senior supervisor.  Meals and entertainment, such as golf outings, may be appropriate if they are infrequent, in accordance with customary and acceptable business practices and approved by the appropriate management. Employees must ensure that all expenditures are properly documented and aligned with these guidelines.

Employees may pay the expenses (such as travel, hotel and meals) of a customer or potential customer, as long as such expenses are reasonable and either directly related to the promotion, demonstration or explanation of TIANYIN products or services or provide technical training. The appropriate TIANYIN management level must approve these payments. Payments or gifts must not violate the local laws of the host country or the U.S. Foreign Corrupt Practices Act. (See guidance below.)

Door prizes and attendance gifts presented at trade shows or customer meetings should be within customary and acceptable business practices and approved by the appropriate senior supervisor.

Special Restrictions with Respect to Government Officials

Regardless of geographical location, no TIANYIN employee or consultant may give or offer anything of value to a foreign government official in order to obtain and/or retain business. The U.S. Foreign Corrupt Practices Act (FCPA) prohibits payments or gifts to government officials outside of the U.S. for the purposes of obtaining or retaining business, even if the payment or gift is legal in the host country. The FCPA applies to both domestic and foreign business operations of U.S. companies and imposes severe criminal and civil penalties against individuals and companies who violate this law. All TIANYIN employees, domestic and foreign, engaged in business transactions outside of the United States must comply with the FCPA in all respects. The FCPA does, however, contain explicit exceptions allowing for "facilitating payments" for "routine" government actions, such as:

·

providing expedited deliveries or obtaining permits or licenses;

·

processing governmental papers;

·

providing utilities services; or

·

loading or unloading of goods.

These facilitating payments are normally small in value. Large payments create the perception that the payment is not merely for a routine matter.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government, of a gift, favor or other gratuity in violation of these rules would not only violate TIANYIN policy but also could be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. Employees who need guidance in this area should follow the procedures described under “Compliance Procedures” below.

Payments to Agents

The FCPA prohibits corrupt payments through intermediaries. It is unlawful to make a payment to a third party while knowing that all or a portion of the payment will go directly or indirectly to a foreign official. If an employee has reason to believe that an

agent may be making illegal payments or if circumstances are such that the employee should have known that the agent was acting improperly, then the employee can be deemed as having “knowledge” and be liable for the agent’s violations. If the agent’s fees appear too high for the work performed or if commissions are requested in cash only or to be paid indirectly to others, then further investigation may be necessary. Accordingly, employees should diligently satisfy themselves that their agents, as well as TIANYIN’s agents, are not likely to make any illegal payments in order to obtain business. Employees should keep records of all payments to agents in reasonable detail to fairly reflect the transactions.

Good Judgment, Common Sense, and Fair Dealings

TIANYIN employees are expected to use good judgment and common sense to avoid acts that would jeopardize their own integrity or TIANYIN’s integrity. If in doubt, follow the procedures under “Compliance Procedures” below, and avoid taking actions that would put TIANYIN at risk.

TIANYIN employees should endeavor to work fairly with TIANYIN's customers, suppliers, competitors and other employees. No TIANYIN employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation or other intentional unfair-dealing practices.

Financial Reports and Public Disclosure

It is TIANYIN’s policy to comply fully with all applicable laws and regulations promulgated by the Securities and Exchange Commission (the “SEC”). TIANYIN’s officers shall provide full, fair, accurate, timely and understandable disclosure in reports and documents that TIANYIN files with or submits to the SEC and in other public communications made by TIANYIN.

Waivers of the Policy and Code

Any waiver of this Policy and Code may be made only by the Board of Directors or a Board committee and must be promptly disclosed as required by law or stock exchange regulations.

Reporting Suspected Inappropriate Behavior

TIANYIN requires employees to immediately report known and/or suspected violations of this policy in accordance with the procedures described under “Compliance Procedures” below. TIANYIN will not allow retaliation against employees who in good faith report suspected inappropriate behavior. Additionally, any TIANYIN employee who is aware of inappropriate activity or violations but does not report such information as stated herein may be subject to disciplinary action up to and including termination of employment or legal action.

