UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~the Securities Exchange Act of 1934~~THE

~~Date~~SECURITIES ~~of Report~~EXCHANGE ~~(date~~ACT ofOF ~~earliest event reported): March 20, 2007~~1934

~~China~~Date of ~~Biopharma~~Report (Date of earliest event reported): November 11, ~~Inc.~~2008

CHINA BIOPHARMA, INC. (Exact name of registrant as specified in its charter)

Delaware

Delaware	000-50005	04-3703334
(State of Incorporation)	(Commission File No.)	(IRS Employer
		Identification No.)

~~(State or other~~173 ~~jurisdiction~~Yugu Lu, Zhongtian Dasha 16-L, Hangzhou, China, 310007 (Address of ~~incorporation~~principal executive offices, including zip code)

000-50005	04-3703334
(Commission File Number)	(IRS Employer Identification No.)

	(609) 651-8588
	(Registrant's telephone number, including area code)

31Check the ~~Airpark~~appropriate ~~Road~~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):

~~(Address of~~o ~~principal~~Written ~~executive~~communications ~~offices~~pursuant ~~and~~to ~~zip~~Rule ~~code~~425 under the Securities Act (17 CFR 230.425)

~~609~~o Soliciting material pursuant to Rule 14a-~~651~~12 under the Exchange Act (17 CFR 240.14a-~~8588~~12)

o Pre-commencement communications pursuant to Rule 14d-2(~~Registrant’s telephone~~b) ~~number~~under ~~including~~the ~~area~~Exchange ~~code~~Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(~~Former Name~~c) ~~and~~under ~~Former~~the ~~Address~~Exchange Act (17 CFR 240.13e-4(c))

~~Check the appropriate~~Item 4.02. ~~box below if the Form 8~~Non-Kreliance ~~filing is intended to simultaneously~~on ~~satisfy~~Previously ~~the~~Issued ~~filing~~Financial ~~obligation~~Statements ofor ~~registrant~~a ~~under~~Related ~~any~~Audit ofReport ~~the~~or ~~following~~Completed ~~provisions:~~Interim Review

[ In ~~] Written~~connection ~~communications~~with ~~pursuant~~the toreview ~~Rule~~by ~~425~~the ~~under~~Division ~~the~~of Corporation Finance of the Securities ~~Act~~and ~~(17~~Exchange Commission of the Company’s audited financial statements ~~CFR~~for ~~230~~the fiscal year ended December 31, 2006 as set forth in the Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 2006, filed March 29, 2007 (File No.~~425~~ 000-50005) management identified a number of errors in the financial statements which require the following changes be made:

~~[ ] Soliciting~~(i) ~~material~~Revisions ~~pursuant~~to the balance sheet, statement of operations, statement of changes in stockholders’ equity and statements of cash flows to ~~Rule~~correct ~~14a-12(b)~~the ~~under~~$698,658 "Other Liabilities" and the ~~Exchange Act~~related ~~(17~~Notes ~~CFR~~6 ~~240.14a-12(b))~~and 9;

~~[ ] Pre-commencement~~(ii) ~~communications~~Revisions ~~pursuant~~ to ~~Rule~~the ~~14d-2(b)~~statement ~~under~~of ~~the Exchange~~changes ~~Act~~in ~~(17~~shareholders’ ~~CFR~~equity ~~240.14d-2(b))~~ to show classification and breakdown of different transactions;

~~[ ] Pre-commencement~~(iii) ~~communications~~Revisions ~~pursuant~~ to ~~Rule~~the ~~13e-4(c)~~statements ~~under~~of ~~the Exchange~~cash ~~Act~~flows ~~(17~~to ~~CFR~~correct ~~240.13e-4(c))~~certain errors;

~~CAUTIONARY NOTE~~(iv) ~~REGARDING~~Revisions ~~FORWARD-LOOKING~~to ~~STATEMENTS~~Note 1 to correct the purchase cost of HCBD;

~~The statements~~(v) ~~contained~~Revisions into ~~this~~Note ~~Form~~2 8-K ~~that~~REVENUE ~~are~~RECOGNITION ~~not~~to ~~purely~~reflect ~~historical are forward-looking statements within~~ the ~~meaning~~nature of ~~Section~~our ~~27A of the Securities Act of 1933~~revenues, ~~as amended,~~ and ~~Section~~to ~~21E~~Note of2 ~~the~~– ~~Securities~~INCOME ~~Exchange~~TAXES Act of 1934, as amended. These include statements about the Registrant’s expectations, beliefs, intentions or strategies for the future, which are indicated by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “the Registrant believes,” “management believes” and similar words or phrases. The forward-looking statements are based on the Registrant’s current expectations and are subject to ~~certain~~expand ~~risks,~~our ~~uncertainties~~disclosure ~~and assumptions. The Registrant’s actual results could differ materially from results anticipated~~ in ~~these~~ ~~forward-looking~~accordance ~~statements.~~with ~~All~~SFAS forward-looking statements included in this document are based on information available to the Registrant on the date hereof, and the Registrant assumes no obligation to update any such forward-looking statements. 109;

