UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10−K/A

(Amendment No.1 to Form 10-KSB)

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2006

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: __________ to ____________

Commission File No.: 000-50005

CHINA BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation or

organization)

04-3703334

(I.R.S. Employer Identification No.)

173 Yugu Lu, Zhongtian Dasha 16-L, Hangzhou, China		310007

(Address of Principal Executive Offices)		(Zip Code)

(609) 651-8588

(Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, PAR VALUE $0.0001 PER SHARE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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 preceding 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 o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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.

Large accelerated filer o Accelerated filer o Non-accelerated filer oSmaller 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 o No x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity as of the last business day or registrant’s most recently completed second fiscal quarter. As of June 30, 2006, the value was approximately $8,995,524.

State the number of shares outstanding of each of the issuer’s classes of common equity: 85,520,000 as of March 23, 2007.

EXPLANATORY NOTE

This report on Form 10-K/A is filed to amend and restate the following items of our Form 10-KSB filed on March 29, 2007, and includes the complete text of each amended and restated item:

Part II, Item 8 (“Financial Statements and Supplementary Data”). Our auditor has revised and redated the Report of Independent Registered Public Accounting Firm; We have amended the financial statements as of and for the fiscal year ended December 31, 2006 and the notes thereto:

(i)

Revised balance sheet, statement of operations, statement of changes in stockholders’ equity and statements of cash flows to correct the $698,658 "Other Liabilities" and the related Notes 6 and 9;

(ii)

Revised the statement of changes in shareholders’ equity to show classification and breakdown of different transactions;

(iii)

Revised and restated statements of cash flows to correct certain errors;

(iv)

Revised Note 1 to correct the purchase price of HCBD;

(v)

Revised Note 2 - REVENUE RECOGNITION to reflect the nature of our revenues, and Note 2 – INCOME TAXES to expand our disclosure in accordance with SFAS 109;

(vi)

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

(vii)

Revised Note 8 - EQUITY COMPENSATION PLAN to expand our disclosure in accordance with SFAS 123R;

(vii)

Added a schedule to reflect the effect of restatements as part of the explanation of the restatements in Note 9

Part II, Item 9A (“Controls and Procedures”)

and;

Part III, Item 15 (“Exhibits and Financial Statement Schedules”). Exhibits 31.3 and 31.4, Certifications of Principal Executive Officer and Principal Financial Officer, with respect to this Form 10-K/A, are added.

TABLE OF CONTENTS

PART II

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	F-1

ITEM 9A. CONTROLS AND PROCEDURES

PART III

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

SIGNATURES	S-1

PART II

ITEM 8. FINANCAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

To the Board of Directors

China Biopharma, Inc. and Subsidiaries:

(Formerly Techedge, Inc)

We have audited the accompanying consolidated balance sheets of China Biopharma, Inc. (a Delaware corporation in the development stage) and subsidiaries (the “Company”) for the years ended December 31, 2006 and 2005, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity (deficit) and cash flows for the years then ended and the period from September 13, 2000 (date of inception) to December 31, 2006.As described in Notes 9, these restated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these restated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the restated financial statements referred to above present fairly, in all material respects, the financial position of China Biopharma, Inc. and subsidiaries as of December 31, 2006 and 2005, and the results of its operations and cash flows for each of the two years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying restated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations and is in a working capital deficit position that raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Patrizio & Zhao, LLC

Parsippany, New Jersey

March 14, 2009 (formerly report date was March 9, 2007)

F-1

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEET

	DECEMBER			DECEMBER
	31, 2006			31, 2005
	(Restated)

ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	2,307,799		$	63,608
Accounts receivable, net of bad debt reserve of $53,620 and $14,326, respectively		941,556			80,825
Due from related parties		151,534			259,743
Other receivables		292,578			-
Deferred compensation cost		141,900			-
Advance payments		2,129,530			48,207

Total Current Assets		5,964,897			452,383

INTANGIBLES -GOODWILL		1,761,050			-

PROPERTY AND EQUIPMENT, NET		90,069			110,531

OTHER ASSETS		-			45,028

Total Assets	$	7,816,016		$	607,942

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	2,722,816		$	1,153,936
Current portion of long-term debt		1,428,572			-
Other Liabilities		741,767			242,849
Due to officers		956,717			874,442

Total Current Liabilities		5,849,872			2,271,227

LONG TERM DEBT		1,571,429			-

MINORITY INTEREST		2,229,950			-

STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, stated value $.0001, 200,000,000 shares authorized; 85,520,000 and 82,455,000 shares issued and outstanding, respectively		8,552			8,246
Additional paid-in capital		11,037,136			6,523,837
Deficit accumulated during development stage		(12,973,773	)		(8,247,569	)
Accumulated other comprehensive income		92,850			52,201

Total Stockholders' Equity (Deficit)		(1,835,235	)		(1,663,285	)


Total Liabilities and Stockholders' Equity	$	7,816,016		$	607,942

The accompanying notes are an integral part of these consolidated financial statements.

F-2

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

							For the Period From
	For the Years Ended						September 13, 2000
	December 31,						(Date of Inception) to
	2006			2005			December 31, 2006
	(Restated)			(Restated)			(Restated)

REVENUE	$	1,202,763		$	380,519		$	2,740,721

COSTS AND EXPENSES
Cost of sales		1,074,864			176,817			1,839,605
Research and development		-			611,362			2,274,698
Selling, general and administrative (including stock-based compensation of $2,897,459, $-0- and $2,911,070 respectively)		3,752,182			2,230,956			10,023,802
Depreciation and amortization		38,811			95,200			380,184

Total Costs and Expenses		4,865,857			3,114,335			14,518,289

(LOSS) FROM OPERATIONS		(3,663,094	)		(2,733,816	)		(11,777,568	)

OTHER INCOME (EXPENSE)
Loss from unconsolidated subsidiary		-			-			(60,134	)
Sale of net operating loss carryforwards		-			216,247			216,247
Gain on foreign currency		-			-			660
Interest income (expense), net		-			420			34,299
Loss on disposal of investments		(746,800	)		-			(746,800	)
Non operating expenses		(316,310	)		-			(316,310	)

Total Other Income (Expense)		(1,063,110	)		216,667			(872,038	)

(LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE		(4,726,204	)		(2,517,149	)		(12,649,606	)

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE, NET OF TAX		-			(324,167	)		(324,167	)

NET (LOSS)		(4,726,204	)		(2,841,316	)		(12,973,773	)

UNREALIZED GAIN (LOSS) ON FOREIGN CURRENCY TRANSLATION, NET OF TAX		40,649			-			37,123

COMPREHENSIVE (LOSS)	$	( 4,685,555	)	$	( 2,841,316	)	$	( 12,936,650	)

LOSS PER COMMON SHARE, BASIC	$	( 0.06	)	$	( 0.03	)

LOSS PER COMMON SHARE, DILUTED	$	( 0.06	)	$	( 0.03	)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, BASIC		85,520,000			81,528,260

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING, DILUTED		85,520,000			81,528,260

The accompanying notes are an integral part of these consolidated financial statements.

