S-8

As filed with the Securities and Exchange Commission on May 1, 2007

Registration No. 33-____________

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

____________________

Renhuang Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada (State or Other Jurisdiction of Incorporation or Organization) 88-1273503 (I.R.S. Employer Identification No.)

No. 218, Taiping, Taiping District

Harbin, Heilongjiang Province,

P.R. China 150050

(Address of Principal Executive Offices, Including Zip Code)

____________________

2007 Non-Qualified Company Stock Grant and Option Plan

(Full Title of the Plan)

____________________

Li Shaoming

No. 218, Taiping, Taiping District

Harbin, Heilongjiang Province,

P.R. China 150050

+86-451-5762-0378

(Name, Address, and Telephone Number of Agent for Service)

COPIES TO:

Craig V. Butler, Esq.

The Lebrecht Group, APLC

9900 Research Drive

Irvine, California 92618

(949) 635-1240

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (2)	Proposed Maximum Offering Price per Share(1)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.001	200,000	$3.05	$610,000	$65.27
Total Registration Fee	200,000	$3.05	$610,000	$65.27

(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) based on the average of the closing bid and ask-prices as reported by the NASDAQ Over-The-Counter Bulletin Board on April 13, 2007.

(2) The securities to be registered represent shares of Common Stock reserved for issuance under the Renhuang Pharmaceuticals, Inc. 2007 Non-Qualified Company Stock Grant and Option Plan (the “Plan”). Pursuant to Rule 416, shares of Common Stock of the Company issuable pursuant to the exercise of awards granted or to be granted under the Plan in order to prevent dilution resulting from any future stock split, stock dividend, or similar transaction, are also being registered hereunder.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.Plan Information.*

Item 2.Registrant Information and Employee Plan Annual Information.*

* Information required by Part I to be contained in the Section 10(a) Prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents are hereby incorporated by reference in this Registration Statement:

(i)      the Registrant’s First Amended Transition Report dated February 21, 2007 on Form 10-K/A for the six-month period ended October 31, 2006, filed with the Commission on February 22, 2007.

(ii)     the Registrant’s Quarterly Report dated March 19, 2007 on Form 10-Q filed with the Commission on March 19, 2007.

(iii)    All other reports and documents previously and subsequently filed by the Registrant before and after the date of this Registration Statement pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference and to be a part hereof from the date of the filing of such documents.

Item 4. Description of Securities.

The Company’s authorized capital stock consists of 100,000,000 shares of Common Stock, par value $0.001 and 2,500,000 shares of Preferred Stock, par value $0.001.

The holders of Common Stock are entitled to one vote for each share of record on all matters to be voted on by shareholders. There is no cumulative voting with respect to the election of directors or any other matter.

The holders of Common Stock are entitled to receive, ratably, dividends when, as and if declared by the Board of Directors out of funds legally available therefore. The current policy of the Board of Directors, however, is to retain earnings, if any, for the operation and expansion of the Company’s business.

Upon liquidation, dissolution, or winding up of the Company, the holders of Common Stock are entitled to share ratably in all assets that are legally available for distribution, after payment of or provision for all debts and liabilities and after provision is made for each class of stock, if any, having preference over the Common Stock.

The holders of Common Stock do not have preemptive, subscription, redemption or conversion rights under the Company’s Articles of Incorporation, as amended. There are no redemption or sinking fund provisions applicable to the Common Stock. The outstanding shares of Common Stock are fully paid and nonassessable.

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Item 5. Interests of Named Experts and Counsel.

Certain legal matters with respect to the Common Stock offered hereby will be passed upon for the Company by The Lebrecht Group, APLC, counsel to the Company.

The Lebrecht Group, APLC, and its principals, do not own any shares of Renhuang Pharmaceuticals, Inc. common stock as of April 13, 2007, but the Company has agreed to issue 25,000 shares of its common stock under the Plan to The Lebrecht Group, APLC, as payment for legal services.

Item 6. Indemnification of Directors and Officers.

