China PharmaHub Corp. - FORM 10-K

Attached files

file	filename
EX-32.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARB - China PharmaHub Corp.	exhibit_32-2.htm
EX-32.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARB - China PharmaHub Corp.	exhibit_31-2.htm
EX-31.1 - CERTIFICATION OF PRESIDENT PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF - China PharmaHub Corp.	exhibit_31-1.htm
EX-32.1 - CERTIFICATION OF PRESIDENT PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF - China PharmaHub Corp.	exhibit_32-1.htm
EXCEL - IDEA: XBRL DOCUMENT - China PharmaHub Corp.	Financial_Report.xls

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

x	Annual Report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2011

o	Transition Report under Section 13 or 15(d) of the Exchange Act for the Transition Period from ________ to ___________

Commission File Number: 333-123611

CHINA PHARMAHUB CORP.

(Exact name of small business issuer as specified in its charter)

Nevada	20-2208821
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2125 Wright Ave, Suite C8

La Verne, CA 91750

Telephone (909) 596-2552

(Address and phone number of principal executive offices)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or 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 whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

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 definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	Smaller reporting company	x

Check whether the issuer is a “shell company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934. Yes o No x

The Registrant has 17,069,547 shares of Common Stock, par value $0.001 per share issued and outstanding as of April 30, 2012.

INDEX TO ANNUAL REPORT

ON FORM 10-K

PART I		Page
Item 1.	Business	3
Item 1A.	Risk Factors	19
Item 2.	Properties	25
Item 3.	Legal Proceedings	25
Item 4.	(Removed and Reserved)	25

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	Select Financial Information	28
Item 7.	Management’s Discussion and Analysis or Plan of Operation	28
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 8.	Financial Statements and Supplementary Data	31
Item 9.	Changes In And Disagreements With Accountants With Respect To Accounting And Financial Disclosure	31
Item 9A.	Controls and Procedures	31
Item 9B.	Other Information	32

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	32
Item 11.	Executive Compensation	35
Item 12.	Securities Ownership of Certain Beneficial Owners and Management	35
Item 13.	Certain Relationships and Related Transactions	35
Item 14.	Principal Accounting Fees And Services	36

PART IV
Item 15.	Exhibits and Financial Statement Schedules	36

	Signatures	38

	Financial Statements	39

Exhibit	Certification of CEO and CFO Pursuant to Securities Exchange Act Rules
31.1 and 31.2	13a-14 and 15d-14, as Adopted Pursuant to Section 302 of the Sarbanes-
	Oxley Act of 2002

Exhibit	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
32.1 and 32.2	Section 906 of the Sarbanes-Oxley Act of 2002.

PART I

ITEM 1. BUSINESS

History and Development (Organization within Last 5 Years)

China PharmaHub Corp., a Nevada Corporation, (“We”, “Us”, “Our” or the “Company”), formerly known as World Wide Relics, Inc., is the surviving corporation of a merger of China PharmaHub, Inc., a Nevada Corporation (“PharmaHub”) with and into World Wide Relics, Inc., a Nevada Corporation (“WWR”).

World Wide Relics, Inc.

WWR was formed as a Nevada corporation on January 18, 2005. WWR was a development stage corporation formed to market a unique line of historical costumes and reenactment clothing lines through its website with the registered domain name of WorldWideRelics.Com. Until the consummation of the Merger, WWR marketed a range of historical uniforms known as “Britain in the 1930’s” and sold these items to the growing market of worldwide enthusiasts and collectors through its internet platform and on eBay Inc. Prior to the Merger, WWR intended to market a new range of products to the American Civil War reenactment market by marketing a range of high quality uniforms for both the Union and Confederate Civil War re-enactor. This range included both uniforms as well as accoutrements such as boots, belts, and back packs produced to what former management believed to be a museum quality standard. The final sales entry point was intended to be the marketing of the Civil War memorabilia to the domestic consumer, while still making available to consumers both British and German uniforms from both the world wars to satisfy the demand from the growing re-enactment groups worldwide.

On January 17, 2007, WWR was acquired by Classic Costume Corporation, Inc. (“CCUC”), a Delaware corporation formed on December 29, 2006, of which WWR became a wholly owned subsidiary. During June 2007, CCUC raised $30,150 in a public offering of shares.

Separation from CCUC

On February 5, 2009, CCUC’s Board of Directors determined to spin-off WWR, its wholly owned subsidiary, to its shareholders of record as of November 1, 2008 (the “Record Date”), ratifying a prior October, 2008 board resolution to the same effect. CCUC decided to pursue a different line of business, specifically the sale and conversion of “stretch vehicles” including Lincoln Town Car, Hummer, Chrysler 300, and similar full size vehicles. CCUC shareholders as of the Record Date received one share of WWR for each two shares held in CCUC on the Record Date. Costs were allocated between CCUC and WWR on the basis of specific identification.

Due to the fact that the remaining assets of CCUC were transferred to WWR in connection with the distribution, the Distribution was reported for accounting purposes as a “reverse spin-off” under generally accepted accounting principles. The spin-off was treated as a reverse spin-off for financial statement purposes because substantially all of CCUC’s assets and operations were held by WWR after the spin-off. Accordingly, the spin-off has been reflected, for financial statement presentation, as if WWR were a new company consisting of its historical operations.

China PharmaHub Corp.

PharmaHub was incorporated on July 9, 2009 under the laws of the state of Nevada. Since its inception, PharmaHub has been engaged in the business of acquiring and/or licensing, developing and commercializing innovative products for the treatment of a variety of human diseases with a focus on offering improved, cost-effective alternatives to current methods of treatment or enable the discovery, research and development of new medicines, as well as other healthcare related products.

Our focus is on pharmaceutical, biotechnology and other healthcare related products including, but not limited to, medicines, medical remedies, therapies, medical equipment, and biometric products (“Pharma-products”) developed in the U.S., which have not yet entered, or have limited representation in, the Asian Pacific Region. Our projects include both ready-to-market products and Pharma-products under development, which Management believes have the potential to benefit from additional research and development in the People’s Republic of China (the “PRC” or “China”), Hong Kong, Macau and Taiwan (collectively, the “Greater China Region”). We also plan to identify novel drug candidates originating in China by licensing the rights to market such products in the rest of the world, excluding China.

ITEM 1. BUSINESS - continued

Since inception, PharmaHub has identified and acquired rights to several Pharma-products and healthcare related products by entering into joint venture and distribution agreements (listed in chronological order below), including those in the field of humanized antibody platform, microspheres treating malignant tumor, biometric fingerprint devices and teeth whitening products.

In the commercialization or further development of products we acquire, our business model is centered on establishing alliances and partnerships that advance our capacity to access research facilities to develop the acquired technology and/or access consumers for the products which we plan to commercialize. In executing this business model, we have entered into agreements with research institutes, pharmaceutical companies and government agencies, such as the PRC National Engineering Research Center for the Development of New Drugs (“NERC”), Sichuan Technical Exchange Center (“STEC”), Chengdu Yongkon, Guangzhou Xiangxue and several other pharmaceutical companies as discussed below in chronological order.

On September 15, 2009, PharmaHub entered into an Exclusive Business Cooperation Agreement (the “Exclusive Cooperation Agreement”) with the PRC National Engineering Research Center for the Development of New Drugs (“NERC”), an establishment under the PRC Ministry of Science, which is supervised by the Institute of Materia Medica and the Chinese Academy of Medical Sciences. Pursuant to the terms of the Exclusive Cooperation Agreement, PharmaHub shall identify drug candidates in the United States and, when Management believes PharmaHub has sufficient resources, Europe, and assist the NERC in obtaining rights to develop and market such candidates in the People’s Republic of China (the “PRC”). The NERC shall (1) identify drug candidates in the PRC for PharmaHub to develop and market outside of the PRC and/or present to pharmaceutical companies located outside of the PRC and (2) assist PharmaHub in conducting the necessary preclinical and clinical studies within the PRC with the State Food and Drug Administration (“SFDA”) of various selected worldwide drugs.

On January 8, 2010, PharmaHub commenced a Private Placement Offering pursuant to Rule 506 of Regulation D, promulgated under the Securities Act of 1933, as amended, seeking to raise a maximum of $1,200,000 at $0.60 per share of common stock pursuant to which PharmaHub sold an aggregate of 1,278,019 shares to 23 investors in exchange for an aggregate $766,812. Additional information with respect to PharmaHub’s Rule 506 Private Placement Offering is discussed below in the section entitled “Recent Sales of Unregistered Securities” commencing on page 25 of this Form 10-K.

On June 15, 2010, PharmaHub entered into a Definitive Agreement with Dr. David Weaver and Dr. Michael Rynkiewicz (the “Definitive Agreement”) pursuant to which PharmaHub shall enter into joint ventures with Drs. Weaver and Rynkiewicz to develop and market certain intellectual property including, but not limited to, patents with respect to technologies created by Drs. Weaver and Rynkiewicz; form joint venture entities with Drs. Weaver and Rynkiewicz of which PharmaHub shall initially own 35% interest of any joint venture entities formed. As to one of these joint ventures, Akanas Therapetics, Inc., Drs. Weaver and Rynkiewicz have assigned their rights with respect to the patents discussed in the section entitled “Intellectual Property” commencing on page 10 of this Form 10-K. We have also reimbursed Drs. Weaver and Rynkiewicz for certain costs incurred as of the date of the Definitive Agreement with respect to developing the technology which is the subject of the patents. These patents utilize and analyze the atomic structure of parental antibodies to rapidly and cost-effectively create human antibodies which retain high affinity and avoid provoking a response by the immune system (the “Antibody Technology”).

On June 15, 2010, PharmaHub incorporated Akanas Therapeutics, Inc, a Nevada corporation (“Akanas Therapeutics”) to develop and market the Antibody Technology. Pursuant to the terms and conditions of the Definitive Agreement, PharmaHub owns a 35% interest in Akanas Therapeutics. Drs. Weaver and Rynkiewicz jointly own the remaining 65% interest of Akanas Therapeutics and have contributed the exclusive rights with respect to the Antibody Technology to Akanas Therapeutics.

On June 30, 2010, PharmaHub incorporated MediTherX, Inc, a Nevada corporation (“MediTherX”) to focus upon the development and commercialization of Epidermal Growth Factor Receptor (“EGFR”) human antibodies which were developed by Drs. Weaver and Rynkiewicz with the Beijing Institute of Biotechnology (“BIB”). Pursuant to the terms and conditions of the Definitive Agreement, PharmaHub owns a 35% interest in MediTherX and Drs. Weaver and Rynkiewicz jointly own the remaining 65% interest of MediTherX.

On July 1, 2010, PharmaHub entered into a Cooperation Agreement to form a strategic partnership with Chengdu Yongkon Pharmacy Co., Ltd. (“Chengdu Yongkon”), pursuant to which PharmaHub shall identify pharmaceutical products and medical devices produced by third parties in regions outside of the PRC and negotiate with such third parties the terms to sell such products and devices in the PRC through Chengdu Yongkon’s established distribution channels, upon terms which shall be mutually agreed upon between PharmaHub and Chengdu Yongkon on a project by project basis. The term of this agreement is two (2) years expiring as of July 1, 2012.

ITEM 1. BUSINESS - continued

On July 1, 2010, PharmaHub entered into a Cooperation Agreement to form a strategic partnership with the Sichuan Provincial government through the Sichuan Technical Exchange Center (“STEC”), a subsidiary of the Sichuan Provincial Science & Technology Department, focusing upon the bio-pharmaceutical and medical device industries to promote technological exchange and transfer between the PRC and the U.S. The parties agreed to hold a technology transfer and matchmaking conference focused on bio-medicine, bio-pharmaceutical and medical devices every six months in Chengu, PRC. Pursuant to the Agreement, PharmaHub agreed to introduce over thirty (30) technical projects in bio-pharmaceutical and medical devices and STEC agreed to organize over sixty (60) companies to participate in matchmaking. PharmaHub and STEC agreed in principle to share equally any intermediary service fees resulting from the projects and to enter into a separate project-specific agreement for each occurrence. The term of this agreement is five (5) years expiring on June 30, 2015.

On August 17, 2010, we entered into an Exclusive Distributor Agreement with MO-SCI Corp., pursuant to which we have obtained the exclusive rights to market and sell in the Greater China Region, Singapore, Malaysia, and Bangladesh, high precision glass spheres intended for the treatment of malignant tumors. The term of this agreement is five (5) years expiring on August 17, 2015.

On August 19, 2010, we incorporated True Value Capital, Inc., a Nevada corporation, as a wholly owned subsidiary.

On October 11, 2010, we entered into a Distribution Agreement with Integrated Biometrics, LLC, effective October 27, 2010, to distribute in the Greater China Region, Integrated Biometrics’ patented Light Emitting Sensor biometric fingerprint scanner on an exclusive basis to certain industries and on a non-exclusive basis to the other industries. The agreement expires on April 11, 2013.

On November 15, 2010, we entered into an Investors Relations Services Agreement with Stern Investor Relations, Inc. (“Stern”), pursuant to which Stern has agreed to render to us investor relations services. We agreed to pay Stern for its services a cash fee of $10,000 per month. We may terminate Stern’s engagement at any time upon sixty (60) days’ prior written notice after May 31, 2011. We have ceased payments as of June 1, 2011.