F-3

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE PERIOD FROM SEPTEMBER 13, 2000 (DATE OF INCEPTION) TO December 31, 2006

	Preferred Series A Stock						Common Stock									(Deficit)						Accumulated
					$.0001						$.0001		Additional			During			Other			Stockholders’
				Stated						Stated			Paid-In			Development			Comprehensive			Equity
	Shares			Value			Shares			Value			Capital			Stage			Income			(Deficit)
	(Restated)			(Restated)			(Restated)			(Restated)			(Restated)			(Restated)			(Restated)			(Restated)
BALANCE – September 13, 2000 (date of inception)		-		$	-			-		$	-		$	-		$	-		$	-		$	-
Common stock issued in private placement		-			-			63,619,200			6,362			-			(1,562	)		-			4,800
Net loss		-			-			-			-			-			(93,837	)		-			(93,837	)

BALANCE – DECEMBER 31, 2000		-		$	-			63,619,200			6,362			-			(95,399	)		-			(89,037	)
Preferred stock issued in private placement		5,301,600			530			-			-			3,999,470			-			-			4,000,000
Foreign currency translation					-			-			-			-			-			(825	)		(825	)
Net loss		-			-			-			-			-			(1,251,210	)		-			(1,251,210	)

BALANCE – DECEMBER 31, 2001		5,301,600		$	530			63,619,200			6,362			3,999,470			(1,346,609	)		(825	)		2,658,928
Issuance of common stock in consideration for all of the assets of WCG Communications LLC		-			-			3,976,200			398			111,465			-			-			111,863
Issuance of preferred stock in consideration for 100% ownership of Zhejiang VSAT Satellite Communication Co., Ltd.		1,325,400			133			-			-			226,395			-			-			226,528
Foreign currency translation		-			-			-			-			-			-			3,716			3,716
Net loss		-			-			-			-			-			(1,550,180	)		-			(1,550,180	)

BALANCE – DECEMBER 31, 2002		6,627,000		$	663			67,595,400		$	6,760			4,337,330			(2,896,789	)		2,891			1,450,855
Stock issued for services		18,025			2			144,204			14			13,595			-			-			13,611
Foreign currency translation		-			-			-			-			-			-			(3,155	)		(3,155	)
Net loss		-			-			-			-			-			(1,063,842	)		-			(1,063,842	)

BALANCE – DECEMBER 31, 2003		6,645,025		$	665			67,739,604		$	6,774			4,350,925			(3,960,631	)		(264	)		397,469
Repurchase and cancellation of common stock		-			-			(5,725,728	)		(573	)		141			-			-			(432	)
Common stock issued in private placement		-			-			3,340,008			334			503,666			-			-			504,000
Effect of merger and recapitalization		(6,645,025	)		(665	)		14,646,116			1,465			(800	)		-			-			-
Foreign currency translation		-			-			-			-			-			-			(3,262	)		(3,262	)
Net loss		-			-			-			-			-			(1,445,622	)		-			(1,445,622	)

BALANCE – DECEMBER 31, 2004		-		$	-			80,000,000		$	8,000		$	4,853,932		$	(5,406,253	)	$	( 3,526	)	$	( 547,847	)
Common stock issued in private placement		-			-			2,455,000			246			1,669,905			-			-			1,670,151
Foreign currency translation		-			-			-			-			-			-			55,727			55,727
Net loss		-			-			-			-			-			(2,841,316	)		-			(2,841,316	)

BALANCE – DECEMBER 31, 2005		-		$	-			82,455,000		$	8,246		$	6,523,837		$	(8,247,569	)	$	52,201		$	(1,663,285	)
Common stock issued in consideration for CBL		-			-			3,000,000			300			1,473,914			-			-			1,474,214
Common stock issued for exercise of options		-			-			65,000			6			12,994			-			-			13,000
Stock option issuance		-			-			-			-			616,574			-			-			616,574
Warranty issuance		-			-			-			-			2,409,817			-			-			2,409,817
Foreign currency translation		-			-			-			-			-			-			40,649			40,649
Net loss		-			-			-			-			-			(4,726,204	)		-			(4,726,204	)

BALANCE – DECEMBER 31, 2006		-		$	-			85,520,000		$	8,552		$	11,037,136		$	(12,973,773	)	$	92,850		$	(1,835,235	)

The accompanying notes are an integral part of these consolidated financial statements.

F-4

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

							For the Period From
	For the Years Ended						September 13, 2000
	December 31,						(Date of Inception) to
	2006			2005			December 31, 2006
	(Restated)			(Restated)			(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4,726,204	)	$	(2,841,316	)	$	(12,973,773	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		8,976			136,000			496,349
Minority interest		2,229,950			-			-
Cumulative effect of change in accounting principle		-			324,167			324,167
Loss on unconsolidated subsidiary		-			-			60,134
Bad debt expense		39,294			-			53,620
Loss on foreign currency translation		-			-			(3,526	)
Loss on disposal of subsidiaries, net of tax		746,800			-			746,800
Share based payment		2,897,459			-			2,911,070
Changes in assets and liabilities:
Accounts receivable		(787,792	)		(45,886	)		(868,617	)
Due from related parties		108,209			(41,485	)		(151,534	)
Other receivables		(292,578	)		-			-
Advance payments		69,016			-			2,198,546
Prepaid expenses and other current assets		48,207			(32,103	)		-
Other assets		45,028			(14,791	)		-
Accounts payable and accrued expenses		2,030,134			869,731			3,184,070
Other liabilities		(159,604	)		(17,151	)		83,245
Total adjustments		6,983,099			1,178,482			9,034,324

Net Cash Used In Operating Activities		2,256,895			(1,662,834	)		(3,939,449	)

CASH FLOWS FROM INVESTING ACTIVITIES
Investment in unconsolidated subsidiary		-			-			(409,832	)
Acquisition of HCBD, net of cash acquired		(2,782,333	)		-			(2,782,333	)
Purchase of property and equipment		(18,349	)		(50,786	)		(262,112	)
Net Cash Used In Investing Activities		(2,800,682	)		(50,786	)		(3,454,277	)

CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from exercise of stock options		932			-			1,899,295
Repurchase of treasury stock		-			-			(432	)
Net proceeds from private placement of common stock		-			1,670,151			3,999,288
Net proceeds from convertible debt		3,000,000			-			3,000,000
Proceeds from officers’ advances		82,275			-			874,442
Net Cash Provided By Financing Activities		3,083,207			1,670,151			9,772,593

EFFECT OF FOREIGN CURRENCY CONVERSION ON CASH		(295,229	)		52,201			(71,068	)

NET INCEASE IN CASH		2,244,191			8,732			2,307,799

CASH AND CASH EQUIVALENTS – BEGINNING		63,608			54,876			-

CASH AND CASH EQUIVALENTS – ENDING	$	2,307,799		$	63,608		$	2,307,799

The accompanying notes are an integral part of these consolidated financial statements.

F-5

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS

China Biopharma, Inc. (“CBI” or “the Company”) is a provider of biopharmaceutical products with its focus mainly on the development and sale of human vaccines. In 2006, CBI re-focused its business from telecommunications to biopharmaceuticals. Currently, CBI develops its products in China and distributes these products in China and in one other country. The Company has established its distribution and development platform in China as a result of its acquisition of its interest in its majority owned subsidiary, Hainan CITIC Bio-pharmaceutical Development Co., Ltd. (“HCBD”) and, as a result of its joint venture with Zhejiang Tianyuan Bio-pharmaceutical Co., Ltd.

The Company was incorporated as Techedge, Inc. (“Techedge”) in Delaware in July 2002 to serve as the successor to the business and interests of BSD Development Partners, LTD. BSD was a Delaware limited partnership formed in 1997 for the purpose of investing in the intellectual property of emerging and established companies BSD merged with Techedge in September 2002. From September 2002 until June 2004, Techedge endeavored to continue the business of BSD and sought to enhance the liquidity of the securities owned by its investors by becoming subject to the reporting requirements of the Exchange Act and by seeking to have its common stock quoted on the OTC Bulletin Board, or OTCBB.

China Quantum Communications, Ltd. ("CQ") was organized on October 4, 2000. The primary business of China Quantum Communications, Ltd. is to provide wireless, VoIP, and value-added communication services to commercial and residential users in the U.S. and China.

On December 29, 2000, CQ purchased 100% of the common stock of China Quantum Communications, Inc., which was formed on September 13, 2000, and China Quantum Communications, Inc. became a wholly owned subsidiary. Based on its controlling interest in China Quantum Communications, Inc., the operating results of China Quantum Communications, Inc. are included in the consolidated results of the Company since December 29, 2000.

On January 21, 2001, CQ formed China Quantum Communications, Ltd. (China), a wholly owned subsidiary. Based on its controlling interest in China Quantum Communications Ltd. (China), the operating results of China Quantum Communications, Ltd. (China) are included in the consolidated results of the Company since January 21, 2001.

In January 2001, CQ purchased 100% ownership of Zhejiang VSAT Satellite Communications Co., Ltd., owned in the majority by the Company's CEO. In September 2002, the Board of Directors authorized the issuance of 1,325,400 shares of Series A preferred stock as final consideration for the transaction. This transaction was accounted for as a purchase pursuant to SFAS Statement No. 141, “Business Combinations". The total purchase price of approximately $226,528, which was based on the fair market value of the assets purchased, was allocated among the various assets purchased in the acquisition.