The Corporation Laws of the State of Nevada and the Company’s Bylaws provide for indemnification of the Company’s Directors for liabilities and expenses that they may incur in such capacities. In general, Directors and Officers are indemnified with respect to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of the Company, and with respect to any criminal action or proceeding, actions that the indemnitee had no reasonable cause to believe were unlawful. Furthermore, the personal liability of the Directors is limited as provided in the Company’s Articles of Incorporation.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits

3.1 (1)	Restated Articles of Incorporation, as filed with the Nevada Secretary of State on April 21, 2003.
3.2 (2)	Amendment to Articles of Incorporation, as filed with the Nevada Secretary of State on July 28, 2006.
3.3 (1)	Second Restated Bylaws
4.1	Renhuang Pharmaceuticals, Inc. 2007 Non-Qualified Company Stock Grant and Option Plan (the “Plan”)
4.2	Form of Non Statutory Stock Option Agreement relating to options granted under the Plan.
4.3	Form of Common Stock Purchase Agreement relating to stock granted under the Plan

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5.1	Opinion of The Lebrecht Group, APLC
23.1	Consent of The Lebrecht Group, APLC (included in Exhibit 5.1)
23.2	Consent of Schwartz Levitsky Feldman, llp

(1)          Incorporated by reference to our Current Report on Form 8-K dated April 21, 2003, filed with the Commission on April 22, 2003.

(2)          Incorporated by reference from our Annual Report on First Amended Form 10-K/A for the year ended April 30, 2006, and filed with the Commission on February 28, 2007.

Item 9.Undertakings.

(a)The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a) (3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof.

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(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof.

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

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Heilongjiang Province, P.R. China, on April 13, 2007

	Renhuang Pharmaceuticals, Inc.
Dated: April 13, 2007		/s/ Li Shaoming
	By:	Li Shaoming
		Chairman, President and
		Chief Executive Officer
Dated: April 13, 2007		/s/ Zuoliang Wang
	By:	Zuoliang Wang
		Interim Chief Financial Officer

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

Dated:April 13, 2007	/s/ Andy Wu
	By:Andy Wu, Director
Dated:April 13, 2007	/s/ Fanrong Meng
	By:Fanrong Meng, Director

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EX-4.1

RENHUANG PHARMACEUTICALS, INC.

2007 NON-QUALIFIED COMPANY

STOCK GRANT AND OPTION PLAN

1.PURPOSE: This 2007 Non-Qualified Company Stock Grant and Option Plan (the “Plan”) is intended to serve as an incentive to and to encourage stock ownership by certain directors, officers, employees of and certain persons rendering service to Renhuang Pharmaceuticals, Inc., a Nevada corporation (the “Corporation”), so that they may acquire or increase their proprietary interest in the success of the Corporation, and to encourage them to remain in the Corporation’s service.

2.ADMINISTRATION: The Plan shall be administered by a committee appointed by the Corporation’s Board of Directors (the “Committee”). The Committee shall consist of not less than three (3) members who shall be appointed by, and serve at the pleasure of, the Corporation’s Board of Directors. The Board of Directors may from time to time remove members from, or add members to, the Committee. Vacancies on the Committee, however caused, shall be filled only by the Board of Directors. The Committee shall select one of its members as Chairman, and shall hold meetings at such times and places as it may determine. Acts by a majority of the Committee in a meeting at which a quorum is present and acts approved in writing by a majority of the members of the Committee shall be the valid acts of the Committee. No member of the Committee shall vote on any matter concerning his or her own participation in the Plan, except that the Board of Directors as a whole may act on options granted to directors. If no Committee has been appointed, the entire Board shall constitute the Committee.

The Committee shall be authorized to grant stock and/or options under the Plan to such directors, officers, employees of and other persons rendering service to the Corporation or any parent or subsidiary corporation of the Corporation, as defined for purposes of Internal Revenue Code Section 422A (“Parent or Subsidiary”), at such times and in such amounts as it may decide.

The interpretation and construction by the Committee of any provisions of the Plan or of any option granted under it shall be final unless otherwise determined by the Board of Directors. No member of the Committee or Board of Directors shall be liable for any action or determination made in good faith with respect to the Plan or any option granted under it.

3.ELIGIBILITY

3.1.General: Any person who performs services of special importance to the Corporation, or any Parent or Subsidiary thereof, relating to the Corporation’s management, operation or development shall be eligible to receive stock or options under the Plan. The selection of stock and/or options received shall be within the sole and absolute discretion of the Committee, or the Board of Directors.