On November 15, 2010, we entered into an Exclusive Distributor Agreement with Illumibrite LLC (“Illumibrite”), pursuant to which we were appointed to act as the exclusive distributor within the territory that includes PRC, Hong Kong, Taiwan and Macau, for the promotion, sale and delivery of products manufactured or marketed by Illumibrite, which include the Illumibrite Professional Teeth Whitening System and the Gel Savers Trays. We have mutually agreed with Illumbrite to terminate this agreement as of September 21, 2011.

In December 2010, we entered into Cooperation Agreements separately with Guangzhou Baidi Biotechnology Co., Ltd., Chengdu Yunke Pharmaceutical Co., Ltd., and Xiangxue Pharmaceutical Co., Ltd. and a Letter of Intent with Chengdu Gaotong Isotope Co., Ltd. Pursuant to the terms of these cooperation agreements, the first three pharmaceutical companies will evaluate our current product candidates. In addition, we have been appointed by each of these three pharmaceutical companies to be their appointed agent to identify pharmaceutical products and medical devices in the U.S. and negotiate the terms to sell such products and devices within the PRC. We intend to negotiate and enter into project specific agreements for specific product candidates.

On January 5, 2011, we incorporated CPC NuLife, Inc. in the state of Nevada, of which we own 92% interest, to focus on the development and commercialization of irradiated microsphere device treating malignant tumors (“NuLife”). The remaining 8% interest of CPC NuLike, Inc. is owned by our former Business Board members Gus Pappas and Ikbal Chowdhury.

In March 2011, we formed Universal Blood Technology, Inc. in the state of Nevada, of which we own 90% interest to be utilized in connection with the license agreement with University of California, discussed in the next paragraph. The remaining 10% interest of Universal Blood Technology was owned by the Regents of the University of California. This corporation is in the process of being dissolved.

In March 2011, we entered into an exclusive worldwide license agreement with the University of California, to develop, commercialize, and market a universal donor blood product (“the Invention” or the “Product”). The Product was invented by Dr. Ewa Carrier and her associates in the course of research at the University of California, San Diego (“UCSD”). UCSD desired that the Invention be developed and utilized to the fullest possible extent so that its benefits can be enjoyed by the general public. The product is title “Scalable generation of erythrocytes from embryonic stem cells and progenitors thereof.” Pursuant to this agreement, UCSD may publish or otherwise disseminate information concerning the Invention at anytime and the Company is paying consideration for its early access to the Invention. This contract has been terminated by us as of March 15, 2012 due to management’s determination to conserve our funds for other purposes.

ITEM 1. BUSINESS - continued

Our corporate headquarters is located in the greater Los Angeles and we have a satellite office in the greater Boston area. These addresses are as follows:

(1) 2125 Wright Ave, Suite C8, La Verne, CA 91750

(2) 1 Broadway-14th Floor, Cambridge, MA 02142

We currently maintain a web site at http://www.chnpharmahub.com.

Our Business

The Company is a development stage company engaged in the business of acquiring and/or licensing, developing and commercializing innovative biotechnological and other healthcare related products from biopharmaceutical companies based in the United States or China. PharmaHub focuses upon investing in, or licensing, the rights with respect to regions where such companies currently have minimal presence, to develop and commercialize pharmaceutical, biotechnology and related technologies which address important unmet medical needs, offer improved, cost-effective alternatives to current methods of treatment or enable the discovery, research and development of new medicines. We also plan to identify and add value to novel drug candidates originating in China by licensing worldwide rights, excluding China, with respect to such products for commercialization in the rest of the world.

In furtherance of our goals, to date we have entered into agreements with respect to the development and commercialization of the following product lines: humanization of antibody drug candidates, irradiated microspheres, and biometric fingerprint scanners. In addition we have developed our own CenterStage Brand of teeth whitening products which we are presently marketing.

As of April 16, 2012, we still have two full-time employees. We previously had entered into services agreements with 17 individuals and entities, of which 12 were members of our advisory boards. We have determined not to renew the terms of these services agreements at this time due to our lack of funding to pursue many of our intended projects. We intend to engage independent contractors in the future on a per project basis.

While we have not generated any revenues from operations from inception (July 9, 2009) through December 31, 2011, we have recently begun generating revenues from sales of our CenterStage brand of teeth whitening products. We intend to use the revenues from sales of CenterStage and other products to meet our capital requirements for any expenses we may have with existing capital and from existing agreements and relations with parties with which we enter into agreements and joint ventures.

Our Business Strategy

Our goal is to acquire the rights to develop, commercialize, market and sell pharmaceutical, biotechnology and related products which Management believes address important unmet medical needs, offer improved, cost-effective alternatives to current methods of treatment or enable the discovery, research and development of new medicines. Our strategy is to form relationships with, and then act as an intermediary between, Chinese research institutes and pharmaceutical companies in China and other pharmaceutical companies located worldwide with initial emphasis in the United States, and when Management determines we have sufficient resources, in Europe (with a goal of eventually becoming a global pharmaceutical “HUB”).

We presently lack the funds required to pursue many of the relationships which we have entered into to date. Accordingly, we are currently attempting to generate revenues from sales of non-pharmaceutical products such as our CenterStage brand of teeth whitening products in order to eventually fund our larger projects. However there can be no guarantee that we will ever generate the resources necessary either through sales revenues or from other sources to pursue these strategic relationships. Management does not believe that our current inability to devote funds to the strategic initiatives that we have developed in the past will create potential liabilities for us with the strategic partners which we discuss below.

ITEM 1. BUSINESS - continued

We have developed relationships with the following strategic partners:

•

PRC National Engineering Research Center for the Development of New Drugs. The PRC National Engineering Research Center for the Development of New Drugs was founded in 1996 by the National Department of Science and Technology of China to research and develop new medicines. In 2002, it was incorporated as Beijing Collab Pharma Co. Ltd and is currently supervised by the Institute of Materia Medica, Chinese Academy of Medical Sciences, which is also a shareholder of Beijing Collab Pharma Co. Ltd.

•

Sichuan Science and Technology Transfer Center (“STEC”). STEC is a subsidiary of the Sichuan Provincial Science & Technology Department, a governmental agency. The Sichuan Technical Exchange Center is a major professional institution under the Sichuan Provincial Government which is tasked with carrying out international technological exchange and transfer projects in the Sichuan province.

•

Chengdu Yongkon Pharmacy (“Chengdu Yongkon”). Chengdu Yongkon is a pharmaceutical company based in Sichuan, China, with an established 2,600 hospital distribution network in China. Chengdu Yongkon is an established and Good Manufacturing Practices (“GMP”) certified pharmaceutical company which identifies, develops, manufactures, sells and distributes Chinese traditional medicine, biopharmaceuticals and medical equipment with a focus upon antiviral drugs, bio-engineering drugs and anticancer drugs. Chengdu Yongkon manufactures and sells over 90 GMP approved drugs in China. Chengdu Yongkon has a marketing force of over 400 sales personnel in 34 sales offices in over 31 provinces and cities in China including, but not limited to, Beijing, Tianjin, Shanghai and Chongqing.

•

Chengdu Gaotong Isotope Co., Ltd. (“Gaotong”). Gaotong is a pharmaceutical company based in Sichuan, China, established by the Nuclear Power Institute of China in 2002. Gaotong is an established radioisotope and nuclear medicine manufacturer, engaged in R&D, production, marketing, sales transportation and import/export of radiopharmaceuticals. Gaotong was instrumental and first to launch a Gel-type Technetium-99m Generator and several unqiue radiopharmaceuticals in China, such as Iodine-131 by dry distillation, Cobalt-60 Teletherapy Source, Cobalt-60 Industrial Irradiation Source and Cobalt-60 Gamma Knife Therapy Source. Gaotong is capable to produce over 30 species of radiopharmaceuticals and an established distribution network to 600 hospitals that provide radioactive treatments in China.

•

Chengdu Yunke Pharmaceutical Company (“Yunke”). Yunke is a Good Manufacturing Practice (“GMP”) certified pharmaceutical company based in Sichuan, China, specializing in research, production, sales and technical services of radioactive pharmaceutical products. Yunke focuses in organic synthesis, analysis, biological, radiological and other laboratory chemicals. Yunke has successfully developed a diagnostic kit of 9 radioimmunoassay, and in vivo imaging in the diagnostics and treatment of rheumatoid arthritis innovative drugs technetium [99Tc] methylene diphosphonate injection.

•

Guangzhou Baidi Bio-technology Co., Ltd. (“Baidi”). Baidi is a biomedicine company based in Guangzhou, China, and is a subsidiary of Guangzhou Phamraceutical Co., Ltd., a public company listed on Hong Kong and Shangahi Stock Exchange. Baidi is engaged in the research and development, production and distribution of biomedical vaccines, gene-engineering-based medicines and supporting materials used for gene engineering. Baidi operates two GMP standard facilities, capable with gene expression, animal tissue and cell culture, protein purification, gene transfer, fermentation engineering, single antibody clone and a variety of other R&D activities.

•

Xiangxue Pharmaceutical Co. (“Xiangxue”). Xiangxue is a pharmaceutical company based in Guangzhou, China, publicly listed on the Shenzhen Stock Exchange. Xiangxue focuses on the production and development of traditional Chinese medicines, biomedical materials, polymer medical devices and the standardization of medicinal plantation.

We intend to work closely with our strategic partners to further the development or commercialization of products which we develop or acquire in the future. We will continue to seek other pharmaceutical companies, research institutes and government agencies with which to form additional strategic partnerships. The extent of the participation of our existing and future strategic partners with respect to the registration or development of the products which PharmaHub licenses will be negotiated on a project by project basis.

For products which we license the rights to develop, market and sell, we intend to:

•

Obtain regulatory approval for our product / product candidates. We intend to submit the required registration documents to the Food and Drug Administration (“FDA”), European Medicines Agency (“EMA”) in 2011 and State Food and Drug Administration (“SFDA”) of the PRC with respect to the marketing and sale of the irradiated microsphere treatments to patients in 2013. Upon FDA or EMA approval for conducting clinical trials, we intend to initiate clinical trials for treating hepatocellular carcinoma (HCC), commonly known as primary liver cancer.

ITEM 1. BUSINESS - continued

•

Build a sales network targeting hospitals. We plan to initially market the irradiated microsphere, the teeth whitening system and other products through the sales network of our strategic partners including, but not limited to, Chengdu Yongkon. In addition, we plan to seek additional strategic partners with existing sales networks of various hospitals in China.

•

Pursue additional applications and commercial opportunities for current and future product candidates. We will seek to maximize the value of our current and any other product candidates, which we may in-license, acquire or develop. These activities may include pursuing additional applications and commercial opportunities and any other product candidates which we may acquire.

Product Candidates

Humanized Antibody Platform

On June 15, 2010, PharmaHub entered into a Definitive Agreement with Dr. David Weaver and Dr. Michael Rynkiewicz (the “Definitive Agreement”) to license and develop the patent applications initially filed by Drs. Weaver and Rynkiewicz with the United States Patent and Trademark Office including the patent application entitled “Methods for Humanizing Antibodies and Humanized Antibodies Made Thereby” (the “Antibody Patent”). The development and commercialization of drug candidates derived from the technology covered by the Antibody Patent will be conducted entirely through joint ventures set up by PharmaHub, Dr. Weaver and Dr. Rynkiewicz initially consisting of Akanas Therapeutics and MediTherX.

Akanas Therapeutics, Inc, ("Akanas Therapeutics") was incorporated on June 15, 2010 in the State of Nevada with its principal place of business in Cambridge, Massachusetts. PharmaHub owns 35% interest of Akanas Therapeutics, accounted for as an equity method investment. Pursuant to the Definitive Agreement, Drs. Weaver and Rynkiewicz have assigned the Antibody Patent to Akanas Therapeutics, which will eventually license the Antibody Patent to joint venture entities to be formed by PharmaHub.

Akanas Therapeutics is co-managed by the management of PharmaHub and Drs. Weaver and Rynkiewicz. Richard Lui, our President, Chief Executive Officer and Chairman and Monica Ding, our Chief Financial Officer, Secretary and a Director, are two of the five members of the board of directors of Akanas Therapeutics.

Akanas Therapeutics intends to engage in the research and development of new humanized antibody drug candidates either by modifying existing antibody drugs on the market into human antibodies that retain high affinity and avoid immunogenicity or by working on other known drug targets suitable for antibody treatment, with a focus upon oncology and autoimmune disease. PharmaHub also incorporated MediTherX, Inc. (“MediTherX”) with Dr. Weaver and Dr. Rynkiewicz on June 30, 2010 in the State of Nevada. PharmaHub owns 35% of MediTherX. Richard Lui, our President, Chief Executive Officer and Chairman and Monica Ding, our Chief Financial Officer, Secretary and a Director, are two of the four members of the board of directors of MediTherX. MediTherX will focus upon the development and commercialization of its proprietary Epidermal Growth Factor Receptor (“EGFR”) human antibodies which are intended to compete with ImClone Systems Incorporated’s $2.5 billion blockbuster monoclonal antibody ERBITUX®. MediTherX licenses its technologies from Akanas Therapeutics, Inc. Management believes that MediTherX’s proprietary EGFR humanized antibodies have the potential to be superior in clinical trials, with lower immunogenicity and reduced side effects as compared to ERBITUX®.