Compliance Procedures

Employees must all work to ensure prompt and consistent action against violations of this Policy and Code. However, in some situations it is difficult to know right from wrong. Because it is impossible to anticipate every situation that may arise, it is important to have a way to approach a new question or problem. These are the steps to keep in mind:

·

Individuals having information of known or suspected violations should handle the information in a discreet, confidential manner and should not attempt to investigate or verify the information before reporting it.

·

Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.

·

Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems.

·

Seek help from TIANYIN resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor, or where you do not feel comfortable approaching your supervisor with your question, discuss it locally with your office manager. You may also contact a member of the TIANYIN Legal Department in the U.S.A. by calling: 212-732-7184 or submitting written information regarding the incident to Tianyin Pharmaceutical Co., Inc. c/o Leser, Hunter, Taubman & Taubman, 17 State Street, Suite 1610, New York, NY 10004. Additionally, TIANYIN has established a Whistleblower Protection Policy and methods of reporting information that may involve a violation of the U.S. securities laws or a fraud against the shareholders of TIANYIN.

Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.

EX-99.1

COMPENSATION COMMITTEE CHARTER

Purpose

The purpose of the Compensation Committee is to aid the Board of Directors in meeting its responsibilities with regard to oversight and determination of executive compensation. Among other things, the Committee reviews, recommends and approves salaries and other compensation of  Viscorp, Inc.’s (to be renamed Tianyin Pharmaceutical Co., Inc.) (the “Corporation”) executive officers, administers the Corporation's stock option plans (including reviewing, recommending and approving stock option grants to executive officers), and administers any Executive Officer bonus plans.

Membership and Structure

The Compensation Committee shall consist of independent directors (as defined in the applicable rules for AMEX-listed issuers as well as applicable federal law). Appointment to the Committee, including designation of the Chair of the Committee, shall be made on an annual basis by the full Board. Meetings of the Compensation Committee shall be held at such times and places as the Compensation Committee shall determine, including by written consent. When necessary, the Committee shall meet in executive session outside of the presence of any senior executive officer of the Corporation. The Chair of the Compensation Committee shall report on activities of the Committee to the full Board. In fulfilling its responsibilities, as set forth below, the Compensation Committee shall have authority to delegate its authority to subcommittees, including subcommittees consisting solely of one or more of the Corporation's employees, in each case to the extent permitted by applicable law.

Responsibilities

The Compensation Committee shall:

1.

Meet in executive session to determine the compensation of the Chief Executive Officer of the Corporation. In determining the amount, form, and terms of such compensation, the Committee shall consider the annual performance evaluation of the CEO conducted by the Board of Directors in light of corporate goals and objectives relevant to CEO compensation, competitive market data pertaining to CEO compensation at comparable companies, and such other factors as it shall deem relevant, and shall be guided by, and seek to promote, the best interests of the Corporation and its shareholders.

2.

Determine salaries, bonuses, and other matters relating to compensation of the executive officers of the Corporation. In determining the amount, form, and terms of such compensation, the Committee shall consider the officer’s performance in light of corporate goals and objectives relevant to executive compensation, competitive market data pertaining to executive compensation at comparable companies, and such other factors as it shall deem relevant, and shall be guided by, and seek to promote, the best interests of the Corporation and

its shareholders. The CEO of the Corporation may be present at meetings during which such compensation is under review and consideration but may not vote.

3.

Review and make recommendations with respect to stockholder proposals related to compensation matters.

4.

Review and make recommendations from time to time on the adequacy and effectiveness of Board compensation in relation to other similar companies.

5.

Review and make recommendations to the Board regarding executive compensation and benefit plans and programs.

6.

As requested by the Corporation's management, review, consult and make recommendations and/or determinations regarding employee compensation and benefit plans and programs generally, including employee bonus and retirement plans and programs (except to the extent specifically delegated to a Board appointed committee with authority to administer a particular plan).

7.

Administer the Corporation’s stock option or other equity-based plans, including the review and grant of stock options to all eligible employees under the Corporation’s existing stock option plans.