3.2.Termination of Eligibility: Any option granted hereunder shall expire if, for any reason other than his or her death, the optionee (i) ceases to be employed by the Corporation or a Parent or Subsidiary thereof; (ii) is no longer a member of the Corporation’s Board of Directors; or (iii) no longer performs services for the Corporation as an independent contractor. The expiration will take effect at the earliest of the following times: four (4) months from the date of the occurrence causing termination of eligibility (twelve (12) months if the optionee’s eligibility ceases because of his or her disability), or upon the date the option expires by its terms. During such four-month period, the option may be exercised in accordance with its terms, but only in respect to the number of shares for which the right to exercise has accrued on the date of termination of employment, or status as a director or independent contractor. The Committee shall decide whether an authorized leave of absence or absence for military or governmental service, or absence for any other reason, shall constitute termination of eligibility for purposes of this Section. This determination shall be subject to review by the Board of Directors.

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3.3.Death of Optionee and Transfer of Option: If the optionee dies while eligible to participate in the Plan, or within four (4) months after the termination of his or her eligibility, and shall not have fully exercised the option, the option may be exercised at any time within twelve (12) months after the optionee’s death by the optionee’s executors or administrators or by any person or persons who acquired the option directly from the optionee by bequest or inheritance. However, no option shall be exercisable after it expires; and options may be exercised only to the extent that the optionee’s right to exercise the option had accrued at the time of his or her death and had not been previously exercised.

No option shall be transferable by the optionee otherwise than by will or the laws of intestate succession.

4.IDENTIFICATION OF STOCK: The stock subject to grant and the options shall be shares of the Corporation’s authorized but unissued or acquired or reacquired Common Stock, par value $0.001 (the “Stock”). The aggregate number of shares subject to outstanding options shall not exceed Two Hundred Thousand (200,000) shares of Stock (subject to adjustment as provided in Section 5.6). If any option granted hereunder shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject thereto shall again be available for purposes of this Plan.

5.TERMS AND CONDITIONS OF OPTIONS: Any option granted pursuant to the Plan shall be evidenced by an agreement in such form as the Committee shall from time to time determine, which agreement shall comply with and be subject to the following terms and conditions:

5.1.Number of Shares: Each option shall state the number of shares to which it pertains.

5.2.Option Exercise Price: Each option shall state the option price, which shall be determined at the Committee’s discretion. Stock options must have an exercise price of at least 85% of the fair market value of the Stock on the date the stock option is granted. Under the Plan, fair market value of the Stock for a particular date is generally determined by the Committee or the Board of Directors.

5.3.Method of Exercise: An option shall be exercised by written notice to the Corporation stating the number of shares with respect to which the option is being exercised and designating a time for the delivery thereof, which shall be not more than fifteen (15) days after notice is given unless another date was mutually agreed upon. At the time specified in the notice, the Corporation shall deliver to the optionee at the Corporation’s principal office, or other appropriate place the Committee determines, a certificate(s) for such shares of previously authorized but unissued shares or acquired or reacquired shares of Stock as the Corporation may elect. Notwithstanding the foregoing, the Corporation may postpone delivery of any certificate(s) after notice of exercise for any reasonable period required to comply with any applicable listing requirements of any national or other securities exchange. In the event an option shall be exercisable by any person other than the optionee, the required notice under this section shall be accompanied by appropriate proof of such person’s right to exercise the option.

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5.4.Medium and Time Payment: The option price shall be payable in full upon the exercise of the option by certified or bank cashier’s check, the promissory note of the optionee (if allowable under applicable securities laws), or any equivalent form of payment acceptable to the Corporation.

5.5.Term of Option: The term of an option granted hereunder shall be determined by the Committee at the time of grant, but shall not exceed ten (10) years from the day of the grant. In no event shall any option be exercisable after the expiration of its term.

5.6.Adjustments Upon Changes in Capitalization: Subject to any required shareholder action, the number of shares of stock covered by each outstanding option and the price per share in each such option shall be proportionately adjusted for any increase or decrease in the number of issued shares of Stock of the Corporation resulting from: (i) a subdivision or consolidation of shares; (ii) the payment of a stock dividend (but only on the Stock); (iii) any other increase or decrease in the number of such shares effected without receipt of consideration by the Corporation; (iv) or, as to Stock issued other than pursuant to a stock option granted to a director, officer, employee or a person rendering services as an independent contractor to the Corporation or any Parent or Subsidiary, any increase or decrease in the number of shares made for per-share consideration less than the option price of such option. Any fraction of a share subject to option that would otherwise result from an adjustment pursuant to this subparagraph shall be rounded downward to the next full number of shares without other compensation or consideration to the holder of the option.