On June 9, 2004, Techedge, Inc., acquired all of the issued and outstanding stock of China Quantum Communications, Ltd., a Cayman Islands company ("CQ"), pursuant to a Share Exchange Agreement (the "Exchange Agreement"), by and among the Company, the shareholders of the Company, CQ and the shareholders of CQ.

Pursuant to the Exchange Agreement, CQ became a wholly-owned subsidiary of the Company, and in exchange for the CQ shares, the Company issued 72,000,000 shares of its common stock to the shareholders of CQ, representing approximately 90% of the Company's outstanding stock at the time.

F-6

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS (continued)

For accounting purposes, because the Company had become a shell company prior to the share exchange, the share exchange was treated as a recapitalization of the Company. As such, the historical financial information prior to the share exchange is that of CQ and its subsidiaries. Historical share amounts have been restated to reflect the effect of the share exchange.

In conjunction with the Company’s re-positioning plans, on February 27, 2006 the Company entered into an agreement to transfer ownership of its Chinese subsidiary Zheiiang Guang Tong Wang Luo Co., Ltd to third parties. On January 1, 2006, the Company also entered into an agreement to transfer ownership of its U.S. subsidiary China Quantum Communications, Inc. to a former employee.

During the quarter ended June 30, 2006, the Company entered into a Share Exchange Agreement for the purpose of acquiring 100% of the outstanding capital stock of China Biopharma Limited (“CBL”), a Cayman Islands Company, which has rights to invest in Tianyuan Bio-Pharmaceuticals Company, Ltd. and Zhejiang Tianyuan Biotech Co., Ltd. (“ZTBC”). In exchange for 100% of the outstanding capital of CBL, the Company issued a total of 3,000,000 shares of restricted common stock.

On July 14, 2006, Techedge and China Biopharma, Inc. (“CBI”), a Delaware corporation and a wholly-owned subsidiary of Techedge, executed and delivered a Plan and Agreement of Merger whereby the parties agreed to merge CBI with and into Techedge, with Techedge being the surviving corporation. By virtue of, and effective upon the consummation of the Merger, the Certificate of Incorporation of the Company was amended to change its name from “Techedge, Inc.” to “China Biopharma, Inc.” The Merger became effective on August 10, 2006.

Zhejiang Tianyuan Biotech Co., Ltd. (“ZTBC”) is a Sino-US joint Venture between China Biopharma Limited and Zhejiang Tianyuan Bio-pharmaceutical Co., Ltd. (“Zhenjiang Tianyuan”). The Company owns 65% of ZTBC and Zhejiang Tianyuan owns 35% of ZTBC. ZTBC was formed on June 24, 2006 and was funded on December 22, 2006. Of the total $3,000,000 initial capitalization of ZTBC, CBL invested $1,950,000 and Zhejiang invested $1,050,000 in cash.

In April 2006, ZTBC acquired 20% of the outstanding stock of HCBD from three individuals in consideration for approximately $0.9 million; In August 2006, ZTBC acquired an additional 40% of the outstanding stock of HCBD from CITIC Pharmaceutical and China Biological Engineering Corporation in consideration for approximately $1.8 million. In December 2006, ZTBC acquired another 10% of the outstanding stock of HCBD from one individual in consideration for approximately $0.5 million. The remaining 30% of HCBD is owned by Zhejiang Tianyuan Bio-pharmaceutical Co., Ltd. (20%) and by one of its original owners (10%).

The Company’s products consist of primarily vaccines for preventing and treating various diseases and illnesses in humans. Currently, the Company provides and distributes its products in China and also exports them internationally.

F-7

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of China Biopharma, Inc. and it’s wholly and majority owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.

REVENUE RECOGNITION

The Company recognizes revenue for its products at the time the products are sold and provided to the end user.

CASH AND CASH EQUIVALENTS

For the purposes of the statements of cash flows, the Company considers cash and cash equivalents to include cash on hand, deposits in banks, and all highly liquid investments with a maturity of three months or less.

ACCOUNTS RECEIVABLE AND BAD DEBT RESERVES

The Company provides credit in the normal course of business. The Company continuously performs credit evaluations of its customers, considering numerous inputs including past payment history, financial condition, and other information. While the Company believes that adequate allowances for doubtful accounts have been provided in the financial statements, it is possible that the Company could experience unexpected credit losses.

The Company provides for an allowance for doubtful accounts equal to the estimated losses that will be incurred in the collection of all receivables. Estimated losses are based on a review of the current status of the existing receivables. The bad debt reserve was $53,620 at December 31, 2006.

PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost. Depreciation is provided on the straight-line method over the estimated useful lives of five years. Repairs and maintenance expenditures, which do not extend the useful lives of the related assets, are expensed as incurred.

Under SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets", the Company's long-lived assets are evaluated for impairment when events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company also assesses these assets for impairment based on their estimated future cash flows. The Company has not incurred any losses in connection with the adoption of this statement.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

F-8

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

INCOME TAXES

The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, Accounting for Income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

For Corporate Income tax purposes, the Company incurred recurring operating losses, and, was not subject to income tax liability pursuant to Chinese tax law. Therefore, no provision for income taxes was made in the consolidated financial statements.

FINANCIAL INSTRUMENTS

The carrying amounts reported in the consolidated balance sheet for China Biopharma, Inc.'s cash, accounts receivable, accounts payable, and accrued expenses approximate their fair values due to the short maturities of these financial instruments.

The carrying amounts reported in the consolidated balance sheets for China Biopharma, Inc.'s amounts recorded as other liabilities and due to officers approximate their values based on current rates at which the Company could borrow funds with similar maturities.

ADVERTISING COSTS

Advertising costs are expensed as incurred. Advertising expense was $-0-, $7,684 and $159,731 for the years ended December 31, 2006 and 2005 and for the period from September 13, 2000 (date of inception) to December 31, 2006, respectively.

COMPREHENSIVE INCOME (LOSS)

The Company adopted SFAS No. 130, Reporting Comprehensive Income, which establishes rules for the reporting of comprehensive income and its components. In addition to net loss, comprehensive income (loss) includes all changes in equity during a period, except those resulting from investments by and distributions to owners. Items of comprehensive income include foreign currency translation adjustment.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs are charged to operations as incurred and amounted to $-0-, $611,362, and $2,274,698 for the years ended December 31, 2006 and 2005 and for the period from September 13, 2000 (date of inception) to December 31, 2006, respectively. Costs consist primarily of salaries and related costs of employees engaged in research, design and development activities, the cost of parts for prototypes and equipment depreciation.

FOREIGN CURRENCY TRANSLATION

Substantially all of the Company's operations are conducted in China and the financial statements are translated from China's Renminbi, the functional currency, into U.S. Dollars in accordance with SFAS No. 52, "Foreign Currency Translation." Accordingly, all foreign currency assets and liabilities are translated at the period-end exchange rate and all revenues and expenses are translated at the average exchange rate for the period.

F-9

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

FOREIGN CURRENCY TRANSLATION (continued)

The effects of translating the financial statements of foreign subsidiaries into U.S. Dollars are reported as a cumulative translation adjustment, a separate component of comprehensive income in stockholder's equity. Foreign currency transaction gains and losses are reported in earnings and consisted of $-0- of gains in 2006, $-0- of gains in 2005 and $660 of gains for the period from September 13, 2000 (date of inception) to December 31, 2006.

LOSS PER COMMON SHARE, BASIC AND DILUTED

China Biopharma, Inc. accounts for net loss per common share in accordance with the provisions of SFAS No. 128, "Earnings per Share" ("EPS"). SFAS No. 128 requires the disclosure of the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Certain common equivalent shares have been excluded from the computation of diluted EPS since their effect would be anti-dilutive.

CONCENTRATIONS OF BUSINESS AND CREDIT RISK

FINANCIAL RISKS

At times throughout the year, the Company may maintain certain bank account balances in excess of FDIC insured limits.

GEOGRAPHICAL RISKS

For the year ended December 31, 2006, substantially all of the Company's assets and operations were based in China. Therefore, the Company's business, financial condition and results of operations may be adversely affected by significant political, economical and social uncertainties in China.