~~Item 2.02. Results~~ (vi) The addition of ~~Operations~~a ~~and~~supplemental ~~Financial~~schedule ~~Condition~~of non-cash activities in Note 6;

~~On March 20, 2007, China Biopharma, Inc.~~ (~~the “Company”~~vii) ~~filed~~Revisions ~~with~~to ~~the~~Note ~~Securities~~8 ~~and Exchange Commission (the “SEC”) a Registration Statement on Form SB~~-2 toEQUITY ~~cover the~~COMPENSATION ~~resale~~PLAN of certain shares of its common stock (the “Registration Statement”). The Registration Statement included the Company’s financial results for the fourth quarter and fiscal year ended December 31, 2006. The Company expects that it will file its Annual Report for the fiscal year ended December 31, 2006 within the next week and such report is expected to ~~also~~expand ~~include~~our ~~the~~disclosure ~~financial information included~~ in ~~the~~accordance ~~Registration~~with ~~Statement,~~SFAS as well as other information required by Form 10-KSB. A copy of the Registration Statement and the financial statements for the fiscal period may be found at the SEC’s website which is located at www.sec.gov. 123R;

(vii)

The addition of a schedule to reflect the effect of restatements as part of the explanation of the restatements in Note 9.

In connection with the review by the Division of Corporation Finance of the Securities and Exchange Commission of the Company’s audited financial statements for the fiscal year ended December 31, 2007 as set forth in the Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 2007, filed March 25, 2008, as well as the amendment thereto filed on November 12, 2008 (File No. 000-50005) management identified a number of errors in the financial statements which require the following changes be made:

(i)

Revisions to the balance sheet, statement of changes in stockholders’ equity and statements of cash flows to correct the $698,658 "Due from related parties" and the related Note 12;

(ii)

Revisions to the statement of operations to add a separate line to present “Loss on disposal of investments”;

(iii)

Revisions to the statement of shareholders’ equity to cover the period from September 13, 2000, the date of inception, to December 31, 2007, and to show classification and breakdown of different transactions;

(iv)

Revisions to Note 1 to correct the purchase cost of HCBD;

(v)

Revisions to Note 2 - REVENUE RECOGNITION to reflect the nature of our revenues; Note 2 - IMPAIRMENT LOSS OF GOODWILL to expand our disclosure as per SFAS 142 and SFAS 144; and Note 2 – INCOME TAXES to expand our disclosure in accordance with SFAS 109;

(vi)

Addition of a supplemental schedule of non-cash activities in Note 5;

(vii)

Revisions to Note 7 - EQUITY COMPENSATION PLAN to expand our disclosure in accordance with SFAS 123R;

(viii)

Revisions to Note 11 to provide an update on the status of the event of default;

(ix)

The addition of a schedule to reflect the effect of restatements in Note 12.

In connection with the review by the Division of Corporation Finance of the Securities and Exchange Commission of the Company’s financial statements for the nine months ended September 30, 2008 as set forth in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008, filed November 14, 2008, (File No. 000-50005) management identified a number of errors in the financial statements which require the following changes and modifications be made:

Revisions to the balance sheet, statement of operations, and statements of cash flows to present the changes as a result of restatements in financials for historical periods;

The addition of a supplemental schedule of non-cash activities in Note 6;

The addition of discussion regarding uncollectible other accounts receivables in Note 7;

The addition of a schedule to reflect the effect of restatements in Note 10.

The addition of discussion regarding uncollectible other accounts receivables; Corrected the amount of purchase cost of HCBD in Part I, Item 2 “Management’s Discussion and Analysis”.

On March 25, 2009, the Board of Directors concluded, based on the recommendation of management, that the Company’s consolidated financial statements contained in the Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006, in the Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007 and the Amendment thereto, and in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2008, should be restated to correct these errors and that the financials as previously filed should no longer be relied upon. Management has discussed this matter with the Company’s independent registered public accounting firm. The Company intends to file amended Annual Reports on Form 10K/A for the fiscal years ended December 31, 2006 and 2007 and an amended Quarterly Report on Form 10Q/A for the quarterly period ended September 30, 2008 as soon as practicable wherein it will be revising the financials in the manner set forth above. Our auditors shall also be providing us with reissued dual-dated audit opinion on the financials for the fiscal year ended December 31, 2006 and 2007, respectively.

In addition to the impact of these errors on the consolidated financial statements, management considered the impact this error has on the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures for the periods being restated. Management believes that the Company's internal controls over financial reporting and disclosure were ineffective.

The Company intends to implement measures to ensure that errors of this nature do not occur in the future.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~ registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CHINA BIOPHARMA, INC.


Date: March 27, 2009	CHINA BIOPHARMA, INC..

	By:	/s/ Peter Wang
		Peter Wang
		Chief Executive Officer

~~Dated: March 23, 2007~~3

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