Subject to any required shareholder action, if the Corporation shall be the surviving corporation in any merger or consolidation, each outstanding option shall pertain and apply to the securities to which a holder of the number of shares of Stock subject to the option would have been entitled. The Corporation’s Board of Directors may grant each optionee the right to exercise his or her option in whole or in part immediately prior to the Corporation’s dissolution or liquidation, or merger or consolidation in which the corporation is not the surviving corporation. If the Corporation is consolidated with or merged into any other corporation, or if the Corporation sells or transfers all or substantially all of its assets, or if any other similar event affecting shares of Stock of the Corporation should occur, and if the exercisability of the options is not accelerated by the Board of Directors and the acquiring Corporation assumes the Corporation’s obligations under the options granted under this Plan, then each optionee shall be entitled thereafter to purchase shares of stock and other securities and property in the kind and amount, and at the price, which the optionee would have been entitled had his or her option been exercised prior to such event. The Corporation shall make lawful provision therefore as part of any such transaction.

To the extent that the foregoing adjustments relate to stock or securities of the Corporation, they shall be made by the Committee, whose determinations shall be final, binding and conclusive.

The grant of an option pursuant to the Plan shall not affect in any way the Corporation’s right or power to make adjustments, reclassifications, reorganizations or changes of its capital or business structure, or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all or any part of its business or assets.

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Whenever the Corporation takes any action resulting in any adjustment provided for in this Section 5.6, the Corporation shall forthwith deliver notice of the action to optionee. The notice shall set forth the number of shares subject to this Option and the purchase price thereof resulting from the adjustment.

5.7.Rights as a Shareholder: An optionee or a transferee of an option shall have no rights as a shareholder with respect to any shares underlying his or her option until the date the optionee is issued a certificate for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Section 5.6 above.

5.8.Modification, Extension and Renewal of Options: Subject to the terms and conditions and within the limitations of the Plan, the Committee may modify, extend or renew outstanding options granted under the Plan, or accept the surrender of outstanding options (to the extent not theretofore exercised) and authorize the granting of new options in substitution therefore (to the extent not theretofore exercised).

5.9.Other Provisions: The option agreements authorized under the Plan shall contain such other provisions, including without limitation, restrictions upon the exercise of the option, as the Committee and the Board of Directors of the Corporation shall deem advisable. Thus, for example, the Committee and the Board of Directors may require that all or any portion of an option granted hereunder not be exercisable until a specified period of time has passed or some other event has occurred.

6.TERM OF PLAN: Options may be granted pursuant to the Plan from time to time within a period of ten (10) years from the date the Plan is adopted by the Corporation’s Board of Directors or is approved by the Corporation’s shareholders, whichever occurs earlier. Termination of the Plan shall not affect any option previously granted.

7.AMENDMENT OF THE PLAN: To the extent permitted by law and subject to any required approval by the Corporation’s shareholders, the Board of Directors may suspend or discontinue the Plan or revise or amend it in any way with respect to any shares not subject to options at that time.

8.APPLICATION OF FUNDS: The proceeds received by the Corporation from the sale of Stock pursuant to options may be used for general corporate purposes.

9.NO OBLIGATION TO EXERCISE OPTION: The granting of an option shall impose no obligation upon the optionee to exercise such option.

10.SECURITIES LAWS COMPLIANCE: Notwithstanding anything contained herein, the Corporation shall not be obligated to grant any option under this Plan, or to sell or issue any share pursuant to any option agreement executed pursuant to the Plan, unless the grant or sale is effectively registered or exempt from registration under the Securities Act of 1933, as amended, and is qualified or exempt from qualification under any applicable state securities laws.

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As adopted by the Board of Directors on March 19, 2007.

Renhuang Pharmaceuticals, Inc.

a Nevada corporation

/s/ Li Shaoming                                

By: Li Shaoming                             

Its:President                                    

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EX-4.2

[FORM OF]

RENHUANG PHARMACEUTICALS, INC.