SEGMENT REPORTING

In accordance with SFAS No. 131 “disclosures about segments of Enterprises and related information”, the Company is considered to be a single reporting segment.

RECLASSIFICATIONS

Certain amounts in the 2005 financial statements have been reclassified for comparative purpose to conform to presentation in the 2006 financial statements.

F-10

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the SEC issued Staff Accounting Bulletin No. 108 “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108 provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a current year misstatement. The SEC staff believes that registrants should quantify errors using both a balance sheet and income statement approach and evaluate whether either approach results in quantifying misstatement that, when all relevant quantitative and qualitative factors considered, is material. SAB 108 is effective for fiscal years ending on or after November 15, 2006, with early application encouraged. The Company does not believe that SAB 108 will have a material impact on its financial position or results of operations.

In September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132®” (“SFAS 158”) requires employers to recognize the overfunded or underfunded status of a defined benefit post-retirement plan as an asset or liability in its statement of financial position. Further, SFAS 158 requires employers to recognize changes in the funded status in the year in which the changes occur through comprehensive income. SFAS 158 is effective for fiscal years ending after December 15, 2006. The Company does not believe adoption of this statement will have a material impact on the Company’s financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. SFAS 157 requires companies to disclose the fair value of its financial instruments according to a fair value hierarchy (i.e., levels 1, 2, and 3, as defined). Additionally, companies are required to provide enhanced disclosure regarding instruments in the level 3 category, including a reconciliation of the beginning and ending balances separately for each major category of assets and liabilities. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company does not believe adoption of this statement will have a material impact on the Company’s financial statements

In June 2006, the FASB ratified the consensus reached by the EITF related to EITF Issue No. 06-5 “Accounting for Purchases of Life Insurance – Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4, Accounting for Purchases of Life insurance” (“EITF 06-5”), which requires that a policyholder consider additional amounts included in the contractual terms of the policy in determining the amount that could be realized under the life insurance policy. EITF 06-5 provides additional guidance for determining the amount to be realized, including the policy level for which the analysis should be performed, amounts excluded and measurement criteria. EITF 06-5 is effective for fiscal years beginning after December 15, 2006. The Company does not believe adoption of this statement will have a material impact on the Company’s financial statements.

F-11

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

RECENT ACCOUNTING PRONOUNCEMENTS (continued)

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company does not believe adoption of this statement will have a material impact on the Company’s financial statements.

In November 2005, the FASB issued Staff Position Nos. FAS 115-1 and FAS 124-1, “The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments”. This statement addresses the determination as to when an investment is considered impaired, whether the impairment is other-than-temporary and the measurement of an impairment loss. The statement is effective for reporting periods beginning after December 15, 2005. The Company does not believe adoption of this statement will have material impact on the Company’s financial statements.

In October 2005, the FASB issued Staff Position No. 13-1, “Accounting for Rental Costs Incurred During a Construction Period”, or FSP 13-1 states that rental costs associated with ground or building operating leases incurred during a construction period shall be recognized as rental expense and not capitalized. FSP 13-1 is effective for the first reporting period beginning after December 15, 2005. The Company does not believe adoption of this statement will have a material impact on the Company’s financial statements.

In June 2005, the EITF reached a consensus on EITF 05-6, “Determining the Amortization Period for Leasehold Improvements Purchased after Lease Inception or Acquired in a Business Combination”. EITF 05-6 requires leasehold improvements purchased after the beginning of the initial lease term or that are acquired in a business combination to be amortized over the lesser of the useful life of the assets of a term that includes the original lease term plus any renewals that are reasonably assured at the date the leasehold improvements are purchased or acquired. In September 2005, the EITF modified the consensus to clarify that this issue does not apply to preexisting leasehold improvements. This guidance was effective for leasehold improvements purchased or acquired in reporting periods beginning after June 29, 2005. The adoption of this statement did not have a material impact on the Company’s financial statements.

In June 2005, the FASB issued Staff Position No. 143-1, “Accounting for Electronic Equipment Waste Obligations”, or FSP 143-1 provides guidance on how commercial users and producers of electronic equipment should recognize and measure asset retirement obligations that arise from European Union (“EU”) Directive 2002/96/EC on Waste Electrical and Electronic Equipment (the “Directive”). FSP 143-1 is effective the later of the first reporting period that ends after June 8, 2005 or the date that the EU-member country adopts a law to implement the Directive. The Company does not believe adoption of this statement will have a material impact on the Company’s financial statement.

F-12

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

RECENT ACCOUNTING PRONOUNCEMENTS (continued)

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections”, which changes the requirements for the accounting and reporting of a change in accounting principle. SFAS No. 154 applies to all voluntary changes in accounting principle as well as to changes required by an accounting pronouncement that does not include specific transition provisions. SFAS No. 154 requires that changes in accounting principle be retrospectively applied. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not believe adoption of this statement will have a material impact on the Company’s financial statements.

In March 2005, the FASB issued Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligation”, or FIN 47, to clarify that the term “conditional asset retirement obligation” as used in SFAS No. 143 refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity. An entity must recognize a liability for the fair value of a conditional asset retirement obligation if the fair value of the liability can be reasonably estimated. FIN 47 also defines when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005. The adoption of this statement did not have a material impact on the Company’s financial statements.

In December 2004, the Financial Accounting Standards Board, or FASB, issued SFAS No. 123 (Revised 2004) “Share-based Payment” that will require compensation costs related to share-based payment transactions to be recognized in the financial statements. With limited exceptions, the amount of compensation cost will be measured based on the fair value on the date of grant of the equity or liability instruments issued. In addition, the fair value of liability instruments will be remeasured each reporting period. Compensation cost will be recognized over the period that an employee provides services in exchange for the award. In March 2005, the SEC issued Staff Accounting Bulletin 107 which describes the SEC staff’s expectations in determining the assumptions that underlie the fair value estimates and discusses the interaction of SFAS No. 123 (Revised) with existing SEC guidance. In April 2005, the SEC deferred the effective date for SFAS No. 123 (Revised) to the beginning of the first fiscal year that begins after June 15, 2005. The adoption of this statement did not have material impact on the Company’s financial statements.

In October 2004, the Emerging Issues Task Force, or EITF, finalized its consensuses on EITF 04-01, “Accounting for Preexisting Relationships between the Parties to a Business Combination”. The consensuses in EITF 04-01 provide guidance on how to account for the settlement of a preexisting relationship and how it affects the accounting of the business combination. EITF 04-01 is effective for business combinations consummated in reporting periods beginning after October 13, 2004. The adoption of this statement did not have material impact on the Company’s financial statements.

F-13

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

NOTE 3 – ADOPTION OF NEW ACCOUNTING STANDARDS

On January 1, 2006, the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 123(R) “Share-Based Payment” using the modified prospective application. The Company has been expensing share based awards granted after January 1, 2003 under the provisions of SFAS No. 123 “Accounting for Stock-Based Compensation”. For the fiscal year ended December 31, 2006, included in net loss was expense of $2,897,459 after tax of stock based compensation related to stock options and warrants granted. If the Company had followed the fair value recognition provisions of SFAS 123(R) for all outstanding and unvested stock options and other stock-based compensation for the fiscal year ended December 31, 2005, there would have been no material impact on the Company’s financial statements.

NOTE 4 - LOSSES DURING THE DEVELOPMENT STAGE AND MANAGEMENT'S PLANS

Through December 31, 2006 the Company had incurred development stage losses totaling $12,275,115, and net cash used in operation activities of $6,721,782. At December 31, 2006, the Company had $2,307,799 of cash and cash equivalents and $941,556 of net trade receivables to fund short-term working capital requirements.

The Company's ability to continue as a going concern and its future success is dependent upon its ability to raise capital in the near term to: (1) satisfy its current obligations, and (2) continue it’s planned repositioning for bio-pharmaceutical opportunities in China.