8.

Review and approve the Report of the Compensation Committee on Executive Compensation to be included in the Corporation’s annual proxy statement.

9.

When appropriate, be authorized to designate one or more of its members to perform certain of its duties on its behalf, subject to such reporting to or ratification by the Committee as the Committee shall direct.

10.

Annually review and reassess the adequacy of its charter and recommend any changes to the full Board.

In fulfilling its responsibilities, the Compensation Committee shall have the authority, and shall be afforded resources sufficient, to engage independent compensation consultants or legal advisers when determined by the Committee to be necessary or appropriate. The Compensation Committee shall have sole authority to retain and terminate any such consultant or legal adviser, including sole authority to approve the fees and other retention terms.

EX-99.2

Corporate Governance and Nominating Committee Charter

A. Purposes, Resources and General Considerations

1.

The Corporate Governance and Nominating Committee (the "Committee") is appointed by the Board of Directors (the "Board") for the following purposes:

·                                                                                                                                          &n bsp;                                                                                                                                                                           ;                                                   

to review and identify individuals qualified to become Board members, consistent with criteria approved by the Board, to recommend to the Board the director nominees for the next annual meeting of shareholders and to fill vacancies on the Board, subject to the provisions of Article Two of the Corporation's By-Laws; and,

·                                                                                                                                          &n bsp;                                                                                                                                                                           ;                                                   

to oversee the evaluation of the Board and the committees of the Board and of management (the latter by reference to the Compensation Committee).

2.

In carrying out its responsibilities, each Committee member shall be entitled to rely on the integrity and expertise of those persons providing information to the Committee and on the accuracy and completeness of such information, absent actual knowledge to the contrary.

3.

The Committee will have the resources and authority necessary to discharge its responsibilities, including sole authority to retain and terminate the engagement of such consultants or independent counsel to the Committee as it may deem helpful in carrying out its responsibilities, and to establish the fees and other terms for the retention of such consultants and counsel, such fees to be borne by the Corporation.

B. Composition, Meetings and Procedures

1.

The Committee will consist of three or more Directors who satisfy, as determined by the Board, the requirements of the American Stock Exchange’s Listing Standards, including those with respect to independence, and any additional requirements that the Board deems appropriate.   

2.

Committee members and the Committee Chairman shall be appointed annually by the Board on the recommendation of the Committee and serve at the pleasure of the Board.

3.

The Committee shall meet as frequently as is necessary to fulfill its duties and responsibilities, but not less frequently than three times per year. A meeting of the Committee may be called by its chairman or any member.  

4.

The Committee may request any officer or employee of the Corporation, or any special counsel or advisor, to attend a meeting of the Committee or to meet with any members of, or consultant to, the Committee.

5.

Minutes of its meetings will be approved by the Committee and maintained on its behalf. The Committee shall report its activities to the Board on a regular basis and make such recommendations as it deems necessary or appropriate.

C. Specific Responsibilities and Duties

1.

The Committee shall review and make recommendations to the Board concerning corporate governance issues that may arise from time to time.

2.

The Committee shall lead the search for qualified directors, review qualifications of individuals suggested by shareholders and directors as potential nominees, and identify nominees who are best qualified. The criteria for selecting nominees for election as directors of the Corporation shall include, but not be limited to, experience, accomplishments, education, skills, personal and professional integrity and the candidate's ability to devote the necessary time to service as a Director (including directorships held at other corporations and organizations).

3.

The Committee shall recommend to the Board the director nominees to be proposed by the Corporation for election at the annual meeting of stockholders or to fill vacancies on the Board.

4.

The Committee shall consider candidates recommended by the Corporation's shareholders in accordance with the procedures set forth in the Corporation's annual proxy statement.

5.

When considering a person to be recommended for re-nomination as a Director of the Corporation, the Committee shall consider, among other factors, the attendance, preparedness, participation and candor of the individual during his previous term, as well as the individual's satisfaction of the criteria set forth in paragraph 2 above.

6.

The Committee shall approve the service of the Chairman and the Chief Executive Officer as directors or trustees of other institutions and organizations and approve indemnification for such service.