Stock Option Agreement

Under 2007 Non-Qualified Company Stock Grant and Option Plan

THIS STOCK OPTION AGREEMENT is entered into the ____ day of _____________, 20___, between Renhuang Pharmaceuticals, Inc., a Nevada corporation (the “Corporation” or “Grantor”) and _____________________________ (the “Grantee”), with respect to the following facts:

Pursuant and subject to the Corporation’s 2007 Non-Qualified Company Stock Grant and Option Plan, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference (the “Plan”), the Corporation’s Board of Directors, or authorized committee thereof, has determined that it is to the advantage and interest of the Corporation and its stockholders to grant the option provided for herein to Grantee. The parties agree as follows:

1.GRANT OF OPTION: For value received, the Corporation hereby grants to Grantee the right and option to purchase, on the terms and conditions hereinafter set forth, an aggregate of ____________ shares of the Corporation’s Common Stock. The exercise price shall be $___________ per share.

2.TIME AND MANNER OF EXERCISE: From and after __________________, and during each of the ________ (__) succeeding one-year periods commencing on the anniversary thereof, Grantee shall have the right to purchase from Grantor ______ percent (__%) of the aggregate number of shares of Common Stock of Grantor subject to this Option, on a cumulative basis (total ____________ shares). The purchase shall be made upon delivery to Grantor of a notice of exercise accompanied by a certified or cashier’s check in payment of the aggregate option price. Promptly upon receipt of such material, Grantor will deliver to Grantee stock certificate(s) representing the number of shares purchased in accordance with the foregoing and during Grantee’s lifetime, duly registered in the name(s) of Grantee and, at Grantee’s election, his or her spouse. The failure to exercise an option with respect to any shares of Grantor’s Common Stock for which the right has accrued during any one-year period shall not result in the termination of the option with respect to such shares of Stock; rather the same shall cumulate and be eligible for exercise during the remainder of the option term.

3.ANTIDILUTION PROVISIONS: The number of shares that Grantee is entitled to purchase upon the exercise of this Option and the purchase price of those shares are subject only to the adjustments set forth in Section 5.6 of the Plan.

4.INVESTMENT UNDERTAKING; NONASSIGNABILITY: This Option may be exercised only by Grantee during his or her lifetime. Grantee will hold this Option and the rights arising hereunder for investment and not with a view to distribution, and upon exercise will deliver a letter confirming Grantee’s nondistributive intent with respect to the shares of Common Stock received. Grantee will not transfer or assign this Option, except by will or the laws of intestate succession.

5.EXPIRATION: This Option shall terminate and expire at midnight on the date that is __________ (__) years after the date of this Agreement, or four (4) months after the date that Grantee ceases to be eligible to participate in the Plan in accordance with Section 3 of the Plan, whichever is earlier. However, if Grantee dies while still eligible to participate in the Plan, his or her executor(s) or administrator(s), or any person or persons who acquired the Option from the Grantee by bequest or inheritance, shall, during the 12-month period commencing on the date of the Grantee’s death, have the right to exercise this Option with respect to the shares that remain subject to this Option on that date, subject to the conditions that this Option (i) shall in no event be exercisable after its expiration in accordance with this Section 5 and (ii) it shall be exercisable by such representative(s) or successor(s) only to the extent that the Grantee’s right to exercise this Option had accrued pursuant to Paragraph 2 hereof at the time of the Grantee’s death and had not previously been exercised. Any options not exercisable or not exercised prior to the end of such 12-month period shall be automatically null and void.

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6.REPRESENTATIONS OF GRANTOR: So long as this Option remains outstanding and unexpired, Grantor will reserve for issuance upon the exercise of this Option the number of shares of Grantor’s Common Stock that are subject to this Option. The shares of Common Stock of Grantor subject to this Option shall, when issued, be validly issued, fully paid and nonassessable. Grantor will pay, when due and payable, any and all federal and state taxes or fees that may be payable by Grantor with respect to the grant of this Option or the issuance of any shares of Common Stock or certificates therefore subject to this Option. However, this does not include any federal, state or other personal income tax payable by the Grantee by virtue of (i) the grant of this Option; (ii) the issuance of any share of Common Stock upon exercise thereof; or (iii) any subsequent disposition of such shares which shall remain the obligation of the Grantee.