The Company believes that it will be able to complete the necessary steps in order to meet its cash flow requirements throughout fiscal 2007. Management's plans in this regard include, but are not limited to, the following:

Management believes that actions presently being taken to complete the Company's development stage through re-focusing its business from telecommunications to biopharmaceuticals will be successful. However, there can be no assurance that CBI will generate sufficient revenues to provide positive cash flows from operations or that sufficient capital will be available, when required, to permit the Company to realize its plans. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 5 – SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

					For the period from
					September 13, 2000
	December 31,				(date of inception) to
	2006		2005		December 31, 2006

Interest paid	$	-	$	-	$	-
Income taxes paid	$	800	$	800	$	3,773

F-14

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

NOTE 6 – SUPPLEMENTAL SCHEDULE OF NON-CASH ACTIVITIES

					For the period from
					September 13, 2000
	December 31,				(date of inception)
					to
	2006		2005		December 31,
					2006

Common stock issued in exchange for CBL stock¹	$	1,473,914	$	-	$	1,473,914
Loss on disposal of subsidiaries, net of tax2	$	746,800	$	-	$	746,800

¹During the quarter ended June 30, 2006, the Company completed a Share Exchange Agreement for the purpose of acquiring 100% of the outstanding stock of China Biopharma Limited, a Cayman Islands Company, which is accounted for as a financing and investing activity.

²During 2006, the Company sold certain assets to a former employee in exchange for a reduction of an intercompany loan which is accounted for as both a financing and investing activity.

NOTE 7 - PROPERTY AND EQUIPMENT

Property and equipment, at cost, consists of the following at:

	December 31,
	2006			2005

Equipment	$	601,186		$	658,986
Office furniture and equipment		15,067			15,067
		616,253			674,053

Less: Accumulated depreciation		(526,184	)		(563,522	)

	$	90,069		$	110,531

Depreciation expense for the years ended December 31, 2006 and 2005 and for the period from September 13, 2000 (date of inception) to December 31, 2006, was $8,976, $136,000 and $496,349, respectively, of which $-0-, $32,245 and $146,000 respectively, was included in research and development expense.

NOTE 8 - STOCKHOLDERS' EQUITY

On October 4, 2000, in connection with its incorporation, China Quantum Communications, Ltd. ("CQ") had authorized capital of 50,000 ordinary shares with a par value of $0.0001.

On January 2, 2001, CQ sold 48,000,000 ordinary shares (which were exchanged for 63,619,200 shares of Techedge common stock as part of the Share Exchange (as defined below) in a private placement with proceeds of $4,800.

On January 10, 2001, CQ increased its authorized capital to 60,000,000 ordinary shares, par value $0.0001 per share, by subdividing its existing authorized shares.

On May 2, 2001, CQ sold 4,000,000 Series A preferred shares (which were exchanged for 5,301,600 shares of Techedge common stock as part of the Share Exchange) in a private placement for proceeds of $4,000,000.

On May 2, 2001, CQ increased its authorized capital to provide for 75,000,000 ordinary shares, par value $0.0001 per share, and 6,250,000 Series A preferred shares.

F-15

On September 18, 2002, CQ issued 3,000,000 ordinary shares (which were exchanged for 3,976,200 shares of Techedge common stock as part of the Share Exchange) shares for all of the assets of WCG Communications, LLC, a company owned in the majority by the Company's CEO for $111,863, the fair market value.

On September 18, 2002, CQ issued 1,000,000 Series A preferred shares (which were exchanged for 1,325,400 shares of Techedge common stock as part of the Share Exchange) for 100% ownership of Zhejiang VSAT Satellite Communication Co., Ltd., a company owned in the majority by the Company's CEO for $226,528, the fair market value.

During the year ended December 31, 2003, CQ issued 108,800 ordinary shares (which were exchanged for 144,204 shares of Techedge Common Stock in the Share Exchange) and 13,600 Series A preferred shares (which were exchanged for 18,025 shares of Techedge common stock in the Share Exchange) to consultants for services performed. The Company recognized a charge of operations of $13,611, based upon the fair market value of the services provided.

F-16

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

NOTE 8 - STOCKHOLDERS' EQUITY (continued)

On May 6, 2004, the CQ board of directors approved the purchase and cancellation of 4,320,000 ordinary shares from a related party for an aggregate price of $432.

On June 4, 2004, CQ sold 2,520,000 ordinary shares (which were exchanged for 3,340,008 shares of Techedge common stock in the Share Exchange) in a private placement for proceeds of $504,000.

On June 9, 2004, the Company completed the merger with CQ, Pursuant to the Exchange agreement; the shareholders of CQ exchanged all of their outstanding preferred and common shares (5,013,600 and 49,308,800, respectively) for 72,000,000 shares of the Company's common stock, representing approximately 90% of the Company's common stock at the time.

In February 2005, the company completed a private placement of 260,000 shares of common stock at a purchase price of $1.00 per share, or gross proceeds of $260,000.

During the quarter ended, March 31, 2005, the Company granted 402,000 fully vested, nonforfeitable warrants to purchase shares of common stock to two consultants for services in addition to cash payments. During the quarter ended, March 31, 2005, the Company granted 100,000 fully vested, nonforfeitable shares of common stock to a consultants for services

In April 2005, the company completed a private placement of 95,000 shares of common stock at a purchase price of $1.00 per share, or gross proceeds of $95,000, and, for no additional consideration, a cashless 2-year warrant to purchase additional 95,000 shares at an exercise price of $1.50 per share. A value of $36,770 of the proceeds has been allocated to the warrant.

In May 2005, the Company completed a private placement of 500,000 shares of common stock at a purchase price of $0.50 per share, or gross proceeds of $250,000, and for no additional consideration, a cashless 5-year warrant to purchase an additional 147,059 shares at an exercise price of $0.75 per share. A value of $71,470 of the proceeds has been allocated to the warrant.

Also in May 2005 the Company completed a private placement of 500,000 shares of common stock at a purchase price of $0.50 per share, or gross proceeds of $250,000, and for no additional consideration, a cashless 5-year warrant to purchase an additional 147,059 shares at an exercise price of $0.75 per share. A value of $68,240 of the proceeds has been allocated to the warrant.

In July 2005, the Company completed a private placement of 1,000,00,000 shares of common stock at a purchase price of $0.50 per share, or gross proceeds of $500,000, and for no additional consideration, a cashless 5-year warrant to purchase an additional 400,000 shares at an exercise price of $0.75 per share. A value of $168,000 of the proceeds has been allocated to the warrant.

In July 2005, the Company entered into a service agreement pursuant to which the Company agreed to issue warrants to purchase up to an aggregate of 200,000 shares (the Warrant Shares) of the Company's common stock in exchange for investor relations services. Techedge has the right to terminate the service agreement at any time on or after October 5, 2005, upon 30 days prior written notice. The Warrant Shares shall vest in accordance with the following schedule and are purchasable at the following exercise prices:

F-17

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

NOTE 8 - STOCKHOLDERS' EQUITY (continued)

50,000 Warrant Shares are immediately vested and may be purchased at an exercise price of $0.90 per share;

50,000 Warrant Shares will vest on the 91st day following the date of service agreement and may be purchased at an exercise price of $1.10 per share;

50,000 Warrant Shares will vest on the 181st day following the date of service agreement and may be purchased at an exercise price of $1.30 per share;

50,000 Warrant Shares will vest on the 271st day following the date of service agreement and may be purchased at an exercise price of $1.50 per share;

The warrants shall terminate on the 24-month anniversary of the effective date of a registration statement filed by the Company to register the resale of the Warrant Shares; provided, however, in the event that Techedge elects to terminate the service agreement early as described above, the Warrants will terminate as to any Warrant Shares that are not then vested. By October 5, 2005, the Company terminated such service, resulting in only 50,000 Warrant Shares vested with an exercise price of $0.90 per share.

On November 29, 2005, the Company made a modification to the exercise price of the warrants in conjunction with a private placement completed in May and July, 2005 from the original exercise price of $1.10 per share to an amended exercise price of $0.40 per share.

On January 24, 2006, the Company granted 2,701,000 options of which 1,901,000 are fully vested, to purchase shares of common stock at an excise price of $0.52 to officers, employees and consultants of the Company.