The initial research and development with respect to MediTherX’s proprietary EGFR humanized antibodies was conducted at the Beijing Institute of Biotechnology (“BIB”), pursuant to a joint development program (the “Joint Development Program”). Under the Joint Development Program, Drs. Weaver and Rynkiewicz contributed knowledge and the humanized antibody technology. BIB conducted preclinical tests for MediTherX’s initial drug candidates. Accordingly, two scientists from BIB are co-inventors of the antibody compositions derived from the Joint Development Program. MediTherX currently has a verbal agreement to share a portion of the right to market and sell this product in China with BIB as consideration for the research and development efforts which BIB has and continues to contribute. MediTherX shall grant up to a 15% interest of its rights to market and sell this product in China to BIB in exchange for its collaboration in preclinical developments. Two scientists involved in the development are also named as co-inventors of the patents the Company filed in China for the antibody compositions which resulted from this development.

ITEM 1. BUSINESS - continued

Management plans to continue working with BIB and also seek additional partners in the PRC to further its research and development and file Investigational New Drug Discovery (“IND”) in China with respect to the products being developed by MediTherX.

We have agreed to advance up to an aggregate $230,000 over the next three years to Akanas, MediTherX and our other subsidiaries which may be incorporated in furtherance of the development of humanized antibodies. In addition to the $230,000 advancement, we will assist Akanas and MediTherX in seeking additional strategic partners, such as pharmaceutical companies and clinical research organizations (CROs) to further the development of humanized antibodies.

The success of Akanas and MediTherX will mainly depend upon whether Management is able to provide the required funding and to locate the right strategic partners to execute our development plan with respect to Akanas and MediTherX.

For the humanized antibodies currently being developed by the Company’s equity method investment, MediTherX, we estimate another 12-18 months of preclinical work, then about three to four years of clinical trials in the PRC. Overall, we estimate about five to six years before any products reach the market. We currently anticipate costs of $2,000,000 with respect to preclinical trials and an additional $10,000,000 to $20,000,000 of costs for the product development, manufacturing, and clinical trials. This will be subject to securing adequate equity or debt financing for such purpose. The first MediTherX milestone is to receive approval to initiate Phase I clinical trials in China. We will then launch negotiations for out-licensing co-development rights and product ownership with pharmaceutical companies. The term “out-licensing” as used in this report refers to the Company granting licensing rights to third parties. We anticipate to begin to generate revenues on this project by out-licensing regional rights of this product. The timing of the out-licensing may occur during the clinical trial period or thereafter. However there can be no assurance that any revenues will ever be generated.

Irradiated Microsphere

On August 17, 2010, we entered into an Exclusive Distribution Agreement with Mo-Sci Corp., to give us the exclusive right to market and sell high precision micron-sized glass spheres, upon which an irradiation processing may emit alpha, beta or gamma radiation, and which are intended for the treatment of malignant tumors (the “Irradiated Microspheres”). Pursuant to such agreement, we shall use our best efforts to advertise and promote the sale and distribution of the Irradiated Microspheres in China, Hong Kong, Taiwan and Macau (“Greater China Region”), Singapore, Malaysia, and Bangladesh (“Exclusive Regions”) as well as other non-exclusive regions. We intend to apply for PMA and CE marks. We may promote and advertise the Irradiated Microsphere outside the Greater China Region and solicit sales from purchasers located outside the exclusive Regions without the prior written consent of Mo-Sci Corp. The term of this agreement is five (5) years expiring on August 17, 2015.

The Irradiated Microspheres are comparable to a "magic bullet" cancer therapy, owned by another company, which has received U.S. Food and Drug Administration approval and which therapy is currently used routinely in more than 43 clinical centers in 27 states, and was recently approved for coverage by two of the largest health insurers in the United States. It is our hope that the product we are developing will be able to compete in this market.

CPC NuLife, Inc, ("NuLife") was incorporated on January 5, 2011 in the State of Nevada with its principal place of business in La Verne, California. We own a 92% interest of NuLife. NuLife intends to focus on the development and commercialization of Irradiated Microspheres.

In connection with the Exclusive Distribution Agreement with Mo-Sci Corp., we intend to execute the following thru NuLife:

Obtain Premarket Approval ("PMA") from the Food and Drug Administration ("FDA") and one of European Notified Bodies on the CE Marking ("CE MARK") for NuLife Spheres, an irradiated microsphere device using microspheres manufactured by Mo-Sci to treat liver cancer.

Upon PMA or CE Mark clearance, NuLife plans to submit registration documents to China’s State Food and Drug Administration (“SFDA”) for marketing and sales of NuLife Spheres;

Upon SFDA clearance, NuLife plans to submit registration documents in Taiwan, Macau, Singapore and Malaysia.

Upon effectiveness of any registration, we plan to market and sell this therapy to hospitals in the approved regions;

NuLife plans to complete its management team with experienced project, sales and distribution managers;

NuLife also plans to supply its partners in China with Microspheres which have not been irradiated.

ITEM 1. BUSINESS - continued

We estimate that it will take 18 to 24 months to complete necessary trials and registration in the U.S. and Europe after we have funds available. We estimate an additional 12 months to complete necessary registration in China following successful clearance from the U.S or Europe. We currently anticipate total costs of approximately $2,000,000 to $3,000,000 with respect to registration of the Irradiated Microspheres and clinical trials and execution of the above listed points. The first milestone with respect to the Irradiated Microspheres is obtaining a PMA or CE Mark, which we estimate to cost $2,000,000 for related pre-clinical and clinical trials. We estimate $1,000,000 for costs related to regulatory approval with SFDA and $2,000,000 for design and related pre-clinical and clinical trials for the next generation of NuLife Spheres and delivery systems. Upon approval of either PMA or CE Mark, we anticipate generating revenue by marketing this product in the respective regions for which it is approved.

Biometric Fingerprint Scanner

On October 11, 2010, we entered into an agreement with Integrated Biometrics, LLC (“IB”), effective October 27, 2010, to distribute IB’s patented Light Emitting Sensor (“LES”) biometric fingerprint scanner on an exclusive basis to certain industries in the PRC. The agreement is presently set to expire on April 11, 2013.

The LES fingerprint scanner generates an image from a faint electric current and is designed to be an improvement upon optical and silicon scanners, because the LES scanner only registers an image when moving electrons in a live finger are detected.

We plan to sell existing IB products to the pharmaceutical, biotechnology, and healthcare, lock manufacturing and safe manufacturing industries.

We anticipate that we will begin to generate revenue within the next six months, because the product does not require regulatory approval from the Chinese government prior to sale to the general public.

We currently intend to sell the biometric fingerprint scanners on a wholesale basis. The first milestone with respect to the Biometric Fingerprint Scanner is to identify and enter into an agreement with a lock manufacturer and/or other distributors, which is estimated to cost $20,000 to $30,000.

Teeth Whitening System

On November 15, 2010, we entered into an agreement with Illumibrite LLC (“Illumibrite”), to distribute Illumibrite’s Professional Teeth Whitening System on an exclusive basis in China, Hong Kong, Taiwan and Macau.

Illumibrite Teeth Whitening System (“Illumibrite System”) utilizes either a pen applicator and mini LED accelerator light or tray and gel syringe method, to help whiten the appearance of teeth, using a carbimide peroxide-based gel.

We have mutually agreed with Illumbrite to terminate the agreement as of September 21, 2011.

We are presently marketing our own brand of teeth whitening products called CenterStage. While we did not receive any revenues in 2011, the product has generated limited revenues in 2012 and we anticipate receiving greater revenues from sales in the future.

ITEM 1. BUSINESS - continued

Intellectual Property

Patents and Licenses

The following table sets forth the status of current patent applications with respect to which we have limited rights through our equity method investment, Akanas Therapeutics, Inc.

Country

Patent

Application

Type

Filing Date

Application No.

Inventor

Expiration Date

USA

Compositions and methods for humanizing antibodies

Invention

Mar. 21, 2006

12,293,926

David Weaver, Michael Rynkiewicz

Mar. 21, 2026

USA

Compositions and methods for humanizing antibodies

Invention

Dec. 18, 2008

WO 2007/0109742

David Weaver, Michael Rynkiewicz

Dec. 18, 2028

Compositions and methods for humanizing antibodies

Invention

Mar. 21, 2007

No.7759047.9

David Weaver, Michael Rynkiewicz

Mar. 21, 2027

JAP

Compositions and methods for humanizing antibodies

Invention

Nov.25, 2008

No. 2009-501723

David Weaver, Michael Rynkiewicz

Nov. 25, 2028

CAN

Compositions and methods for humanizing antibodies

Invention

Mar. 21, 2007

No. 2647380

David Weaver, Michael Rynkiewicz

Mar. 21, 2027

Compositions and methods for humanizing antibodies

Invention

Mar. 21, 2007

No. 2007226856

David Weaver, Michael Rynkiewicz

Mar. 21, 2027

*The following table sets forth patent applications that have not yet been transferred to our equity method investment

PRC	EGFRc2	Invention	Nov. 18, 2009	C92640-200910237804.2	Cao Cheng, Yanwen Jin, David Weaver, Michael Rynkiewicz	Nov. 18, 2029.

PRC	EGFRc3	Invention	Nov. 18, 2009	C92639-200910237802.3	Cao Cheng, Yanwen Jin, David Weaver, Michael Rynkiewicz	Nov. 18, 2029

PRC	EGFRc8	Invention	Nov. 18, 2009	C92641-200910237803.8	Cao Cheng, Yanwen Jin, David Weaver, Michael Rynkiewicz	Nov. 18, 2029

Overview of our Antibody Therapeutics

As discussed above, we are engaged in the business of acquiring, developing, commercializing, marketing and selling innovative products of biopharmaceutical companies based in the United States or China which treat a variety of human diseases. We intend to focus upon investing in, or licensing, the rights with respect to countries where such companies currently have minimal presence, to develop, commercialize, market and sell pharmaceutical, biotechnology and related technologies which address important unmet medical needs, offer improved, cost-effective alternatives to current methods of treatment or enable the discovery, research and development of new medicines. Our initial project involves antibody therapeutics, with respect to which we, entirely through our equity method investment, Akanas Therapeutics, Inc. and MediTherX Inc., are currently developing humanized and human antibodies which we believe will allow us to treat various diseases.

Antibodies are proteins which direct the immune system to a specific molecular target in the human body. We believe that because antibodies are specific to their targets, therapeutic treatments based upon antibodies would not only be effective, but would potentially offer increased safety and reduced side effects over existing treatments for cancer and other diseases.

The Akanas Therapeutics platform exploits protein structures to modify antibodies for improved clinical performance. The technologies build high quality clinical candidates in a focused manner. The Akanas Therapeutics technologies are distinct from standard screening-and animal-based human antibody platforms. The technology output discovers a family of distinct antibodies distinguished by alternative, preferred framework regions.

The Akanas Therapeutics technologies allow for product development in the main areas in which currently marketed antibody drugs are focused on, predominantly, oncology, immune and inflammatory diseases, although the technologies can be further extended to any disease domains where there are development or validation antibodies available. Akanas Therapeutics’ current focus is on late-stage cancer treatments.

ITEM 1. BUSINESS - continued

The Pharmaceutical Industry

The global pharmaceutical industry is a multi-billion dollar industry which develops, produces, and markets drugs licensed for use as medications, with sales reaching $837 billion in 2009. The global pharmaceutical market has been forecasted to grow nearly $300 billion over the next five years, reaching $1.1 trillion in 2014, an equivalent compound annual growth rate (“CAGR”) of 5 – 8 percent over this period, according to IMS Health Incorporated (“IMS Health”), a company specializing in pharmaceutical market intelligence. According to IMS Health, in 2009, the pharmaceutical market grew 7.0 percent to $837 billion, compared with a 4.8 percent growth rate in 2008.

Source: IMS Health Incorporated, IMS Forecasts Global Pharmaceutical Market Growth of 5-8% annually through 2014; Maintains Expectations of 4-6% Growth in 2010, (Apr. 20, 2010) available at

http://www.imshealth.com/portal/site/imshealth/menuitem.a46c6d4df3db4b3d88f611019418c22a/?vgnextoid=4b8c410b6c718210VgnVCM100000ed152ca2RCRD

In recent years, the pharmaceutical market in the PRC has grown at a CAGR of 27% from 2006 to 2009. This represents a 13% faster growth rate than initially expected, according to IMS Health Incorporated. The pharmaceutical market is predicted to grow $40 billion over the next 3 to 4 years. With a population of over 1.3 billion people, and a focus on healthcare improvement with a $125 billion investment by the government, the PRC’s pharmaceutical market is expected to double by 2013.