7.

Periodically, the Committee shall review contributions by the Corporation and any foundation established by the Corporation to director-related not-for-profit organizations for potential conflicts of interest, or the appearance thereof.

8.

Annually, the Committee shall review compliance of the members of the Corporation's Board of Directors with the Corporation's Code of Ethics.

9.

The Committee shall review and recommend to the Board policies regarding Director stock ownership.

10.

The Committee shall consider the process for the orientation and continuing education of Directors.

D. Review of Board Committee Structure and Board Size

Subject to the provisions of Article Three of the Corporation's By-Laws, the Committee shall (a) review the Board's committee structure and responsibilities and recommend to the Board directors to serve as members of each committee, (b) review committee composition annually and recommend the appointment of new committee members, as necessary, and (c) periodically consider the appropriate size of the Board and recommend to the Board changes in Board size as warranted.

E. Review of Compensation and Benefits of Non-Management Directors

The Committee shall review on an annual basis non-employee director compensation and benefits and make recommendations to the Board on appropriate compensation. The

Committee shall approve compensation arrangements for non-employee members of the boards of directors of the Corporation's significant subsidiaries.

F. Annual Performance Evaluation and Charter Review

Annually, there shall be a performance evaluation of the Committee, which may be a self-evaluation or an evaluation employing such other resources or procedures as the Committee may deem appropriate. The Committee will review and assess the adequacy of this charter annually and recommend changes to the Board when necessary.

EX-99.3

Viscorp, Inc.

(to be renamed Tianyin Pharmaceutical Co., Inc.)

AUDIT COMMITTEE CHARTER 2008

PURPOSE

The primary purpose of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to the Company's:

1.

quarterly and annual consolidated financial statements and financial information filed with the SEC,

2.

system of internal controls,

3.

financial accounting principles and policies,

4.

internal and external audit processes, and

5.

regulatory compliance programs.

The Audit Committee shall prepare the report required by the rules of the Securities and Exchange Commission (the "Commission") to be included in the Company's annual proxy statement. All members shall receive appropriate training and information necessary to fulfill the Committee's responsibilities.

COMMITTEE MEMBERSHIP  

The Audit Committee shall consist of no fewer than three members. The members of the Audit Committee shall meet the independence and experience requirements of the American Stock Exchange, Section 10A(m)(3) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations of the Commission. The Company shall disclose as required by the Commission whether at least one member of the Audit Committee is an "audit committee financial expert" as defined by the Commission. The Company’s Audit Committee Chairman, Mr. Jim McCubbin meets the audit committee financial expert requirements. Mr. McCubbin is Chairman of the audit committee of  Red Mile Entertainment, Inc., which is listed on the Over the Counter Bulletin Board.  The simultaneous service on the audit committees of more than two other public companies requires a Board determination that such simultaneous service does not impair the ability of such member to effectively serve on the Company's Audit Committee. The members of the Audit Committee shall be appointed by the Board on the recommendation of the Committee on Directors and Governance. Audit Committee members may be replaced by the Board.

11th Floor, South Tower, Jinjiang Times Garden, 107 Jin Li Road West, Chengdu , P. R. China, 610072

MEETINGS 

Beginning in the third Quarter of 2008, the Audit Committee shall meet as often as it determines, but not less frequently than quarterly. The Audit Committee shall meet at each in-person meeting with management, the internal auditor and the independent auditors in separate executive sessions, and also in executive session with only the Committee members. The Audit Committee may request any officer or employee of the Company or the Company's outside counsel or independent auditors to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee.

COMMITTEE AUTHORITY & RESPONSIBILITY 

The Audit Committee shall perform the duties assigned to it by the Company's Bylaws and by the Board of Directors. The Audit Committee shall have the sole authority to appoint or replace the independent auditors (subject to shareholder ratification). The Audit Committee shall be directly responsible for the compensation and oversight of the work of the independent auditors (including resolution of disagreements between management and the independent auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditors shall report directly to the Audit Committee.