On January 26, 2006, the Company announced its plans to re-position itself for bio-pharmaceutical and other high growth opportunities in China, while continuing its commercialization of its high potential mobile VoIP solutions. In conjunction with the Company’s re-positioning plans, on February 27, 2006 the Company entered into an agreement to transfer ownership of its Chinese subsidiary Zhejiang Guang Tong Wang Luo Co., Ltd (ZJQC) to third parties. On January 1, 2006, the Company also entered into an agreement to transfer ownership of its U.S. subsidiary China Quantum Communications, Inc. to a former employee.

On April 7, 2006, the Company entered into a Share Exchange Agreement for the purpose of acquiring 100% of the outstanding capital stock of CBL, which has rights to invest in Tianyuan Bio-Pharmaceuticals Company, Ltd. and Zhejiang Tianyuan Biotech Co., Ltd. (“ZTBC”). The Company issued a total of 3,000,000 shares of restricted common stock in exchange for 100% of the outstanding capital of CBL.

In December 2006, the Company amended its Certificate of Incorporation to increase the number of authorized shares of its common stock from 100,000,000 to 200,000,000.

SECURED CONVERTIBLE PROMISSORY NOTES

On December 13, 2006, the Company entered into a Subscription Agreement with respect to the issuance and sale of $3,000,000 aggregate principal amount of its Secured Convertible Promissory Notes due December 13, 2008. The Notes are convertible at the option of the holders at any time into shares of the Company’s common stock. Prior to the occurrence of an Event of Default (as defined in the Notes), the Notes are convertible at a per share conversion price equal to $0.25 per share. Following the occurrence of an Event of Default (as defined in the Notes), the Notes are convertible at the lesser of $0.25 per share and 75% of the average of the closing bid prices for the common stock for the five trading days prior to the date of conversion. The Notes bear interest at a rate of eight percent (8%) per annum. Monthly payments, consisting of principal and accrued interest on the Notes shall commence March 13, 2007. The Company may, at its option pay the monthly payments in the form of either cash or shares of common stock. In the event that the Company elects to pay the monthly amount in cash, the Company shall be obligated to pay 115% of the principal amount component of the monthly amount and 100% of all other components of the monthly amount. In the event that the Company elects to pay the monthly amount in shares of common stock, the stock shall be valued at an applicable conversion rate equal to the lesser of $0.25 per share or seventy five percent (75%) of the average of the closing bid price of the common stock on the principal market on which the common stock is then traded or included for quotation for the five trading days preceding the applicable repayment date.

F-18

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

NOTE 8 - STOCKHOLDERS' EQUITY (continued)

SECURED CONVERTIBLE PROMISSORY NOTES (continued)

Provided that an Event of Default has not occurred, the Company may, at its option, prepay the outstanding principal amount of the Notes, in whole or in part, at any time upon 30 days written notice to the holders by paying 120% of the principal amount to be repaid together with accrued interest plus any other sums due thereon to the date of redemption. The Notes are secured by a Security Agreement entered into by and among the Company, CQCL, CBL, and QCCN and Barbara R. Mittman, as collateral agent for the purchasers of the Notes. The obligations of the Company under the Subscription Agreement with respect to the Notes and the Notes are guaranteed by the CQCL, CBL and QCCN pursuant to a Guaranty, dated as of December 13, 2006, entered into by the CQCL, CBL and QCCN, for the benefit of the purchasers of the Notes.

In connection with the sale of the Notes, the Company also issued to the purchasers of the Notes, Class A Warrants to purchase up to an aggregate of 6,000,000 shares of common stock and Class B Warrants to purchase up to an aggregate of 6,000,000 shares of common stock (each a “Warrant” and collectively, the “Warrants”). One Class A Warrant and one Class B Warrant were issued for each two shares of common stock that would have been issuable on the closing date assuming the complete conversion of the Notes on such date. The Class A Warrants have an exercise price of $0.30 per share and the Class B Warrants have an exercise price of $0.40.

Melton Management Ltd. acted as the finder with respect to the issuance and sale of the Notes and received a warrant to purchase 2,400,000 shares of our common stock at an exercise price of $0.30 per share.

EQUITY COMPENSATION PLAN

On December 29, 2000, China Quantum Communications, Ltd. established its Stock Option Plan (the "Plan"), in which incentive stock options and nonqualified stock options may be granted to officers, employees and consultants of the Company. The vesting of such options is four years and the options expire in ten years. On August 4, 2004, Techedge, Inc. adopted the 2001 Stock Option Plan established by China Quantum Communications, Ltd. under an Option Exchange agreement approved by the board of directors. Pursuant to the agreement, the Company exchanged an option to purchase 1.3254 shares of Techedge common stock for each option to purchase one ordinary share of China Quantum Communications, Ltd. All other terms and conditions of existing stock option agreements remain unchanged as to exercise price and vesting. The amounts presented in the table below have been restated to reflect the change.

On May 20, 2005 the Company's stockholders approved the 2005 Equity Compensation Plan (the 2005 Plan) and no additional options to purchase shares of common stock will be granted under the 2001 Stock Option Plan. Under the 2005 Plan, the Company may grant options to purchase shares of the Company's common stock, stock purchase rights and restricted or unrestricted stock awards of shares of common stock to eligible employees, directors and consultants, determine the terms and conditions of each option, stock purchase right or award and adopt, amend and rescind rules and regulations for the administration of the 2005 Plan.

The 2005 Plan will be administered by a duly authorized committee appointed by the Board of Directors. The aggregate number of shares of common stock available for issuance in connection with options granted under the 2005 Plan will be 8,500,000, subject to customary adjustments for stock splits, stock dividends or similar transactions.

F-19

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

NOTE 8 - STOCKHOLDERS' EQUITY (continued)

EQUITY COMPENSATION PLAN (continued)

The Committee determines the exercise price of options granted under the 2005 Plan, however the exercise price must be at least equal to the fair market value per share of common stock (or 110% of fair market value in the case of incentive options granted to a ten-percent stockholder) issuable upon exercise of the option at the time the incentive option was granted. No options may be exercisable for more than ten years (five years in the case of an incentive option granted to a ten-percent stockholder) from the date of the grant.

(i) Pursuant to the 2005 Plan, the Company issued 2,701,000 options with an exercise price of $0.52 per share on January 24, 2006. The options on average become vested within fifteen months after the grant.

The Company accounts for stock-based compensation in accordance with SFAS No. 123 Revised, “Share-Based Payment.” The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option-pricing model that uses the assumptions noted in the following table.


Dividend Yield		0.00	%
Expected Volatility		20.69	%
Risk-Free Interest Rate		4.68	%
Contractual Term	10 years
Stock Price at Date of Grant	$	0.52
Exercise Price	$	0.52

Total deferred stock-based compensation expenses related to the 2,701,000 stock options granted amounted to $551,907. This amount is amortized over fifteen months in a manner consistent with Financial Accounting Standards Board Interpretation No. 123 (R). The amortization of deferred stock-based compensation for these equity arrangements was $410,007 for the fiscal year ended December 31, 2006.

A summary of the stock option activity for the years ended December 31, 2006 and 2005 pursuant to the terms of the Plan, which include incentive stock options and non-qualified stock options, is set forth below:

			Weighted
	Number of		Average
	Options		Exercise Price

Outstanding at December 31, 2004		4,266,685	$	0.20

Granted		-		-

Exercised		-		-
Canceled / Expired		-		-

Outstanding at December 31, 2005		4,266,685	$	0.20

Granted		2,701,000		0.52

Exercised		-		-

Outstanding at December 31, 2006		6,967,085	$	0.32

Exercisable at December 31, 2006		6,500,701	$	0.32

F-20

The per share weighted average remaining life of the options outstanding at December 31, 2006 and 2005 is 3.6 and 5.1 years, respectively.

NOTE 9- RESTATEMENT TO REFLECT CORRECTION OF ACCOUNTING ERRORS

The Company revised its Consolidated balance sheets, Consolidated statements of operations and Comprehensive Loss and its Consolidated statements of cash flows to correct for certain accounting errors after receiving comments from the SEC as follows:

The Company reconsidered its accounting treatment for the disposition of an operating subsidiary to an employee, which it had originally recorded as a reduction of contributed capital. The Company modified its original accounting position and recorded the entire amount of $698,658 as an expense in the consolidated statement of operations for the current fiscal year. The company reclassified the disclosure in the consolidated balance sheets to reflect the change in other liabilities and accumulated deficit for the same amount. Also, the Company corrected its consolidated statements of cash flows to reflect the change to the net loss of $698,658 because of the disposal of the operating subsidiary.