Source: IMS Health Incorporated, Pharmerging shake-up: New Imperatives in a Redefined World, at 2 (2010) available at http://www.imshealth.com/portal/site/imshealth/menuitem.a46c6d4df3db4b3d88f611019418c22a/?vgnextoid=4b8c410b6c718210VgnVCM100000ed152ca2RCRD

The new drug discovery process begins with the identification of a specific medical need. Chemists, pharmacologists and biologists then screen thousands of drugs or else chemically or genetically engineer new ones in order to generate lead compounds. These lead compounds have some desirable properties, but researchers usually must modify them to increase activity or minimize side effects by a process called lead optimization. Out of this process, hundreds of potential early drug development candidates are created.

After an early drug development candidate is discovered, engineers, biologists, chemists and physicists must spend time to determine a method by which to replicate in a large scale and mass produce the candidate substance. Researchers perform these design and characterization cycles multiple times in order to identify the best drug candidate molecules for further development. The research may fail because it is not possible to manufacture the drug safely or to proper specifications.

Drug development describes the activities undertaken after a compound is identified as a potential drug in order to establish its suitability as a medication. Objectives of drug development include, but are not limited to, determination of appropriate formulation and dosage. Research in these areas generally includes a combination of various studies and then clinical trials.

Global Pharmaceutical Sales from 2001 to 2008

Sales growth in mature markets, such as those of the United States, Western Europe and Japan, have been in decline over the last decade. In the United States, the pharmaceutical market grew 5.1 percent growth in 2009 with sales reaching $300.3 billion, compared with growth of 1.8 percent in 2008, according to a press release issued by IMS Health dated April 1, 2010. On the other hand, countries such as the PRC, Brazil, India, South Korea, Mexico, Turkey and Russia, (the “Pharmerging Markets”) were predicted to be a main driver of industry growth through 2011 and were previously expected to represent 12% of the global pharmaceutical market by 2011. The Pharmerging Markets have since been expanded to include 17 countries, which are anticipated to expand by $90 billion during 2009-13 and contribute 48 percent of annual market growth in 2013. According to IMS Health, the 17 Pharmerging Markets amounted to approximately 16% of the total world market in 2009.

Sources: IMS Health Incorporated, IMS Health Reports U.S. Prescription Sales Grew 5.1 Percent in 2009, to $300.3 Billion, (Apr. 1, 2010) available at http://www.imshealth.com/portal/site/imshealth/menuitem.a46c6d4df3db4b3d88f611019418c22a/?vgnextoid=d690a27e9d5b7210VgnVCM100000ed152ca2RCRD;IMS Health Incorporated, IMS Announces 17 Countries Now Rank as High-Growth ‘Pharmerging’ Markets; Forecast to Contribute Nearly Half of Industry Growth by 2013, (Mar. 16, 2010) available at http://www.imshealth.com/portal/site/imshealth/menuitem.a46c6d4df3db4b3d88f611019418c22a/?vgnextoid=01624605b5367210VgnVCM100000ed152ca2RCRD&vgnextchannel=41a67900b55a5110VgnVCM10000071812ca2RCRD&vgnextfmt=default

ITEM 1. BUSINESS - continued

Market Trend

Management believes that over the past several years, a combination of innovation and consumer demand created a flood of revenue leading to an unprecedented period of prosperity for pharmaceutical companies and their employees. During this period hundreds of new medications were created which significantly improved the health and lives of millions of people around the world. Consumers have shown an insatiable appetite for these new and innovative treatments.

However, Management believes that the pharmaceutical industry is nearing the end of a long business cycle that has seen immense growth in its revenues and profitability. The confluence of a number of forces will drive pharmaceutical companies to make changes to their current business models. Expiring patents on “blockbuster” drugs and a limited pipeline for new treatments are squeezing the industry’s revenues. The costs and risks of pharmaceutical research and development are increasing. At the same time, instead of its historical concentration in the U.S. and European Union, the industry now competes in a global market for developing and selling drugs.

Management believes that in response to these forces, the industry has begun a rigorous evolution of its business model. It is shifting from an industry dominated by fully-integrated pharmaceutical companies (FIPCOs) to one with many more decentralized companies. Cost containment and risk management are assuming much greater importance. Outsourcing, mergers and acquisitions and layoffs have become commonplace. As the industry’s economics change, companies’ relationships with their employees are changing as well. What has long been an extremely generous and paternalistic relationship between employer and employee is now economically unsustainable. It is increasingly becoming a typical arms-length relationship, similar to that of employees and companies in most other industries.

Management believes that over the next few years, these trends will accelerate. There will be fewer big companies and many more small ones. Tens of thousands of jobs at large pharmaceutical companies will be eliminated, but many of them may reappear in other forms either at other companies or as consulting opportunities. Globalization will impact both sides of the income statement: Larger portions of the research and development of new drugs will be conducted overseas, while the marketing of drugs to people in developing countries will change.

GOVERNMENT REGULATION

Regulation by government authorities in the United States, China and other foreign countries is a significant factor in the manufacturing and marketing of the products we intend to license, as well as in ongoing research and development activities and in pre-clinical and clinical trials and testing related to such products. For the products we intend to license to market and sell in China, we are required to obtain drug registration certificates and imported drug licenses and renew them every five years. Any products in clinical development in the United States and China are subject to approval by the FDA, the SFDA and similar regulatory authorities. In addition to obtaining regulatory approval for each product, each manufacturing establishment must be registered with the FDA or European (EMA) regulatory authorities where the product is registered for sale and listed on the Certificate of Pharmaceutical Product (“CPP” or Country of Origin Approval). A CPP is necessary in order to obtain an Imported Drug License from the SFDA for sales in China. Manufacturing establishments are subject to inspections by regulatory authorities at the federal, state and local level and must comply with current Good Manufacturing Practices (“GMP”) as established in various jurisdictions. In complying with GMP standards, manufacturers must continue to expend time, money and effort in the area of production and quality assurance to ensure ongoing full technical compliance. As we currently do not manufacture our products, we will depend upon third parties to meet requisite GMP standards.

China

In China, the pharmaceutical industry is subject to extensive government regulation and supervision. The regulatory framework addresses all aspects of operating in the pharmaceutical industry, including approval, production, licensing and certification requirements and procedures, periodic renewal and reassessment processes, registration of new drugs and environmental protection. In order to sell Irradiated Microspheres in China, our manufacturer must be regulated by and approved by a regulatory body such as the FDA or EMA, and we must obtain an Imported Drug License from the SFDA with respect to the importation of the product. The Imported Drug License must be renewed every five years, and if we change manufacturers, we must register the new manufacturer and obtain a new Imported Drug License listing the new manufacturer. If we are unable to obtain or renew such permits or certificates or any other regulatory approvals required for our operation we would not be permitted to sell Irradiated Microspheres in China.

ITEM 1. BUSINESS - continued

Currently, all of our products which will be sold, or which are under development, in China will be imported into China from other countries. Generally, the SFDA requires that an imported drug must also have country of origin approval with respect to such application.

In China, the SFDA is the authority which monitors and supervises the administration of pharmaceutical products and medical appliances and equipment as well as food, health food and cosmetics. The primary responsibilities of the SFDA include:

•

monitoring and supervising the administration of pharmaceutical products, medical appliances and equipment as well as food, health food and cosmetics in China;

•

formulating administrative rules and policies concerning the supervision and administration of food, health food, cosmetics and the pharmaceutical industry;

•

evaluating, registering and approving of new drugs, generic drugs, imported drugs and traditional Chinese medicine;

•

approving and issuing permits for the manufacture and export/import of pharmaceutical products andmedical appliances and equipment and approving the establishment of enterprises to be engaged in the manufacture and distribution of pharmaceutical products in China; and

•

examining and evaluating the safety of food, health food and cosmetics and handling significant accidents involving these products.

The Ministry of Health (“MOH”) is an authority at the ministerial level under the State Council and is primarily responsible for national public health in China. Following the establishment of the SFDA in 2003, the MOH was placed in charge of the overall administration of the national health in China excluding the pharmaceutical industry. In March 2008, the MOH was reorganized and assumed administrative responsibility for the SFDA. The MOH performs a variety of tasks in relation to the health industry such as establishing social medical institutes, promulgating national regulations, and drafting professional codes of ethics for public medical personnel. The MOH is also responsible for international issues, such as those health issues which are pertinent to foreign companies and governments.

PRC regulations currently prohibit or restrict foreign ownership in certain industries. If we or any of our potential future subsidiaries or affiliated entities are found to be in violation of any existing or future PRC laws or regulations, the relevant PRC regulatory authorities might have the discretion to:

•

revoke the business and operating licenses of possible future PRC subsidiaries or affiliates;

•

confiscate relevant income and impose fines and other penalties;

•

discontinue or restrict possible future PRC subsidiaries’ or affiliates’ operations;

•

require us or possible future PRC subsidiaries or affiliates to restructure the relevant ownership structure or operations;

•

restrict or prohibit remittance of any profits or dividends abroad by our PRC subsidiaries or affiliates; or

•

impose conditions or requirements with which we or possible future PRC subsidiaries or affiliates may not be able to comply.

In addition, the relevant PRC regulatory authorities may impose further penalties. Any of these consequences could have a material and adverse effect upon our operations.

ITEM 1. BUSINESS - continued

Drug Administration Laws and Regulations

The China Drug Administration Law and the Implementing Measures of the China Drug Administration Law provide the legal framework for the establishment of pharmaceutical manufacturing enterprises, pharmaceutical trading enterprises and for the administration of pharmaceutical products including the development and manufacturing of new drugs and medicinal preparations by medical institutions in China. The China Drug Administration Law also regulates the packaging, trademarks and the advertisements of pharmaceutical products in China.

The China Drug Administration Law applies to entities and individuals engaged in the development, production, trade, application, supervision and administration of pharmaceutical products. It regulates and prescribes a framework for the administration of pharmaceutical manufacturers, pharmaceutical trading companies, and medicinal preparations of medical institutions and the development, research, manufacturing, distribution, packaging, pricing and advertisements with respect to pharmaceutical products.

Examination and Approval of New Medicines

Under the current applicable regulations in China, the term “new medicines” generally refers to those medicines which have not yet been marketed in China. In addition, certain marketed medicines may also be treated as new medicines if the type or application method of such medicines has been changed or new therapeutic functions have been added to such medicines. Generally, the approval of new medicines requires the following steps:

•

Upon completion of pre-clinical research with respect to the new medicine, application for registration of the new medicine shall be submitted to the drug regulatory authorities at the provincial level for review. After completion of its review, the drug regulatory authority at the provincial level shall submit its opinion and report to the SFDA for review;

•	if all requirements are complied with, the SFDA will issue a notice of acceptance of application and proceed with its assessment on whether or not to grant approval for conducting clinical research on the new medicine;

•	After obtaining the SFDA’s approval for conducting clinical research, the applicant may proceed with the relevant clinical research (which is generally conducted in three phases for a new medicine under the Medicine Registration Measures) at institutions with appropriate qualifications.

•	Phase 1 refers to the preliminary clinical trial for clinical pharmacology and “body safety.” It is conducted to observe the human body tolerance with respect to the new medicine and pharmacokinetics, so as to provide a basis for determining the prescription plan.

•

Phase 2 refers to the stage of preliminary evaluation of the clinical effectiveness of the new medicine. The purpose of Phase 2 is to preliminarily evaluate the clinical effectiveness and safety of the medicine used on patients with a targeted indication, as well as to provide a basis for determining the Phase 3 clinical trial research plan and the volume under the prescription plan.

•

Phase 3 is a clinical trial stage to verify the clinical effectiveness of the new medicine. The purpose is to test and determine the clinical effectiveness and safety of the medicine when used on patients with targeted the indication, to evaluate the benefits and risks thereof, and, eventually, to provide sufficient basis for review of the medicine registration application.

•

after completion of the relevant clinical research, the applicant submits a clinical research report and supporting documents to the drug regulatory authorities at the provincial level and provides raw materials of the standard products to the China National Institute for the Control of Pharmaceutical and Biological Products;

•	the drug regulatory authorities at the provincial level review the relevant documents, conduct site inspections and sample examinations and thereafter submit their opinion, inspection report and other application materials to the SFDA for review;

•	the China National Institute for the Control of Pharmaceutical and Biological Products will arrange for the examination of the sample new drug supplied by the relevant medicine examination institutes and will then issue an examination result report to the SFDA; and

•	if all of the regulatory requirements are satisfied, the SFDA will grant a new drug certificate and a pharmaceutical approval number (assuming the applicant has a valid pharmaceutical manufacturing permit and the requisite production conditions for the new medicine have been met).

ITEM 1. BUSINESS - continued

Permits and Licenses for Importation, Manufacturing and Registration of Drugs

Production License. To import a product manufactured outside of China, a permit must be obtained and renewed every five years. If the manufacturing process, or the manufacturer changes, a new permit must be obtained. We currently intend to import any products which we develop or acquire rights to market in the future into China via licensed importers. We do not have any plans to manufacture in China at the present time.

To manufacture pharmaceutical products in China, a pharmaceutical manufacturing enterprise must obtain a pharmaceutical manufacturing permit issued by the relevant pharmaceutical administrative authorities at the provincial level where the enterprise is located.