7.WITHHOLDING TAXES: If the Corporation determines that it is required to withhold federal, state or local tax as a result of the exercise of this Option, the Grantee, as a condition to the exercise of this Option, shall make arrangements satisfactory to the Corporation to enable it to satisfy such withholding requirements.

8.NOTICE: Any notice, request, or instructions given in connection with this Option shall be in writing and shall be delivered in person during normal business hours, by facsimile, or by overnight mail against a receipt for delivery, to the following addresses:

(a)If to Grantor, at Renhuang Pharmaceuticals, Inc., No. 281, Taiping Road, Taiping District, Harbin, Heilongjiang Province, 150050, P. R. China, Facsimile No. (___) _____________, Attention: President.

(b)If to Grantee, at ___________________________, Facsimile No. ____________ or at such other address as either of the parties shall have given notice to the other in accordance with the provisions hereof.

9.COMMITTEE DETERMINATION FINAL: The interpretation and construction of the Plan and this Stock Option Agreement, including any inconsistency between the two documents, shall be reserved to and made by the Committee of the Board of Directors provided for under the Plan. The Committee’s determinations shall be final as between the parties hereto unless otherwise determined by the Board of Directors of Grantor.

10.GOVERNING LAW: This Option is granted and delivered in the State of New York and is intended to be construed and enforced under the laws thereof.

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IN WITNESS WHEREOF, this Option is executed on behalf of Grantor and its duly authorized officers and by Grantee as of this ___ day of _____________, 20___.

GRANTOR

Renhuang Pharmaceuticals, Inc.

an Nevada corporation

____________________________

By: _____________________________

Its: _____________________________

GRANTEE

____________________________

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EXHIBIT A

Renhuang Pharmaceuticals, Inc.

2007 Non-Qualified Company

Stock Grant and Option Plan

EX-4.3

[FORM OF]

RENHUANG PHARMACEUTICALS, INC.

Common Stock Purchase Agreement

Under 2007 Non-Qualified Company Stock Grant and Option Plan

THIS AGREEMENT is dated as of _______________, 20__, between Renhuang Pharmaceuticals, Inc., a Nevada corporation (the “Company”), and ________________________ (“Purchaser”).

WITNESSETH:

WHEREAS, pursuant to the terms of a _________________________ Agreement dated ________________, 20__, by and between Purchaser and the Company (the “_____________ Agreement”), the Company has agreed to issue to Purchaser _______________ shares of the Company’s Common Stock in exchange for ____________________________________.

WHEREAS, pursuant to the terms hereof, Purchaser desires to purchase shares of the Company as herein described, on the terms and conditions set forth in this Agreement and the Renhuang Pharmaceuticals, Inc. 2007 Non-Qualified Company Stock Grant and Option Plan (the “Plan”). Certain capitalized terms used in this Agreement are defined in the Plan.

NOW, THEREFORE, it is agreed between the parties as follows:

1.             PURCHASE OF SHARES.

Purchaser hereby agrees to purchase from the Company and the Company agrees to sell and issue to Purchaser ________________ shares of the Company’s Common Stock (the “Stock”) in exchange for ________________ valued by the Company at $___________ per the terms of the ______________ Agreement. Vesting of the Stock shall be governed by the ______________ Agreement. The closing hereunder (the “Closing”) shall occur at the offices of the Company on the date hereof, or such other time and place as may be designated by the Company (the “Closing Date”). The Purchaser’s interest in the Stock shall be fully vested as of the Closing Date.

2.             PURCHASER’S INVESTMENT REPRESENTATIONS.

This Agreement is made with Purchaser in reliance upon Purchaser’s representation to the Company, which by Purchaser’s acceptance hereof Purchaser confirms, that the Stock which Purchaser will receive will be acquired with Purchaser’s own funds for investment for anindefinite period for Purchaser’s own account, not as a nominee or agent, and not with a view to the sale or distribution of any part thereof, and that Purchaser has no present intention of selling, granting participation in, or otherwise distributing the same, but subject, nevertheless, to any requirement of law that the disposition of Purchaser’s property shall at alltimes be withinPurchaser’s control. By executing this Agreement, Purchaser further represents that Purchaser does not have any contract, understanding or agreement with any person to sell, transfer, or grant participation, to such person or to any third person, with respect to any of the Stock.