The Company also corrected errors relating to investing activities in the consolidated statement of cash flows to properly reflect the acquisition of its subsidiary, HCBD, in the amount of $2,782,333. The Company had originally omitted disclosures relating to this cash acquisition and accordingly various adjustments to reconcile to net cash were properly reflected as operating activities. The amount of $2,198,546 includes currency translation differences and represents an adjustment to prepaid expenses and other current assets to reflect a pre-merger transaction between the acquired subsidiary and the minority interest investor.

F-21

NOTE 9- RESTATEMENT TO REFLECT CORRECTION OF ACCOUNTING ERRORS (continued)

The effect of the restatement is as follows:

CONSOLIDATED BALANCE SHEETS

	As Reported			As Restated			Effect of
	December 31,2006			December 31,2006			Change

ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	2,307,799		$	2,307,799		$	-
Accounts receivable, net of bad debt reserve of $53,620 and$14,326, respectively		941,556			941,556			-
Due from related parties		151,534			151,534			-
Other receivables		292,578			292,578			-
Deferred compensation cost		141,900			141,900			-
Advance payments		2,129,530			2,129,530			-

Total Current Assets		5,964,897			5,964,897			-

INTANGIBLES -GOODWILL		1,761,050			1,761,050			-

PROPERTY AND EQUIPMENT, NET		90,069			90,069			-

Total Assets	$	7,816,016		$	7,816,016		$	-

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	2,722,816		$	2,722,816		$	-
Current portion of long-term debt		1,428,572			1,428,572			-
Other Liabilities		43,110			741,767			698,658
Due to officers		956,717			956,717			-

Total Current Liabilities		5,151,215			5,849,872			698,658

LONG TERM DEBT		1,571,429			1,571,429			-

MINORITY INTEREST		2,229,950			2,229,950			-

STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, stated value $.0001, 200,000,000 shares authorized; 85,520,000 and 82,455,000 shares issued and outstanding, respectively		8,552			8,552			-
Additional paid-in capital		11,037,136			11,037,136			-
Deficit accumulated during development stage		(12,275,115	)		(12,973,773	)		(698,658	)
Accumulated other comprehensive income		92,850			92,850			-

Total Stockholders' Equity (Deficit)		(1,136,577	)		(1,835,235	)		(698,658	)

Total Liabilities and Stockholders' Equity	$	7,816,016		$	7,816,016		$	-

F-22

NOTE 9- RESTATEMENT TO REFLECT CORRECTION OF ACCOUNTING ERRORS (continued)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	As Reported			As Restated			Effect of
	December 31,2006			December 31,2006			Change

REVENUE	$	1,202,763		$	1,202,763		$	-

COSTS AND EXPENSES
Cost of sales		1,074,864			1,074,864			-
Selling, general and administrative (including stock- based compensation of $2,897,459, $-0- and $2,911,070 respectively)		3,752,182			3,752,182			-
Depreciation and amortization		38,811			38,811			-

Total Costs and Expenses		4,865,857			4,865,857			-

(LOSS) FROM OPERATIONS		(3,663,094	)		(3,663,094	)		-

OTHER INCOME (EXPENSE)
Loss from unconsolidated subsidiary		-			-			-
Gain on foreign currency		-			-			-
Interest income (expense), net		-			-			-
Loss on disposal of investments		(48,142	)		(746,800	)		(698,658	)
Non operating expenses		(316,310	)		(316,310	)		-

Total Other Income (Expense)		(364,452	)		(1,063,110	)		(698,658	)

(LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE		(4,027,546	)		(4,726,204	)		(698,658	)

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE, NET OF TAX		-			-			-

NET (LOSS)		(4,027,546	)		(4,726,204	)		(698,658	)

UNREALIZED GAIN (LOSS) ON FOREIGN CURRENCY TRANSLATION, NET OF TAX		40,649			40,649			-

COMPREHENSIVE (LOSS)	$	( 3,986,897	)	$	( 4,685,555	)	$	(698,658	)

F-23

NOTE 9- RESTATEMENT TO REFLECT CORRECTION OF ACCOUNTING ERRORS (continued)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	As Reported			As Restated			Effect of
	December 31,2006			December 31,2006			Change
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4,027,546	)	$	(4,726,204	)	$	(698,658	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		38,811			8,976			(29,835	)
Minority interest		2,229,950			2,229,950			-
Cumulative effect of change in accounting principle		-			-			-
Loss on unconsolidated subsidiary		-			-			-
Bad debt expense		-			39,294			39,294
Loss on foreign currency translation		-			-			-
Loss on disposal of subsidiaries, net of tax		48,142			746,800			698,658
Share based payment		2,897,459			2,897,459			-
Changes in assets and liabilities:
Accounts receivable		(860,731	)		(787,792	)		72,939
Due from related parties		108,209			108,209			-
Other receivables		(292,578	)		(292,578	)		-
Advance payments		(2,129,530	)		69,016			2,198,546
Prepaid expenses and other current assets		48,207			48,207			-
Other assets		45,028			45,028			-
Accounts payable and accrued expenses		1,568,880			2,030,134			461,254
Other liabilities		(199,739	)		(159,604	)		40,135
Total adjustments		3,502,108			6,983,099			3,480,991

Net Cash Used In Operating Activities		(525,438	)		2,256,895			2,782,333

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of HCBD, net of cash acquired		-			(2,782,333	)		(2,782,333	)
Purchase of property and equipment		(18,349	)		(18,349	)		-
Net Cash Used In Investing Activities		(18,349	)		(2,800,682	)		(2,782,333	)

CASH FLOWS FROM FINANCING ACTIVITIES								-
Net proceeds from private placement of common stock		932			932			-
Repurchase of treasury stock		-			-			-
Net proceeds from private placement of common stock		-			-			-
Net proceeds from convertible debt		3,000,000			3,000,000			-
Proceeds from officers’ advances		82,275			82,275			-
Net Cash Provided By Financing Activities		3,083,207			3,083,207			-
								-
EFFECT OF FOREIGN CURRENCY CONVERSION ON CASH		(295,229	)		(295,229	)		-

NET INCEASE IN CASH		2,244,191			2,244,191			-

CASH AND CASH EQUIVALENTS – BEGINNING		63,608			63,608			-

CASH AND CASH EQUIVALENTS – ENDING	$	2,307,799		$	2,307,799		$	-

NOTE 10 - RELATED PARTY TRANSACTIONS

The Company records material related party transactions. Those charges are included in general and administrative expenses.

The Company occasionally engages in advances to and advances from related parties. The advances have no stated terms of repayment and carry no interest.

Following is a summary of transactions and balances with affiliated entities and related parties for 2006 and 2005:

F-24

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

NOTE 10 - RELATED PARTY TRANSACTIONS (continued)

					For the period from
					September 13, 2000
	December 31,				(date of inception) to
	2006		2005		December 31, 2006

Revenues from related parties	$	24,100	$	44,626	$	93,546

Purchases and expenses to related parties	$	74,765	$	47,635	$	214,541

Due from related parties	$	151,534	$	259,743	$	151,534

Due to officers	$	956,717	$	874,442	$	956,717

Amounts due to officers consist of advances from the Company's CEO to fund the Company's operations. It also includes compensation deferred by the Company's CEO and CFO. No written repayment agreements exist with either officer. Amounts are unsecured, non-interest bearing and due upon demand.

NOTE 11 - COMMITMENTS AND CONTINGENCIES

OPERATING LEASE COMMITMENTS

The Company leases office equipment and certain office space in New Jersey, New York and the Peoples’ Republic of China under operating leases. Lease agreements vary from one to four-year lease agreements with a renewal option for New Jersey for two additional years. The following is a schedule of future minimum rental payments (exclusive of common area charges) required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2006.

Year ending December 31,
2007	$	43,200
2008		14,400
2009		14,400
2010		14,400

Total minimum payments required	$	86,400

The leases also contain provisions for contingent rental payments based upon increases in taxes and common area maintenance expense.