The Audit Committee shall pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditors, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, which should be approved by the Audit Committee prior to the completion of the audit. The Audit Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditors for the purpose of rendering or issuing an audit report and to any advisors employed by the Audit Committee. The Audit Committee shall make regular reports to the Board. The Audit Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Audit Committee shall annually review the Audit Committee's own performance.

11th Floor, South Tower, Jinjiang Times Garden, 107 Jin Li Road West, Chengdu , P. R. China, 610072

DUTIES AND RESPONSIBILITIES:

The Audit Committee shall have the following duties and responsibilities with respect to:

1. Independent Accountant

a.

Serve as the Board's primary avenue of communication with the independent accountant.

b.

Make recommendations to the Board regarding the selection, evaluation, retention, or discharge of the independent accountant.

c.

Ensure understanding by the independent accountant and management that the Board, as the shareholders' representative, is the independent accountant's client and therefore the independent accountant is ultimately accountable to the Board and the Audit Committee.

d.

Provide the opportunity for the independent accountant to meet with the full Board as deemed necessary and appropriate by the Committee.

e.

Confirm and assure the independence of the independent accountant by:

i.

accepting receipt of their annual submission of a formal written statement delineating all relationships between the independent accountant and the Company,

ii.

monitoring fees paid to the independent accountant for consulting and other non-audit services, and

iii.

engaging in a dialogue with the independent accountant with regard to any disclosed relationships or services that may impact the objectivity or independence of the independent accountant.

f.

Review the annual audit plan and the audit results report of the independent accountant.

INTERNAL AUDITORS

a.

Serve as the Board's primary avenue of communication with the Director of Corporate Auditing.

b.

Review and concur in the appointment, replacement, reassignment, or dismissal of the Director of Corporate Auditing.

c.

Confirm and assure the independence of the internal auditors.

d.

Review the annual internal audit plan of the internal auditors and its scope, and the degree of coordination of this plan with the independent accountant.

e.

Review periodically the internal audit activities, staffing, and budget.

FINANCIAL STATEMENTS

a.

Inquire of management and the independent accountant as to the acceptability and appropriateness of financial accounting principles and disclosures used or proposed by the Company.

11th Floor, South Tower, Jinjiang Times Garden, 107 Jin Li Road West, Chengdu , P. R. China, 610072

b.

Review and discuss with management and the independent accountant prior to releasing the year-end earnings and at the completion of the annual audit examination:

i.

the Company's consolidated financial statements, footnote disclosures and other financial information in Form 10-K(SB),

ii.

the independent accountant's audit of the statements and its report thereon,

iii.

any significant changes required in the scope of the independent accountant's audit plan,

iv.

any serious difficulties or disputes with management encountered during the course of the audit, and

v.

other matters related to the conduct of the audit which are to be communicated to the Committee under generally accepted auditing standards.

c.

Review legal matters that may have a material impact on the financial statements with the General Counsel, Director of Corporate Auditing, the Controller and the independent accountant.

d.

Review and discuss with management and the independent accountant, the Company's quarterly financial information prior to releasing the quarterly earnings, and any material changes thereto, prior to filing the 10-Q(SB). Assure that the independent accountant has reviewed the financial information included in the Company's Quarterly Reports on Form 10-Q(SB) prior to filing such reports with the SEC. Such review is to be performed in accordance with AICPA Statement on Auditing Standards No. 71 "Interim Financial Information."

e.

Recommend to the Board whether the audited financial statements be included in the Company's Annual Report on Form 10-K(SB), in advance of filing such form with the SEC.

f.

Discuss with the independent accountant the matters required to be discussed by Statement on Auditing Standards No. 61, including, but not limited to:

i.

the quality and appropriateness of the accounting principles and underlying estimates used in the preparation of the Company's financial statements, and

ii.

the clarity of financial disclosures in the Company's financial statements.

RISKS & UNCERTAINTIES, INCLUDING CONTINGENT LIABILITIES

a.

Inquire of management, the Director of Corporate Auditing, and the independent accountant about significant risks or exposures and review the steps management has taken to minimize such risks or exposures to the Company.

b.