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In connection with the investment representations made herein, Purchaser represents that Purchaser is able to fend for himself or herself in the transactions contemplated by this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of Purchaser’s investment, has the ability to bear the economic risks of Purchaser’s investment and has been furnished with and has had access to such information as would be made available in the form of a registration statement together with such additional information as is necessary to verify the accuracy of the information supplied and to have all questions answered by the Company.

3.             NO DUTY TO TRANSFER IN VIOLATION HEREUNDER.

The Company shall not be required (a) to transfer on its books any shares of Stock of the Company which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement or (b) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.

4.             OTHER NECESSARY ACTIONS.

The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

5.             NOTICE.

Any notice, request, or instructions given in connection with this Option shall be in writing and shall be delivered in person during normal business hours, by facsimile, or by overnight mail against a receipt for delivery, to the following addresses:

If to Grantor, at Renhuang Pharmaceuticals, Inc., No. 281, Taiping Road, Taiping District, Harbin, Heilongjiang Province, 150050, P. R. China, Facsimile No. (___) _________________, Attention: President.

If to Grantee, at ___________________________, Facsimile No. ____________ or at such other address as either of the parties shall have given notice to the other in accordance with the provisions hereof.

6.             SUCCESSORS AND ASSIGNS.

This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer herein set forth, be binding upon Purchaser and Purchaser’s heirs, executors, administrators, successors and assigns. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of a like or different nature.

7.             APPLICABLE LAW.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, as such laws are applied to contracts entered into and performed in such state.

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8.             NO ORAL MODIFICATION.

No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto.

9.             ENTIRE AGREEMENT.

This Agreement and the ____________ Agreement constitute the entire complete and final agreement between the parties hereto with regard to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

Renhuang Pharmaceuticals, Inc.	______________________________
an Nevada corporation
_______________________________	_______________________________
By:	By:
Its:	Its:

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EX-5.1

Exhibit 5.1

[THE LEBRECHT GROUP, APLC LETTERHEAD]

April 24, 2007

Renhuang Pharmaceuticals, Inc.

No. 218, Taiping, Taiping District

Harbin, Heilongjiang Province

PR China 150050

Ladies and Gentlemen:

You have requested our opinion as counsel for Renhuang Pharmaceuticals, Inc., a Nevada corporation (the “Company”) in connection with the registration under the Securities Act of 1933, as amended, and the Rules and Regulations promulgated thereunder, and the public offering by the Company of up to 200,000 shares of Company common stock issuable under the Renhuang Pharmaceuticals, Inc. 2007 Non-Qualified Company Stock Grant and Option Plan.

We have examined the Company’s Registration Statement on Form S-8 in the form to be filed with the Securities and Exchange Commission on or about May 1, 2007 (the “Registration Statement”). We further have examined the Certificate of Incorporation, Bylaws, and applicable minutes of the Company as a basis for the opinion hereafter expressed.

Based on the foregoing examination, we are of the opinion that, upon issuance and sale in the manner described in the Registration Statement, the shares of common stock covered by the Registration Statement will be legally issued, fully paid, and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Sincerely,

/s/ The Lebrecht Group, APLC

The Lebrecht Group, APLC

EX-23.1

Exhibit 23.2

Schwartz Levitsky Feldman llp

CHARTERED ACCOUNTANTS

LICENSED PUBLIC ACCOUNTANTS

TORONTO Ÿ MONTREAL

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Renhuang Pharmaceuticals, Inc. (the “Company”) on Form S-8 of our audit report dated December 29, 2006, except for Note 20 as to which the date is February 19, 2007, on the consolidated financial statements of the Company as of and for the 6-month period ended October 31, 2006, which audit report is included in the Company’s Transition Report on First Amended Form 10-K/A, as filed with the Securities and Exchange Commission on February 22, 2007.

“Schwartz Levitsky Feldman LLP”

Toronto, Ontario, Canada	Chartered Accountants
April 24, 2007	Licensed Public Accountants

1167 Caledonia Road

Toronto, Ontario M6A 2X1

Tel: 416 785 5353

Fax: 416 785 5663