Each pharmaceutical manufacturing permit issued to a pharmaceutical manufacturing enterprise is effective for a period of five years. Any enterprise holding a pharmaceutical manufacturing permit is subject to review by the relevant regulatory authorities on an annual basis.

GMP Certificates.

Any products and clinical candidates in China which we may develop are all expected to be manufactured outside of China and therefore subject to GMP standards in the country in which they are manufactured. Our manufacturers will be subject to site inspections by the regulatory authorities in the jurisdictions in which they are located. The importation of pharmaceutical products into China requires an importation permit, which must be renewed every five years. The issuance and renewal of such permit is dependent, among other things, upon maintaining manufacturing standards that comply with the GMP standards of a widely recognized regulatory authority, such as the FDA or EMEA. If we were to manufacture our products in China, or obtain products from Chinese contract manufacturers, such manufacture would be subject to similar GMP standards established in China and administered by local authorities.

Distribution of Pharmaceutical Products

According to the China Drug Administration Law and its implementing regulations and the Administrative Measures on Oversight of Distribution of Pharmaceutical Products, a manufacturer of pharmaceutical products in China can engage in limited transactions with respect to the pharmaceutical products which the manufacturer has produced itself. Such a manufacturer can only sell its products to:

•

wholesalers and retailers holding pharmaceutical trading permits;

•

Other holders of pharmaceutical manufacturing permits; or

•

medical practitioners holding medical practice permits.

In addition, a pharmaceutical manufacturer in China is prohibited from selling its products to end-users, or individuals or entities other than holders of Pharmaceutical trading permits, the pharmaceutical manufacturing permits or the medical practice permits. The granting of a Pharmaceutical Trading Permit to wholesalers requires the approval at the provincial level. A pharmaceutical distributor (including wholesalers and retailers) must satisfy requirements as to personnel with pharmaceutical expertise, appropriate warehousing and sanitary environment compatible to the distributed pharmaceutical products; quality management and compliance with regulations to ensure the quality of the distributed pharmaceutical products. Operations of pharmaceutical distributors must be conducted in accordance with the Pharmaceutical Operation Quality Management Rules and require a certificate from the SFDA. Pharmaceutical distributors must comply with record keeping requirements with respect to the products sold. Pharmaceutical distributors can only distribute pharmaceutical products obtained from those with a pharmaceutical manufacturing permit or importation license and a Pharmaceutical Trading Permit.

United States and Other Countries not in the Greater China Area

We are presently marketing our own brand of teeth whitening products under the name CenterStage. While we received no revenues in 2011 we have begun receiving limited revenues in 2012 and anticipate receiving greater revenues from sales in the future. We are currently evaluating whether we will continue our efforts to develop our biometric product for markets in the United States and other countries. In the future, our Irradiated Microspheres and humanized antibody drug candidates will also be developed and marketed domestically. In the United States, the steps required before a new drug may be distributed commercially generally include:

ITEM 1. BUSINESS - continued

•

conducting appropriate pre-clinical laboratory evaluations, including animal studies, in compliance with the FDA’s Good Laboratory Practice (“GLP”) requirements, to assess the potential safety and efficacy of the product, and to characterize and document the product’s chemistry, manufacturing controls, formulation and stability;

•

submitting the results of these evaluations and tests to the FDA, along with manufacturing information, analytical data, and protocols for clinical studies, in an Investigational New Drug Application (“IND”), and receiving approval from the FDA that the clinical studies proposed under the IND are allowed to proceed;

•	obtaining approval of Institutional Review Boards (“IRBs”) to administer the product to humans in clinical studies;

•

conducting adequate and well-controlled human clinical trials in compliance with the FDA’s Good Clinical Practice (“GCP”) requirements that establish the safety and efficacy of the product candidate for the intended use, typically in the same Phase 1, Phase 2 and Phase 3 steps described above for China;

•	development of manufacturing processes which conform to FDA current Good Manufacturing Practices, or cGMPs, as confirmed by FDA inspection;

•	submitting to the FDA the results of pre-clinical studies, clinical studies, and adequate data on chemistry, manufacturing and control information to ensure reproducible product quality batch after batch, in a New Drug Application (“NDA”) or Biologics License Application (“BLA”);

•	obtaining FDA approval of the NDA, including inspection and approval of the product manufacturing facility as compliant with GMP requirements, prior to any commercial sale or shipment of the pharmaceutical agent.

When used in connection with trials and filings in other countries, terms such as “phase 1,” “phase 2,” “phase 3,” “phase 4,” “new drug application” and “marketing application” refer to what we believe are comparable trials and filings in these other countries.

The process in the United States of obtaining regulatory approval is lengthy, uncertain, and requires the expenditure of substantial resources. Each NDA must be accompanied by a user fee, pursuant to the requirements of the Prescription Drug User Fee Act, or PDUFA, and its amendments.

After FDA approval has been obtained, the FDA requires post-marketing reporting to monitor any side effects of the drug. This may include phase 4 studies in which the drug is studied in an expanded patient population in a post-approval setting for continued monitoring of safety and sometimes continued efficacy. Further studies may be required to provide additional data on the product’s risks, benefits, and optimal use, and will be required to gain approval for the use of the product as a treatment for clinical indications other than those for which the product was initially tested. Results of post-marketing programs may limit or expand the further marketing of the product. Further, if there are any modifications to the drug, including changes in indication, labeling, or a change in the manufacturing process or manufacturing facility, an NDA or BLA supplement may be required to be submitted to the FDA. We intend to market products in countries not discussed above and each country has regulations for the regulation of approval, marketing and sale of pharmaceutical products. We must comply with the regulations of each country in which we seek approval of and intend to market and sell any product.

Our Strategies

While our intended focus continues to be the identification, acquiring, development and commercialization of pharmaceutical, biotechnological and healthcare products and technologies, we are presently attempting to generate revenues sufficient to fund these activities through sale of products such as our CenterStage brand of teeth whitening products. Although we are not currently engaged in any discussions with potential merger and/or acquisition candidates, we may consider merging with or acquiring appropriate candidates which we believe would enable us to further our business objectives if we were to identify such candidates. We intend to capture a share of the pharmaceutical, biotechnological and healthcare markets by completing the following actions (the “PharmaHub Strategy”):

ITEM 1. BUSINESS - continued

Licensing From the PRC to the World

We intend to identify and target drugs currently being developed in the People’s Republic of China which have already advanced to late stage clinical trials or been approved by the State Food and Drug Administration of the People’s Republic of China (the “China SFDA”) regulated testing programs. These targets would be either preclinical or clinical stage drugs. As of the date of this filing, we have not identified any drug candidates beyond those which are disclosed in this filing. After identifying such target drugs, we intend to enter into licensing agreements or joint venture agreements with the Chinese developers of such drugs with respect to the rights to develop and/or distribute such drugs in the rest of the world, specifically the United States. If additional tests are required in the PRC, we intend to utilize the employees and facilities of our existing and future strategic partners including, but not limited to, the PRC National Engineering Research Center for the Development of New Drugs or qualified clinical research organizations to conduct any further testing which may be required in the PRC. We currently intend to raise the necessary funds to pay for tests via additional private placements of our securities and to structure the terms of any joint venture agreements to minimize the amount of any initial funding which we would be responsible for. Our Management believes that the target drugs have been evaluated in the PRC and that our potential licensing partners in United States and eventually, Western Europe should benefit from streamlined development, lower costs and reduced risks.

Licensing from Global Pharmaceuticals to the PRC

We intend to attempt to identify potential target drugs from pharmaceutical and biotech companies located worldwide with initial emphasis in the United States, and when Management determines we have sufficient resources, in Europe, based upon preclinical and clinical tests which our Scientific Advisory Board members deem favorable for us to participate in the next stage of studies. These targets would be either preclinical or clinical stage drugs. Our plan is to license the exclusive Asian rights from our future global partners and conduct preclinical & clinical studies in the PRC, utilizing the employees and facilities of our existing strategic partners, including, but not limited to, the PRC National Engineering Research Center for the Development of New Drugs to obtain any required regulatory approvals and to conduct any required testing in order to market such target drugs in the PRC, once such drugs have been identified. Our current intention is to raise any additional funds which we may require to enter into such licensing agreements via private placements of our securities, until such time as we are able to generate revenues through the sales of any of the products which we are currently developing, which we currently believe shall not commence until 2015, at the earliest. Our Management believes that performing preclinical and clinical trials in the PRC will help to advance these drugs, because our Management believes that the delay of products launching in Mature Markets is often due to insufficient patient recruitment in the U.S. and Europe, which Management believes would not be the case within the PRC. In furtherance of this strategy, we have entered into the Definitive Agreement with Messrs. David Weaver and Michael Rynkiewicz as described above.

Opportunity with respect to Small Biotech Companies

Management also believes that small biotech companies are facing a shortage of funding sources, as venture capital firms, private investors and large pharmaceutical companies, the traditional funding sources of small biotech companies are becoming discouraged by higher risks, increasingly long development cycles and a lack of initial public offerings in the current economic downturn.

Management believes that because in most cases, small biotech companies lack the necessary financial resources to obtain the lab data required to reach new funding milestones, if we can raise enough funds, Management intends to enter into joint venture agreements these small biotech companies to invest our capital and resources, allowing them to perform additional preclinical and clinical studies and thereby bridging the gap prior to what we hope will be additional capital injections occurring based upon successful results.

Opportunity with respect to Large Pharmaceutical Companies

Management also believes that large pharmaceutical companies are struggling to maintain their pipelines and portfolios with products developed in-house. Our Management further believes that the larger companies are increasingly turning to licensing to subsidize the lack of in-house development. Our Management believes that licensing is at its peak with the major pharmaceutical companies deriving a significant portion of their revenues from products which were initially developed by smaller companies. The constant demand for late-stage product candidates has led to sky-rocketing deal costs. Therefore, Management believes that companies are now looking to enter into licensing agreements with respect to earlier-stage drugs. In view of our connections within the PRC, Management believes that we are well positioned to deliver licensing solutions with early to late stage clinical drugs to the large pharmaceutical companies, including, but not limited to, through the small biotech companies with which we intend to form business relationships with.

ITEM 1. BUSINESS - continued

Competition

The pharmaceutical industry is highly competitive. According to IMS Health, in 2009, the 20 largest pharmaceutical companies sold in excess of $400 billion of pharmaceutical products. The smallest of the 20 largest pharmaceutical companies, Novo Nordisk, sold $8.2 billion of pharmaceutical products in 2009.

Source: Thomson Reuters,FACTBOX-The 20 largest pharmaceutical companies, (Mar. 26, 2010) available at http://www.reuters.com/article/idUSN2612865020100326

Although we are still currently developing our first products and believe that we are the only pharmaceutical company implementing our business model, as described above in the section of this Form 10-K entitled “Our Strategies,” it is evident from the size of the largest pharmaceutical companies that even upon the development of products which have been approved by the applicable regulatory authorities, commercialization of such products and our entry into the global pharmaceutical market will be a process which will expose us to significant competition.

We face competition from venture capital firms and other technology commercialization firms. However, we believe that we are currently the only company utilizing a global pharmaceutical “HUB” model based upon established partnerships with research institutes and government agencies, such as the PRC National Engineering Research Center for Development of New Drugs and the Sichuan Technical Exchange Center. In the course of implementing our business strategy, we have the flexibility to work with venture capital firms as well as technology commercialization firms by acting as an intermediary.

During the implementation of specific agendas pursuant to our business plan, we may compete with companies focused upon a particular sector. For example, with respect to our licensing and commercialization of worldwide rights, excluding PRC, of preclinical and clinical drugs developed in China, we might compete with HUYA Bioscience International, a private company established in 2004 with offices in San Diego and China, which focuses upon the co-development of novel biopharmaceutical products originating in China and which, according to its website, currently employs over 80 people in seven offices throughout California and the PRC.

In the sale and distribution of medical equipment, we may eventually compete with other independent distributors in China which market similar products. In particular, Chindex International Inc (NASDAQ GS: CHDX), markets, distributes, and sells medical capital equipment, instrumentation, and other medical products for use in hospitals in China and Hong Kong. Prior to it becoming part of a joint venture, the Medical Products Division of Chindex reported sales revenues of $85,413,000 with respect to its fiscal year ended March 31, 2010. Accordingly, we believe that Chindex has far greater financial and other resources available to it and possesses extensive manufacturing, distribution and marketing capabilities than we currently do. We may also face significant competition from established manufacturers of medical equipment such as General Electric, Philips and Toshiba, which manufacturers maintain their own direct sales force in China and also sell through distributors and may have greater resources, financial and otherwise, than we do.

ITEM 1A. RISK FACTORS

RISK FACTORS RELATED TO OUR BUSINESS

Our business and operations involve numerous risks, some of which are beyond our control that may affect future results and the market price of our common shares. In any such case, the market price of our common shares could decline, and investors may lose all or part of their investment. The following discussion highlights all material risks known to us.

ITEM 1A. RISK FACTORS - continued

We have a limited operating history with respect to our new focus upon the pharmaceutical market upon which to evaluate our performance.