Consider and review management's analysis and evaluation of significant financial accounting and reporting issues (including the critical accounting policies) and the extent to which such issues and policies affect the Company's consolidated financial statements.

11th Floor, South Tower, Jinjiang Times Garden, 107 Jin Li Road West, Chengdu , P. R. China, 610072

INTERNAL CONTROL ENVIRONMENT

a.

Consider and review with management, the independent accountant, and the Director of Corporate Auditing:

i.

the adequacy of the Company's internal controls, and

ii.

significant findings and recommendations of the independent accountant and internal auditors together with management's proposed responsive actions.

b.

Review the Company's regulatory compliance programs for legal and ethical business conduct and meet periodically with the Company's Compliance Officer.

ACCESS & COMMINICATION

a.

Meet separately and privately with the independent accountant and with the Director of Corporate Auditing and with the Company's chief financial and accounting officers to ascertain if any restrictions have been placed on the scope of their activities, and to discuss any other matters that the Committee or these groups believe should be discussed privately with the Audit Committee.

b.

Meet in executive session as necessary and appropriate.

c.

Report Committee actions to the Board of Directors with such recommendations as the Committee may deem appropriate.

REPORTING

a.

Review its charter annually and recommend changes, as necessary, to the Board.

b.

Report its activities to the Board on a regular basis and make recommendations to the Board with respect to matters within the purview of the Audit Committee, as necessary or appropriate.

c.

Cause to be included with the Company's Proxy Statement once every three years a copy of the Committee's Charter or whenever it is amended.

d.

Cause to be included in the Company's Proxy Statement an Audit Committee Report in accordance with Item 407 of Regulation S-K.

e.

Cause the Company to annually submit to the NASD a written affirmation in the form specified by the NASD.

OTHER

Periodically perform a self assessment of the Committee

11th Floor, South Tower, Jinjiang Times Garden, 107 Jin Li Road West, Chengdu , P. R. China, 610072

EX-99.4

TIANYIN PHARMACEUTICAL APPOINTS 3NEW INDEPENDENT BOARD MEMBERS

Additions bring experience and expertise in the Chinese Pharmaceutical Industry, International Business Operations and Finance

CHENGDU, China, March 4, 2008 /Xinhua-PRNewswire-FirstCall/ -- Tianyin Pharmaceutical, Co., Inc., (OTC Bulletin Board: VSCO - - News), a manufacturer and supplier of modernized traditional Chinese medicine (“TCM”) based in Chengdu, China, today announced three new independent board members: Professor Zunjian Zhang, Ph.D., Professor Jianping Hou, Ph.D. and Mr. James T. McCubbin, who will serve along with Dr. Guoqing Jiang and Mr. Stewart ShiangLor.

Dr. Guoqing Jiang, MD, the CEO, will serve as Chairman of the Board. He led the group that purchased Tianyin Pharmaceutical in 2003 which, under his leadership, has become a leading traditional Chinese medicine manufacturer and supplier in China. Prior to this, Dr. Jiang served as CEO at Kelun Pharmaceutical Group from December 1996 to July 2003, where he built the company from inception to become one of the leading producers of intravenous solution products and distributor of traditional Chinese medicine products and pharmaceuticals.   Currently, Kelun is the world’s largest producer of intravenous solution products and one of China’s leading distributors of pharmaceutical and traditional Chinese medicine products with revenues in excess of US$700 million annually and has over 7,000 employees.

Mr. Lor leverages over 20 years of experience in diverse disciplines, including corporate management, manufacturing and operations, international trade, corporate finance and investment, financial consulting, information technology as well as sales and marketing. He co-founded Lorons International Corporation, Powerbridge Technology Co., Ltd. and Cmark Capital Co., Ltd. and served in various senior management positions at several international and China based companies.

