UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No.1)
|X| QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
Of 1934 For the Quarterly
Period Ended September 30, 2008
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
Of 1934
For the Transition Period from _________ to _________
Commission file number: 000-29523
China Pharma Holdings, Inc.
(Exact name of registrant as specified on its charter)
Delaware 73-1564807
(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
2nd Floor, No. 17, Jinpan Road, Haikou, Hainan Province, China 570216
(Address of principle executive offices) (Zip Code)
0086-898-66811730 (China)
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |_| Accelerated filer |_|
Non-accelerated filer |_| Smaller reporting company |X|
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act. Yes |_| No |X|
As of September 30, 2008, 42,278,938 shares of China Pharma Holdings, Inc.
common stock, par value $0.001 per share, were outstanding.
EXPLANATORY NOTE
The registrant filed a Form 10-Q on November 6, 2008. The registrant is
filing this Amendment No. 1 to Form 10-Q with the SEC to amend the following:
Item 4. Controls and Procedures as it relates to disclosure controls and
internal control procedures of the report.
In addition, we are also including a currently-dated Sarbanes Oxley Act
Section 302 and Section 906 certifications of the Chief Executive Officer and
Chief Financial Officer that are attached to this Amendment as Exhibits 31.1,
31.2, 32.1and 32.2.
Except as set forth below, this Form 10-Q/A does not modify, amend or
update in any way any other items or disclosure in the Form 10-Q. This Form
10-Q/A continues to speak as of the date of the original Form 10-Q and other
than as specifically reflected in the Form 10-Q/A does not reflect events
occurring after the filing of the original Form 10-Q.
PART I FINANCIAL INFORMATION
Item 4 - Controls and Procedures
Disclosure controls and procedures are designed to ensure that financial
information is accumulated and communicated to management, including the
Company's CEO and CFO in a timely manner and then processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms.
As required by Rule 13a-15 under the Securities Exchange Act of 1934, within the
90 days prior to the filing date of this report, the Company carried out an
evaluation of the effectiveness of the design and operation of the Company's
internal controls over disclosure and reporting procedures. This evaluation was
carried out under the supervision and with the participation of the Company's
management, including the Company's President, CEO and CFO. The Company has
taken steps to improve our internal controls over recording and reporting which
were disclosed as a material weakness in Item 8A "Controls and Procedures" of
our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007
(the "2007 Form 10-KSB").
As part of this correction process, we recruited three independent directors and
formed an Audit Committee in February 2008 to supervise the implementation of an
Internal Audit Department and to oversee the financial reporting of the Company
including direct communication with our independent auditors. The code of
business conduct and ethics was adopted by the board of directors on July 8,
2008. The code was attached to Form S-1 filed on July 11, 2008 as exhibit 14.1.
We trained our accounting personnel in the application of U.S. GAAP commensurate
with our financial reporting requirements.
The Audit Committee and our internal audit function are functioning. As of the
date of this evaluation and based upon the evaluation of our chief executive
officer and chief financial officer, the management has concluded that our
internal controls over recording and reporting financial information were
effective.
PART II. OTHER INFORMATION
Item 6 - Exhibits
The following exhibits are filed herewith:
31.1 - Certification pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange
Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
31.2 - Certification pursuant to Rule 13a-14 and Rule 15d-14(a) of the Exchange
Act, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1 - Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 - Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
China Pharma Holdings, Inc.
Dated: March 11, 2009 By: /s/ Zhilin Li
Zhilin Li
Chief Executive Officer,
President and Director
Dated: March 11, 2009 By: /s/ Xinhua Wu
Xinhua Wu
Chief Financial Officer,
and Director
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