Although we were formed in 2005, as a result of the Merger, we are re-focusing our company with respectto the pharmaceutical industry to align ourselves with PharmaHub’s objectives. Since PharmaHub was organized in July, 2009, we have a limited operating history with respect to our focus upon the pharmaceutical industry. In view of our limited operating history with respect to our new focus, our ability to operate successfully is materially uncertain and our operations are subject to all risks inherent in a developing business enterprise. We have a limited operating history with respect to the pharmaceutical industry upon which you may evaluate our operations and prospects. Our limited operating history with respect to the pharmaceutical industry makes it difficult to evaluate our likelihood of commercial viability and market acceptance of the products with respect to which we intend to identify, evaluate and eventually obtain licensing rights. Potential investors should be aware of the difficulties generally encountered by a start-up company and pharmaceutical development company, including, but not limited to, establishment of company infrastructure, development of effective and safe products, marketing of products which we develop and/or license, competition and unanticipated costs and expenses.

In view of the fact that our new focus is based upon a new venture, there is no record upon which to base an assumption that our plans will either materialize or prove successful. There can be no assurance with respect to our future performance. If our business and development plans prove to be unsuccessful or if our future products are unsuccessful, our investors will lose all or substantially all of their investment.

We may be unable to obtain sufficient capital to implement and sustain our business or pursue our growth strategy.

We will require additional financing to meet our capital requirements for the development of our products, marketing, administrative expenses and other costs. We have no present arrangements to obtain additional financing and we will be dependent upon sources such as: future earnings, the availability of funds from private sources including, but not limited to, loans and additional private placements of our securities, and the availability of funds through public offerings. In view of our limited operating history with respect to the pharmaceutical industry, our ability to obtain additional funds is limited. Additional financing may only be available, if at all, upon terms which may not be commercially advantageous.

Lack of a proven business model

To date, we have not generated any sales with respect to the pharmaceutical industry. There can be no assurance that the implementation of our business plan, as developed by our Management, will result in sales or that if it does result in sales, that such sales will necessarily translate into profitability. Failure to properly develop the Company’s plan of expansion will prevent the Company from generating meaningful product sales or profits.

We are dependent upon the licensing and development of pharmaceutical and healthcare products and technologies, and there can be no assurance that pharmaceutical and healthcare products and technologies which we either fund development of or obtain licensing rights for will ever achieve or maintain widespread market acceptance.

Our success will be highly dependent upon the success of our products, and will be highly dependent upon the needs and preferences of healthcare practitioners and patients and market acceptance, and we may not achieve or maintain widespread market acceptance of our products among healthcare practitioners and patients. Our Management believes that market acceptance of our products will depend upon many factors, including:

the perceived advantages of our products over competing products and the availability and success of competing products;

the effectiveness of our sales and marketing efforts;

the safety and efficacy of our products and the prevalence and severity of adverse side effects, if any;

our product pricing and cost effectiveness;

publicity concerning our products or competing products;

whether or not patients routinely use our products, refill prescriptions and purchase additional products; and

our ability to respond to changes in healthcare practitioner and patient preferences.

If our products fail to achieve or maintain market acceptance, or if new products are introduced by others that are more favorably received than our products, are more cost effective or otherwise render our products obsolete, we may experience a decline in the demand for our products. If we are unable to market and sell our products successfully, our business, financial condition, results of operation and future growth would be adversely affected.

ITEM 1A. RISK FACTORS - continued

There can be no assurance that our research and development projects will be successfully developed.

Management believes that the pharmaceutical products and technologies which we intend to develop with our Chinese Partners and the licensing which Management believes will follow will offer attractive and profitable alternatives compared to those offered by our competitors. However, there can be no assurance with respect to the successful development, or future performance, of these pharmaceutical products and technologies. The results of our attempts to develop our pharmaceutical products and technologies are at this time unknown and uncertain. If we successfully develop our pharmaceutical products and technologies, there can be no assurance that we will be able to enhance those pharmaceutical products and technologies in the future, or develop other pharmaceutical products and technologies.

The successful development of pharmaceutical products can be affected by many factors. Products which appear to be promising at their early phases of research and development may fail to be commercialized for various reasons, including the failure to obtain the necessary regulatory approvals. In addition, the research and development cycle for new products for which we may obtain an approval certificate from the China SFDA (the “Approval Certificate”) is long. The process of conducting basic research and various stages of tests and trials of a new product before obtaining an Approval Certificate and commercializing the product may require ten years or longer. Any Product Candidates in the early stages of pre-clinical study and clinical trial require significant additional clinical trials before we would be able to seek the regulatory approvals necessary to commence commercial production and sales of such products. There can be no assurance that any future research and development projects will be successful or completed within the anticipated time frame or budget or that we will receive the necessary approvals from applicable authorities for the production of these newly developed products, or that these newly developed products will achieve commercial success. Even if such products can be successfully commercialized, they may not achieve the level of market acceptance which we expect.

In addition, the pharmaceutical industry is characterized by rapid changes in technology, constant enhancement of industrial know-how and frequent emergence of new products. Future technological improvements and continual product developments in the pharmaceutical market may render our existing products obsolete or affect their viability and competitiveness. Therefore, our future success will largely depend upon our research and development capability, including our ability to improve the products which we intend to develop and develop new and competitively priced products which can meet the requirements of the changing market. If we fail to respond to these frequent technological advances by improving our products, once they are developed, or developing new products in a timely manner or these products do not achieve a desirable level of market acceptance, our business and profitability will be materially and adversely affected.

We are conducting research and developing the products which are currently intended to be our initial pharmaceutical products through third parties we have or intend to enter into agreements with, which includes Akanas Therapeutics Inc., and MediTherX, Inc., each of which is 35% owned by us, and CPC NULIFE INC., which is 92% owned by us.

As discussed elsewhere in these Risk Factors, we have a limited operating history upon which to base our performance. Although we have intellectual property rights with respect to the patent application entitled “Methods for Humanizing Antibodies and Humanized Antibodies Made Thereby,” we currently have no pharmaceutical products to market and sell in order to generate revenues. However, we are currently marketing our CenterStage Brand of teeth whitening products and have realized limited revenues from it in 2012. In addition we have the rights to market and sell another non-pharmaceutical product, the Integrated Biometrics’ fingerprint biometric identity solutions although management cannot currently predict when that product might start generating revenues. Management anticipates that our majority owned subsidiary CPC NuLife, and Akanas Therapeutics Inc., and MediTherX, Inc., two equity method investments, in time, will likely develop products based upon the patent application which can be successfully marketed and sold. However, even if Akanas Therapeutics Inc., and MediTherX, Inc., are able to successfully develop products based upon the patent application, we would only be entitled to 35% of any profits made by either Akanas Therapeutics, Inc., and MediTherX, Inc.

We are subject to government regulation with respect to safety and effectiveness.

The drugs which we are currently developing through our strategic partners and our minority-owned subsidiaries are new treatments which our Management believes can be used effectively and safely to treat different diseases. This requires the drugs to be designed to meet the governmental requirements of the China SFDA, the U.S. FDA, the EMA and/or the regulatory requirements of any other market in which we intend to sell our drugs. Failure to comply with the requirements of a regulatory agency will result in our inability to market or sell our drugs in that region.

ITEM 1A. RISK FACTORS - continued

Our success could be hindered by the limited protection afforded by the intellectual property and proprietary rights which we intend to acquire with respect to products which we develop. There are potential costs for enforcement or defense of these rights.

Any inability to adequately protect our products could harm our ability to compete. Our future success and ability to compete depends in part upon our products and our patents (which we intend to acquire as we develop our products) and we will attempt to protect our products with a combination of patent, copyright, trademark and trade secret laws, as well as with confidentiality procedures and contractual provisions. These legal protections afford only limited protection and may be time-consuming to obtain and maintain. Further, in spite of our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property.

Our intellectual property may not be adequate to provide us with competitive advantage or to prevent competitors from entering the markets for our services. In addition, our competitors could independently develop non-infringing pharmaceutical products and technologies or services which are competitive with, equivalent to, and/or superior to our pharmaceutical products, technologies or services. Monitoring infringement and/or misappropriation of intellectual property can be difficult, and there can be no assurance that we would detect any infringement or misappropriation of our proprietary rights. Further, we intend to produce and/or distribute our products internationally, and the laws of some foreign countries do not protect our proprietary rights to the same extent, as do the laws of the United States.

Litigation to protect intellectual property rights or defend against third-party allegations of infringement may be costly.

Even if we do detect infringement or misappropriation of our proprietary rights, litigation to enforce these rights could cause us to divert financial and other resources from our business operations, and even if we had a legitimate claim there can be no assurance that we would have the financial resources to enforce our rights effectively.

We cannot be certain that our products or activities do not, or will not, infringe upon the intellectual property rights held by third parties, or that other parties will not assert infringement claims against us. From time to time, we may be involved in disputes with these third parties. Any claim of infringement of proprietary rights of others, even if ultimately decided in our favor, could result in substantial costs and diversion of our resources. Successful claims against us may result in an injunction or substantial monetary liability, which could, in either case, significantly impact our results of operations or materially disrupt the conduct of our business. Even if we had a legitimate claim, there can be no assurance that we would have the financial resources to enforce our rights effectively. If we are enjoined from using a Product, we will need to obtain a license to use the Product, but licenses may not be available to us at a reasonable cost, or at all.

From time to time, other companies and individuals may assert exclusive patent, copyright, trademark and other intellectual property rights to products which are important to our business. We will evaluate each such claim and, if appropriate, seek a license to use the protected technology. There can be no assurance that we will be able to obtain licenses to intellectual property of third parties on commercially reasonable terms, if at all. In addition, we could be at a disadvantage if our competitors obtain licenses for protected products with more favorable terms than we do. If it is determined that we have infringed upon the intellectual property rights of another party, we may be required to do one or more of the following:

	●	pay monetary damages to settle the results of such adverse determination, which could adversely affect our business, financial condition and results of operations;
	●	cease selling, incorporating or using any of our products which incorporate the challenged intellectual property, which would adversely affect our revenue or costs, or both;
	●	obtain a license from the holder of the infringed intellectual property right, which might be costly or might not be available upon reasonable terms, or at all; or
	●	redesign our products to make them non-infringing, which would be costly and time-consuming and may require additional clinical trials, or may not be possible at all.

Although we currently know of no actual or threatened claim of infringement which would be material to us, there can be no assurance that such a claim will not be asserted. If such a claim is asserted, there can be no assurance that the resolution of the claim would permit us to continue producing the product in question upon commercially reasonable terms. In addition, there is a risk that some of our confidential information could be compromised by disclosure during intellectual property litigation. Any of the foregoing could have a material adverse effect upon the results of our operations and our financial position.

ITEM 1A. RISK FACTORS - continued

We may be subject to additional risks associated with doing business in foreign countries.

If we are successful in expanding our business into countries other than the United States and the PRC, in addition to the language barriers, different presentations of financial information, different business practices, and other cultural differences and barriers which may make it difficult to evaluate business decisions or transactions, ongoing business risks may result from conducting business in foreign countries, including, without being limited to, the international political situation, uncertain legal systems and applications of law, prejudice against foreigners, corrupt practices, uncertain economic policies and potential political and economic instability, which may be exacerbated in various foreign countries. There can be no assurance that we would be able to enforce business contracts or protect our intellectual property rights in foreign countries.

In doing business in foreign countries we may also be subject to risks, including, but not limited to, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, expropriation, corporate and personal liability for violations of local laws, possible difficulties in collecting accounts receivable, increased costs of doing business in countries with limited infrastructure, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. We also may face competition from local companies which have longer operating histories, greater name recognition, and broader customer relationships and industry alliances in their local markets, and it may be difficult to operate profitably in some markets as a result of such competition. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

When doing business in foreign countries, we may be subject to uncertainties with respect to those countries’ legal systems and application of laws, which may impact our ability to enforce our agreements and may expose us to lawsuits.

Legal systems in many foreign countries are new, unclear, and continually evolving. There can be no certainty as to the application of laws and regulations in particular instances. Many foreign countries do not have a comprehensive system of laws, and the existing regional and local laws are often in conflict and subject to inconsistent interpretation, implementation and enforcement. New laws and changes to existing laws may occur quickly and sometimes unpredictably. These factors may limit our ability to enforce agreements with our current and future customers, vendors and licensees. Furthermore, it may expose us to lawsuits by our customers and vendors in which we may not be adequately able to protect ourselves.

When doing business in certain foreign countries, we may be unable to fully comply with local and regional laws which may expose us to financial risk.

When doing business in certain foreign countries, we may be required to comply with informal laws and trade practices imposed by local and regional government administrators. Local taxes and other charges may be levied depending upon the local needs for tax revenues, and may not be predictable or evenly applied. These local and regional taxes/charges and governmentally imposed business practices may affect our cost of doing business and may require us to constantly modify our business methods to both comply with these local rules and to lessen the financial impact and operational interference of such policies. In addition, it is often extremely burdensome for businesses operating in foreign countries to comply with some of the local and regional laws and regulations. Our failure to maintain compliance with the local laws may result in hefty fines and fees which may have a substantial impact upon our cash flow, cause a substantial decrease in our revenues, and may affect our ability to continue operations.