Professor Zunjian Zhang, Ph.D. is currently a graduate school faculty advisor at China Pharmaceutical University. He is Executive Director at the Center for Instrument Analysis and in charge of the National Key Laboratory of Drug Quality Control and Pharmacovigilance of Ministry of Education at the university. In addition, he is a member of the Chinese Pharmacopoeia Commission and a SFDA expert review committee member for new drugs and health food products.  He is also an expert review panel member at the National Center for Drug Pricing Evaluation and the SFDA, Jiangsu Province. Additionally, Professor Zhang serves as an editor for the Journal of China Pharmaceutical University and Journal of Chinese Traditional and Herbal Drugs. He is a principal investigator in many national research projects and has published over 100 peer-reviewed research papers in prestigious journals both in the PRC and internationally.

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Professor Jianping Hou, Ph.D. is currently a graduate school faculty advisor at Shaanxi University of Traditional Chinese Medicine. He has published dozens of peer-reviewed research papers and participated in compiling and editing a number of college textbooks regarding traditional Chinese medicine. Professor Hou is a principal investigator in more than 10 national research projects and has received the scientific achievement award from the State Administration of Traditional Chinese Medicine. Additionally, Professor Hou is a SFDA expert review committee member for new drugs and health food products and an Executive Director at Shaanxi Pharmacological Society and the Clinical Pharmacology Committee of Shaanxi Pharmaceutical Association. Previously, Professor Hou served various senior management positions at Sizhuang Research Institute of Nutriceutics, Xikang Pharmaceutical Co., Ltd. and Sizhuang Pharmaceutical Co., Ltd. He leverages a strong education background, which includes his Bachelor of Pharmacy and Master’s degree in Pharmacology of Traditional Chinese Medicine from Shaanxi University of Traditional Chinese Medicine. He earned his Ph.D. degree in Pharmacology of Traditional Chinese Medicine from Beijing University.  Professor Hou also completed an EMBA training program for top pharmaceutical executives at Beijing University.

Mr. James T. McCubbin will serve as the Company’s Audit Committee Chairman. Mr. McCubbin currently holds the positions of Vice President, Chief Financial Officer, and Director at WidePoint Corporation (AMEX:WYY). Previously, he held various senior financial management positions with several companies in the financial and government sectors. Mr. McCubbin is also a director and chairman of the audit committee for Red Mile Entertainment, Inc., a developer, publisher, and licensor of interactive entertainment software.

Dr. Guoqing Jiang, Chief Executive Officer of Tianyin, welcomed the new independent board members, which were appointed by unanimous consent. "These board members add experience and expertise in many facets which will be essential to helping our company to stay focused, attaining our stated growth objectives, while ensuring strict financial controls and oversight is adequately in place. Additionally, the intercultural skill set which several members possess will be important as we further our relationship with the US capital markets and our new institutional investors. These additions also create a truly independent board which will enable us to pursue a listing on a major exchange.”

About Tianyin Pharmaceuticals

Tianyin is a manufacturer and supplier of modernized Traditional Chinese Medicine ("TCM") in China. It was established in 1994 and acquired by the current management team in August 2003. It has a comprehensive product portfolio of 34 modernized TCMs in the market, 22 of which are listed in the highly selective National Medicine Catalog of the National Medical Insurance Program. Tianyin owns and operates two GMP manufacturing facilities and an R&D platform supported by leading Chinese academic institutions. The Company has a pipeline of 51 pharmaceutical products pending

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approval. Tianyin has an extensive nationwide distribution network throughout China with a sales force of 523 salespeople. Tianyin is headquartered in Chengdu, Sichuan Province with two manufacturing facilities and a total of 869 employees. Tianyin achieved revenue of $20.4 million and net income of $3.95 million in FY2007 ending June 30, 2007.

Safe Harbor Statement

The Statements which are not historical facts contained in this press release are forward-looking statements that involve certain risks and uncertainties including but not limited to risks associated with the uncertainty of future financial results, additional financing requirements, development of new products, government approval processes, the impact of competitive products or pricing, technological changes, the effect of economic conditions and other uncertainties detailed in the Company's filings with the Securities and Exchange Commission.

Contacts:

For the Company:

Allen Tang, Ph.D., MBA, Assistant to the CEO

China 15821225642

Allen.y.tang@gmail.com

Investors:

HC International

Alan Sheinwald

US (914) 669-0222

Alan.sheinwald@hcinternational.net

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