Following is a summary of rental expenses under all operating leases:

	December 31,
	2006		2005

Minimum rentals	$	133,000	$	146,186
Contingent rentals		2,352		2,352

Total rent expense	$	135,352	$	148,538

F-25

CHINA BIOPHARMA, INC. AND SUBSIDIARIES

(FORMERLY TECHEDGE, INC)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2006 AND 2005

NOTE 12- SEGMENT REPORTING

The company intends to distribute biopharmaceutical products. In 2006 substantially all of the Company’s operations are based in China. In accordance with SFAS No. 131 “Disclosures about Segments of an Enterprises and Related Information”, the Company is considered a single reportable segment. The Company is required to disclose certain information about revenues, information about geographic areas, information about major customers, and information about long-lived assets.

	Year Ended December 31, 2006
	United States		China		Total

Revenues	$	-	$	1,202,763	$	1,202,763

Long-lived assets	$	-	$	90,069	$	90,069

	Year Ended December 31, 2005
	United States		China		Total

Revenues	$	244,604	$	5,091	$	249,695

Long-lived assets	$	-	$	110,531	$	110,531

For the years ended December 31, 2006 and 2005, the Company did not have any major customers.

NOTE 13- SUBSEQUENT EVENTS

On January 26, 2007, the Company’s board of directors approved the capital reduction from $6,000,000 to $3,000,000 for the total capitalization of Zhejiang Tianyuan Biotech Co., Ltd, the Company’s majority owned subsidiary.

F-26

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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, 2007, filed on March 29, 2007, should be restated to correct a number of errors and that the financials as previously filed should no longer be relied upon.

In addition to the impact of these errors on the consolidated financial statements, management considered the impact these errors 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, under Item 308 of Regulation S-K, and the Company's Disclosure Controls, under Item 307 of Regulation S-K, were ineffective at December 31, 2006.

PART III

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit No.	Description of Exhibit

2.1	Share Exchange Agreement, dated June 9, 2004 (incorporated by reference to Exhibit 2.1 to the Company’s current report on Form 8-K filed with the SEC on August 8, 2004)

3.1.1	Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3(a) to the Company’s registration statement on Form 10-SB filed with the SEC on September 17, 2002)

3.1.2	Certificate of Amendment of Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1.1 to the Company’s quarterly report on Form 10-QSB filed with the SEC in November 12, 2004)

3.2	Bylaws of the Company (incorporated by reference to Exhibit 3(a) to the Company’s registration statement on Form 10-SB filed with the SEC on September 17, 2002.

4.1	Specimen of Common Stock Certificate of Registrant (incorporated by reference to Exhibit 4(b) to the Company’s registration statement on Form 10-SB filed with the SEC on September 17, 2002)

4.2	Techedge, Inc. ("Techedge"), 2005 Equity Compensation Plan and forms of agreement there under (incorporated by reference to Exhibit 4.5 to the Company’s registration statement on Form S-8 (Registration No. 333-125742) filed on June 10, 2005)

4.3	Form of Secured Convertible Promissory Note (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on December 13, 2006)

4.4	Form of Class A Warrant (incorporated by reference to Exhibit 4.2 to the Company’s current report on Form 8-K filed with the SEC on December 13, 2006)

4.5	Form of Class B Warrant (incorporated by reference to Exhibit 4.3 to the Company’s current report on Form 8-K filed with the SEC on December 13, 2006)

4.6	Form of Finder Warrant (incorporated by reference to Exhibit 4.4 to the Company’s current report on Form 8-K filed with the SEC on December 13, 2006)

10.1	Joint Venture Contract of Zhejiang Tianyuan Biotech Co., Ltd. cated as of April 6, 2006 between China BioPharma Limited and Zhejiang Tianyuan Biopharmaceutical Co. Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s annual report on Form 10-KSB filed with the SEC on March 29, 2007)

10.2	Amendment to Joint Venture Contract of Zhejiang Tianyuan Biotech Co., Ltd. (incorporated by reference to Exhibit 10.2 to the Company’s annual report on Form 10-KSB filed with the SEC on March 29, 2007)

10.3	Techedge 2003 Non-Statutory Stock Option Plan (incorporated by reference to Exhibit 4 to the Company’s registration statement on Form S-8 (File No. 333-105885) filed with the SEC on June 6, 2003)

10.4	China Quantum Communications, Ltd. 2001 Stock Plan and forms of agreement thereunder (incorporated by reference to Exhibit 10.6 to the Company’s annual report on Form 10-KSB filed with the SEC on March 31, 2005)

10.5	Stock Purchase Agreement, dated as of February 8, 2005, between Techedge, Inc. and Pacific Century Fund LLC (incorporated by reference to Exhibit 10.6 to the Company’s current report on Form 8K filed on February 14, 2005)

10.6	Techedge Inc. 2005 Equity Compensation Plan (incorporated by reference to Appendix A to the Company’s Proxy Statement filed with the SEC on April 15, 2005)

10.7	Stock Purchase Agreement, dated as of April 26, 2005, between Techedge and Pacific Century Fund LLC (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on April 29, 2005)

10.8	Warrant dated April 26, 2005 issued to Pacific Century Fund LLC (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on April 29, 2005)

10.9	Subscription Agreement, dated as of April 29, 2005, between Techedge, Whalehaven Capital Fund Limited and Alpha Capital Aktiengesellschaft (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on May 5, 2005)

10.10	Warrant dated April 29, 2005 issued to Whalehaven Capital Fund Limited (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on May 2, 2005)

10.11	Funds Escrow Agreement dated as of April 29, 2005 by and among Techedge, Whalehaven Capital Fund Limited and Alpha Capital Aktiengesellschaft, among other parties (incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K filed on May 5, 2005)

10.12	Warrant dated May 4, 2005 issued to Alpha Capital Aktiengesellschaft (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed on May 5, 2005)

10.13	Amendment to Subscription Agreement, dated as of May 27, 2005, by and among Techedge, Whalehaven Capital Fund Limited and Alpha Capital Aktiengesellschaft (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed on June 3, 2005)

10.14	Subscription Agreement, dated December 13, 2006, by and among the Company and the subscribers identified on the signature page thereto (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on December 13, 2006)

10.15	Security Agreement, dated December 13, 2006, by and between the Company, China Quantum Communications Ltd., China Biopharma Ltd., Guang Tong Wang Luo (China) Co. Ltd., and Barbara R. Mittman, as collateral agent for the Subscribers (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the SEC on December 13, 2006)

10.16	Guaranty, dated as of December 13, 2006, entered into by the Subsidiaries, for the benefit of the Subscribers (incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K filed with the SEC on December 13, 2006)

21.1	List of subsidiaries of the Company, filed herewith (incorporated by reference to Exhibit 21.1 to the Company’s annual report on Form 10-KSB filed with the SEC on March 29, 2007)

31.1	Certification of Chief Executive Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Previously filed in and incorporated herein by reference to Form 10-KSB filed on March 29, 2007).

31.2	Certification of the Principal Financial Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Previously filed in and incorporated herein by reference to Form 10-KSB filed on March 29, 2007).

31.3	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended, with respect to the Form 10-K/A, filed herewith.

31.4	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended, with respect to the Form 10-K/A, filed herewith.

32.1	Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) (Previously furnished in and incorporated by reference to Form 10-KSB filed on March 29, 2007. In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference).

32.2	Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002) (Previously furnished in and incorporated by reference to Form 10-KSB filed on March 29, 2007. In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CHINA BIOPHARMA, INC.

Date: March 27, 2009	By:	/s/ Peter Wang
	Name: Peter Wang
	Title: Chief Executive Officer, Director
	and Chairman of the Board (Principal Executive Officer)

Date: March 27, 2009	By:	/s/ Chunhui Shu
	Name: Chunhui Shu
	Title: Chief Financial Officer (Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Date: March 27, 2009	By:	/s/ Charles Xue
	Name: Charles Xue
	Title: Director

Date: March 27, 2009	By:	/s/ Ya Li
	Name: Ya Li
	Title: Director

S-1

CHINA BIOPHARMA, INC. 10-K/A