Various administrative agencies in foreign countries have informal rule enforcement with which we may not be able to comply.

Although we expect to be able to operate within changing administratively imposed business practices and otherwise to comply with the informal enforcement rules of the various administrative agencies in the countries where we will operate, there can be no assurance that we will be able to do so. If local or regional governments or administrators in foreign countries impose new practices or levies which we cannot effectively respond to, or if administrators suddenly commence enforcing those rules that they have not previously enforced, our operations and financial condition could be materially and adversely impacted. Our ability to appeal many of the local and regionally imposed laws and regulations may be limited, and we may not be able to seek adequate redress for laws which materially damage our business and affect our ability to continue operation.

ITEM 1A. RISK FACTORS - continued

The PRC's legal system and application of laws are uncertain which may impact our ability to enforce our agreements and may expose us to lawsuits.

We currently intend to conduct a significant portion of our business in the PRC, which utilizes a civil law system based upon written statutes. Unlike common law systems, it is a system in which precedents set in earlier legal cases are not generally used. The overall effect of legislation enacted over the past 20 years has been to enhance the protections afforded to foreign invested enterprises in the PRC (which does not presently apply to us) and foreign entities doing business in the PRC. However, these laws, regulations and legal requirements are relatively recent and are evolving rapidly and their interpretation and enforcement involves uncertainties. These uncertainties could limit the legal protections available to foreign investors, such as the right of foreign invested enterprises to hold licenses and permits, such as requisite business licenses.

Many foreign judiciaries are relatively inexperienced in enforcing the laws which exist, which may expose us to costly litigation and uncertain outcomes.

If we are involved in litigation in a foreign country, we may not be able to properly evaluate the possible outcome. This may expose us to costly litigation. Furthermore, we may be exposed to potential inequitable judicial results. Either of those scenarios may have a material adverse effect upon our business or financial condition.

Currency fluctuations, while not presently ascertainable, may adversely affect our earnings.

Fluctuations in exchange rates, primarily those involving the U.S. dollar or Chinese Renminbi, may affect our costs and operating margins, which in turn could affect our revenues. In addition, these fluctuations could result in exchange losses and increased costs.

Risks Related to Our Management

Our directors and officers will have substantial influence over our operations and control substantially all business matters.

Currently our two officers are also our directors, and our officers are the only persons responsible for conducting our day-to-day operations. We will not benefit from the multiple judgments that a greater number of directors or officers may provide, and we rely completely upon the judgment of such people in making business decisions, without the assistance of any outside directors on matters which require the judgment of the Board of Directors.

Our success is dependent upon the continued services of Management and we currently have no key man insurance upon any key personnel.

Our success is dependent upon the continued efforts of Richard Lui, one of our Founders and currently our President, Chief Executive Officer and Chairman and Monica Ding, one of our Founders and currently our Chief Financial Officer, Secretary and a Director. The loss of Mr. Lui or Ms. Ding would have a material adverse effect upon our operations. We anticipate that we will need to hire additional skilled personnel in all areas of our business in order to grow and rely substantially upon part time consultants and the employees of companies with which we have developed relationships. There can be no assurance that we will be able to retain our existing personnel or attract additional qualified employees in the future, the failure of which would have a material adverse effect upon our business, financial condition and results of operations.

We do not currently maintain "key man" life insurance on the life of any of our employees. To the extent that the services of key personnel become unavailable, we will be required to retain other qualified persons and there can be no assurance that we will be able to employ qualified persons upon acceptable terms.

There may be conflicts of interest between our Management and other shareholders.

Conflicts of interest create the risk that Management may have an incentive to act adversely to the interests of other shareholders. In view of the fact that Management, together with their immediate family members, owns an aggregate of 67.54% of our issued and outstanding shares, if a conflict of interest arises between our Management's personal pecuniary interests and their fiduciary duty to our shareholders, Management would be in a position to take advantage of such an opportunity. Accordingly, although we are unaware of any potential conflicts of interest at this time, our Management's pecuniary interest may at some point compromise their fiduciary duty to our shareholders.

ITEM 1A. RISK FACTORS - continued

RISK FACTORS RELATED TO OUR SHARES OF COMMON STOCK

We may be subject to the Securities and Exchange Commission's "penny stock" rules if our Common Stock sells below $5.00 per share.

If the trading price of our Common Stock sells below $5.00 per share, trading in our securities may be subject to the requirements of the Securities and Exchange Commission's rules with respect to securities trading below $5.00, which are referred to as "penny stocks". These rules require the delivery prior to any transaction of a disclosure schedule explaining the penny stock market and all associated risks and impose various sales practice requirements on broker-dealers who sell "penny stocks" to persons other than established customers and accredited investors, which are generally defined as institutions or an investor individually or with their spouse, who has a net worth exceeding $1,000,000, excluding their primary residence,or annual income, individually exceeding $200,000 or, with their spouse, exceeding $300,000. For these types of transactions the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to the sale. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our Common Stock, which could severely limit its market price and liquidity.

Our Directors have the right to authorize the issuance of Preferred Stock.

Our directors, without further action by our shareholders, have the authority to issue shares of Preferred Stock from time to time in one or more series, and to fix the number of shares, the relative rights, conversion rights, voting rights, terms of redemption, liquidation preferences and any other preferences, special rights and qualifications of any such series. Any issuance of Preferred Stock could adversely affect the rights of holders of Common Stock and the value of such Common Stock.

ITEM 2. DESCRIPTION OF PROPERTY

The Company leases its executive offices, consisting of approximately 800 square feet of office space, including storage or the inventory, at 2125 Wright Ave, La Verne, CA 91750. The leases also includes two telephone lines, internet and utilities as well as use of a receptionist, office assistants and customer services personnel as needed. We pay a monthly rental of $1,500. In addition, we currently lease the use of an office at One Broadway, 14th Floor, Cambridge, Massachusetts. As of May 1, 2012, the space is being rented on a month to month lease at a rent of $273 a month, where office space and conference rooms are available in on a limited basis in order to accommodate client meetings.

ITEM 3. LEGAL PROCEEDINGS

None

ITEM 4. (REMOVED AND RESERVED)

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company's common stock is traded on the OTCBB under the symbol "CPHB.OB" As trading in the Company's common stock is limited and quotations are sporadic. On January 9, 2012, which was the last date upon which our common stock traded, the closing price for the Company's common stock was $2.25 per share and on January 25, 2011, which was the last date prior to that upon which our common stock traded, the closing price for the Company’s common stock was $4.97 per share. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES - continued

Recent Sales of Unregistered Securities.

The following sets forth information relating to all previous sales of our common stock, which sales were not registered pursuant to the Securities Act.

Mr. Richard Lui, Ms. Amy Wang, Ms. Monica Ding and Mr. Rui Lin Ding were issued 3,500,000, 2,500,000, 3,000,000 and 3,000,000 shares, respectively, of restricted common stock as founders shares as of August 10, 2009. They were issued at par value $0.001 per share. There were no business activity between the time the company was formed and the issuance of the founders shares.

During the period from January 29, 2010 through September 15, 2010, we sold an aggregate of 1,278,019 shares to 23 investors in exchange for net proceeds of $682,195 in cash pursuant to Rule 506 of Regulation D, promulgated under the Securities Exchange Act of 1934, as amended. There have been no sales of our securities subsequent to September 15, 2010. A list of the investors, the amount of stock purchased, and the date(s) of the purchase are listed below:

NAME OF INVESTOR	PRICE PER SHARE		TOTAL SHARES		TOTAL PRICE		DATE(S) PURCHASED
Neil Ackerson	$	0.60		18,333	$	11,000.00	8/27/10
Mohammad Akram Dar	$	0.60		50,000	$	30,000.00	2/10/10
Tucker Allen	$	0.60		166,666	$	100,000.00	2/10/10
William Burkland	$	0.60		8,350	$	5,010.00	3/16/10
Ian Burkland	$	0.60		16,670	$	10,002.00	3/16/10
Dadojul Trust	$	0.60		100,000	$	60,000.00	2/10/10
David Eric Allen Investment Trust	$	0.60		25,000	$	15,000.00	3/17/10
Flint Creek LLLP	$	0.60		200,000	$	120,000.00	3/18/10
Mansoor Haque	$	0.60		26,000	$	15,600.00	2/10/10
Marcia Kimball	$	0.60		12,000	$	7,200.00	3/26/10
Bosko Lazic	$	0.60		10,000	$	6,000.00	5/12/10
Adnan Mir	$	0.60		10,000	$	6,000.00	3/3/10
Ghulam Mir	$	0.60		50,000	$	30,000.00	2/10/10
Mark Palomba	$	0.60		10,000	$	6,000.00	3/18/10
Pete and Pat Allen Grandchildren’s Trust	$	0.60		100,000	$	60,000.00	2/10/10
R.S. Dallas Capital, LLC	$	0.60		30,000	$	18,000.00	8/27/10
Samuel Rosenfeld	$	0.60		35,000	$	21,000.00	2/10/10, 3/3/10
Saad Sanyurah	$	0.60		91,667	$	55,000.20	2/10/10, 5/12/10
Scaled Investments LLC	$	0.60		100,000	$	60,000.00	2/10/10
Rusel Sutcliffe	$	0.60		10,000	$	6,000.00	1/29/10
Ihsan ul Haque	$	0.60		150,000	$	90,000.00	2/10/10
Saif ur Rehman	$	0.60		50,000	$	30,000.00	3/1/10
Michael Varinsky	$	0.60		8,333	$	5,000.00	9/15/10

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES - continued

The sale of all shares were to “accredited investors” as defined in Rule 501 of Regulation D, promulgated under the Securities Exchange Act of 1934, as amended, pursuant to Rule 506 of Regulation D and are therefore exempt from registration under the Securities Act of 1933 pursuant to Regulation D. Accordingly, the sale of the shares set forth above were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

All purchasers represented in writing that they acquired the securities for their own accounts. A legend was placed on the stock certificates stating that the securities have not been registered pursuant to the Securities Act and cannot be sold or otherwise transferred without an effective registration or an exemption therefrom, but may be sold pursuant to the exemption provided by Section 4(1) of the Securities Act or Rule 144 of the Securities Act.

In August, 2010, we sold an aggregate of 1,000,000 shares to two investors in exchange for an aggregate $600,000 in cash pursuant to Regulation S, promulgated under the Securities Act. A list of the investors, the amount of stock purchased, and the date(s) of the purchase are listed below:

NAME OF INVESTOR	PRICE PER SHARE		TOTAL SHARES		TOTAL PRICE		DATE(S) PURCHASED
Bao Jun Zhang	$	0.60		500,000	$	300,000.00	8/4/10
Qi Fa Zhang	$	0.60		500,000	$	300,000.00	8/4/10

All purchasers represented in writing that they were not “U.S. Persons” as defined by Regulation S, were not acquiring the Shares for the account or benefit of a U.S. Person and that the transaction was an offshore transaction within the meaning of Regulation S. A legend was placed on the stock certificates stating that the securities have not been registered pursuant to the Securities Act and cannot be sold or otherwise transferred without an effective registration or an exemption therefrom, but may be sold in accordance with the exemption provided by Regulation S, promulgated under the Securities Act.

In January 2010, PharmaHub entered into four agreements for consulting services with Roger Xie, Eric Zhang, Aubrye Harris-Foote and Pharma Corporate Strategies LLC. These agreements provide for services to be rendered over periods ranging from 44 to 46 months. Pursuant to the terms of the agreements, PharmaHub agreed to sell an aggregate of 1,720,885 shares of common stock to the service providers, for cash in the aggregate amount of $2,872, or $0.00167 per share. Such shares have been allocated in accordance with the proportional share purchases among the four service providers. These shares upon their issuance have been held by PharmaHub in escrow to be released quarterly based upon the performance of services as provided under agreements. Upon release these shares are then accounted for at their then market value. Upon achievement of the quarterly performance criteria PharmaHub would release from escrow a proportional amount of shares based upon each service agreement. If the service agreement(s) should be cancelled, the service provider is refunded any unearned shares at the original purchase price of $0.00167 per share, after which PharmaHub cancels these shares. Prior to the Merger Agreement, and the Merger, CPHC released 231,543 shares of PharmaHub's common stock valued at $0.60 per share, less the purchase price of $0.00167 per share, or $138,541, upon completion of required services. Subsequent to the Merger, during the year ended December 31, 2010, we released 223,449 shares of our common stock valued at $0.60 per share, less the purchase price of $0.00167 per share, or $133,697. During the year ended December 31, 2011, we released 182,608 shares of our common stock valued at $0.60 per share, less the purchase price of $0.00167 per share, or $109,260. Subsequent to the Merger, during the year ended December 31, 2010, two contracts with 36,950 and 71,551 unearned shares remaining, valued at the purchase price of $0.00167 per share or $62 and $119, respectively were cancelled. During the year ended December 31, 2011 a contract with 640,000 unearned shares remaining, valued at the purchase price of $0.00167 per share or $1,069, was cancelled. As of December 31, 2011, a total of 334,784 shares were held in escrow.

In February 2012 we terminated the service agreement for the service provider due the remaining 334,784 shares held in escrow due to the service provider not providing services in accordance to provision of the service agreement originally entered into on January 25, 2010.

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES - continued

We have never utilized an underwriter for an offering of our securities, and there were no underwriting discounts or commissions involved. Hart Capital Management, LLC (“Hart”) has introduced us to the investors in our Regulation D offering in return for a finder’s fee of 10%. Other than introducing us to our Regulation D investors, Hart has had no other involvement with respect to the sale of our securities to the Regulation D investors set forth above.

King Fortune Consultants Limited (" King Fortune") has introduced us to the investors in our Regulation S offering in return for a finder's fee of 10%. Other than introducing us to our Regulation S investors, King Fortune has had no other involvement with respect to the sale of our securities to the Regulation S investors set forth above.

Other than as described above, we have not issued or sold any other securities.

Issuer Repurchases of Equity Securities

None.

ITEM 6. SELECT FINANCIAL INFORMATION

Not required to provide as a smaller reporting company as defined by Rule 229.10(f)(1).

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following is a discussion of PharmaHub’s financial condition and results of operations from inception (July 9, 2009) through December 31, 2011 and certain material events thereafter. You should consider the foregoing when reviewing the consolidated financial statements and this discussion. You should read this section together with the consolidated financial statements including the notes to those financial statements for the years mentioned above. This discussion includes forward-looking statements which, although based on assumptions that the management of the Company considers reasonable, are subject to risks and uncertainties. The actual results and timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this report.

Overview

We are a development stage biopharmaceutical company focusing on the identification, acquisition, development and commercialization of pharmaceutical and healthcare products and technologies to address what Management believes are important unmet medical needs or which offer improved and cost-effective alternatives to current methods of treatment. We intend to form relationships with, and then act as an intermediary between, Chinese pharmaceutical companies and other pharmaceutical companies located worldwide with initial emphasis in the United States, and when Management determines we have sufficient resources, in Europe (with a goal of eventually becoming a global pharmaceutical “HUB”).

Since our inception in July 2009, we have formed strategic partnerships and entered into cooperation agreements with research institutes, pharmaceutical companies and a governmental agency in the PRC. In September 2009, we entered into an exclusive cooperation with the National Engineering Research Center for the Development of New Drugs, d/b/a Beijing Collab Pharma Co. Ltd. (“NERC”), a quasi-state owned enterprise formed by the Ministry of Science and Technology of the People’s Republic of China. Pursuant to the terms of the Exclusive Cooperation Agreement, PharmaHub shall identify promising drug candidates in the United States and eventually Europe and assist the NERC in obtaining rights to develop and market such candidates in the People’s Republic of China (the “PRC”) and the NERC shall (1) identify promising drug candidates in the PRC for PharmaHub to develop and market outside of the PRC and/or present to pharmaceutical companies located outside of the PRC and (2) assist PharmaHub in conducting the necessary preclinical and clinical studies within the PRC with the State Food and Drug Administration (“SFDA”) of various selected worldwide drugs

In June 2010, we formed Akanas Therapeutics, Inc. with Dr. David Weaver and Dr. Michael Rynkiewicz to further the research and development of a proprietary technology using atomic structure to rapidly and cost-effectively create humanized antibodies which retain high affinity and avoid immunogenicity. We hold an equity method investment position in Akanas Therapeutics, Inc.

In July 2010, we formed a strategic partnership with the Sichuan Provincial government through the Sichuan Technology Exchange Center (the “STEC”), a subsidiary of the Sichuan Provincial Science & Technology Department, pursuant to which we and the STEC shall identify and present to each other promising pharmaceutical technologies in the United States and the PRC, respectively, to promote technological exchange and transfer between China and the U.S.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

In July 2010, we entered into a cooperation agreement with Chengdu Yongkon Pharmacy Co. Ltd., a Chinese pharmaceutical company with an established sales network in China. (“Chengdu Yongkon”). Pursuant to the terms of the cooperation agreement, we have been appointed by Chengdu Yongkon to be its appointed agent to identify pharmaceutical products and medical devices in the U.S. and negotiate the terms to sell such products and devices within the PRC.

In August 2010, PharmaHub entered into an Exclusive Distribution Agreement with Mo-Sci Corp., to research, give PharmaHub the exclusive right to market and sell high precision glass spheres which upon emitting beta radiation is intended for the treatment of malignant tumors (the “Irradiated Microspheres”) in China, Hong Kong, Taiwan and Macau (collectively, the “Greater China Region”), Singapore, Malaysia, and Bangladesh.

In October 2010, we entered into an agreement with Integrated Biometrics, LLC (“IB”), effective October 27, 2010, to distribute IB’s patented Light Emitting Sensor (“LES”) biometric fingerprint scanner on an exclusive basis to certain industries in the PRC. The agreement currently will expire on April 11, 2013.

On November 15, 2010, we entered into an Investors Relations Services Agreement with Stern Investor Relations, Inc. (“Stern”), pursuant to which Stern has agreed to render investor relations services to us. We shall pay Stern for its services a cash fee of $10,000 per month with an initial term ending May 31, 2011 and continuing thereafter on a month to month basis unless terminated by either party at any time upon sixty (60) days’ prior written notice after May 31, 2011.

In December 2010, we entered into Cooperation Agreements separately with Guangzhou Baidi Biotechnology Co., Ltd., Chengdu Yunke Pharmaceutical Co., Ltd., and Xiangxue Pharmaceutical Co., Ltd. and a Letter of Intent with Chengdu Gaotong Isotope Co., Ltd. Pursuant to the terms of these cooperation agreements, the first three pharmaceutical companies will evaluate our current product candidates. In addition, we have been appointed by the first of these three pharmaceutical companies to be their appointed agent to identify pharmaceutical products and medical devices in the U.S. and negotiate the terms to sell such products and devices within the PRC. We intend to negotiate and enter into project specific agreements for specific product candidates.

On January 25, 2011, we incorporated CPC NuLife, Inc. in the state of Nevada, in which we own 92% interest to focus on the development and commercialization of irradiated microsphere treating malignant tumor (“NuLife”).

On March 07, 2011, we incorporated Universal Blood Technologies, Inc. in the state of Nevada, to be utilized in connection with the license agreement with the University of California, discussed below. This corporation is in the process of being dissolved

On March 07, 2011, we entered into an exclusive worldwide license agreement with the University of California, to develop, commercialize, and market a universal donor blood product. This contract has been terminated by us as of March 15, 2012 due to management’s determination to conserve our funds for other purposes.

Our goal is to maximize the value of existing intellectual properties and technologies of the companies with which we intend to enter into agreements, including, but not limited to, partnership or licensing agreements. Our business plan has two main prongs: (1) to initiate, conduct and fund costs related to preclinical & clinical studies in the People’s Republic (the “PRC”) of selected drugs which are being developed in the United States, and (2) to attempt to maximize the value of worldwide licensing rights, excluding the PRC, of preclinical & clinical drugs classified as early and late stage by the State Food and Drug Administration of the People’s Republic of China (the “China SFDA”). Our current employees and consultants predominately provide services to identify technology and strategic partners in executing our business plan. Our management is involved on an ongoing basis with respect to seeking relationships in China which will result in future research and development, and commercial and sales activities in China. We do not anticipate any current consultant or advisor other than officers to participate in the research and development, or engage in commercial and sales activities.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

We have set initial milestones with respect to our products. The following is a summary of our milestones:

(1)

The first milestone with respect to the products being developed by MediTherX is reaching clinical trials in China, which is estimated to cost $2,000,000. After obtaining approval from SFDA for clinical trials, we plan to conduct Phase I Clinical trials while starting to negotiate out-licensing opportunities with pharmaceutical companies.

(2)

The first milestone with respect to the Irradiated Microspheres is obtaining a PMA or CE Mark, which is estimated to cost $2,000,000 for related pre-clinical and clinical trials. Upon approval of either PMA or CE Mark, we expect to generate revenue by marketing this product in the respective region for which it is approved.

(3)

The first milestone with respect to the Biometric Fingerprint Scanner is to identify and enter into an agreement with a lock manufacturer and/or other distributors, which is estimated to cost $20,000 to $30,000. The product does not require regulatory approval from the Chinese government prior to sale to the general public.

(4)

The first milestone with respect to the Illumibrite System is obtaining clearance for distribution from CMOH. We anticipate generating revenues within three to six months of achieving the first milestone, allowing time for packaging, marketing, and sales. We estimate that the clearance for distribution combined with these expenses will cost between $30,000 and $50,000 total.

Since inception we have focused upon organizing and staffing our company, inviting industry professionals and experts to join our advisory boards, negotiating in-licensing agreements with existing and potential partners, acquiring, developing and securing our proprietary technology, and understanding the preclinical trial and clinical trial results of our product candidates. We are a development stage company and have generated no revenue since inception. We do not anticipate generating any product revenue until and unless we successfully obtain a distribution partner for the LES biometric fingerprint scanner or obtain approval from the FDA, EMA, China SFDA or China MOH with respect to other current product candidates. Upon approval from a regulatory body, we intend to generate revenues by selling our product candidates within the approved region or by granting patent licenses (“out-licensing”) we acquire to third parties. Until such time as we are able to generate product revenue, we intend to meet our capital requirements through loans or the private placement of our securities.

Developing pharmaceutical products is a lengthy and expensive process. Even if we do not encounter unforeseen safety issues, timing or other delays during the course of developing our currently licensed product candidates, which are being developed by our subsidiary CPC NuLife, affiliates Akanas Therapeutics and MediTherX, we do not anticipate receiving regulatory approval to market any such products until, at the earliest, 2013 for NuLife Spheres and at the earliest 2015 for MediTherX EGFR humanized antibody.

Description of Selected Income Statement Items

Revenue and cost of revenue. We have not generated any revenues from sales from inception (July 9, 2009) through December 31, 2011 however we have already begun generating limited revenues from our CenterStage brand of tooth whitening products in 2012. We do not expect to generate or produce revenue within the next 24 months for our other product candidates but may decide to out-license one or more of our drug product candidates during that timeframe. If successful, we would anticipate revenues from such a transaction. We are currently evaluating whether to continue seeking distribution for the LES biometric fingerprint scanner which, if successful, we would anticipate revenues from such distribution. Further, we will continue executing our business plan by in-licensing market-ready products, such as U.S. FDA-approved medical equipment and/or pharmaceutical products, which we believe may allow for a shorter registration process in the PRC. However, we may never generate more than limited revenues.

Analysis of Operations Results

General and administrative expenses. General and administrative expenses primarily include expenses for executives and other corporate expenses, including office rent and travel expenses. As of the date hereof, none of our executives is receiving cash compensation. We issue shares to certain key management members on a quarterly basis based upon service agreements between us and the individual service provider. The expenses are recorded at fair market value based upon the date of share issuance. From inception (July 9, 2009) through December 31, 2011, we have incurred a total of $451,202 in general and administrative expenses.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION - continued

Professional fees. Professional fees are for services provided by vendors on a per engagement basis and consisted primarily of legal, auditing, consulting and other professional fees. From inception (July 9, 2009) through December 31, 2011, we have incurred a total of $ 867,911 in professional fees. These professional fees were incurred with respect to general administration and business development, and not for developing biopharmaceutical products.

Net loss. From inception (July 9, 2009) through December 31, 2011, we have incurred a total net loss of $1,360,736.

Our financial statements have been presented on the basis that we are a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We have sustained operating losses since inception.

As of December 31, 2011 we have a working capital surplus of $13,812, which will not be sufficient to fund our operations for the next year, and an accumulated deficit of $1,360,736. During the year ended December 31, 2011 we had a net loss of $649,290 and cash used in operating activities of $451,700. The Company’s ability to continue in existence is dependent on its ability to develop additional sources of capital, and/or achieve profitable operations and positive cash flows. Management’s plan is to aggressively pursue its present business plan. Since inception we have funded our operations through the issuance of common stock and related party loans and advances, and will seek additional debt or equity financing as required. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Analysis of Cash Flow

From inception (July 9, 2009) through December 31, 2011, we have not generated any cash from operating activities.

Net cash provided by financing activities. Cash flow from financing activities aggregated $969,566.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required to provide as a smaller reporting company as defined by Rule 229.10(f)(1).

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements begin on page 39, immediately after the signature page.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS WITH RESPECT TO ACCOUNTING AND FINANCIAL DISCLOSURE

There are not and have not been any disagreements between us and our accountants with respect to any matter of accounting principles since our formation, and there are no disagreements between us and our accountants with respect to accounting or financial disclosure matters.

ITEM 9A. CONTROLS AND PROCEDURES

Our principal executive and financial officers, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of December 31, 2011, have concluded that as of December 31, 2011, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure, and (ii) is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms.

There have been no changes in our internal controls or in other factors that could affect these controls during or subsequent to the end of the period covered by this report.

ITEM 9A. CONTROLS AND PROCEDURES - continued

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed to provide reasonable assurance with respect to the reliability of financial reporting and the preparation and fair presentation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures which:

· Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

· Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

· Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2011 based upon the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

This Annual Report does not include an attestation report of our registered public accounting firm with respect to internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission which permit us to provide only our management's report in this Annual Report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified during our year ended December 31, 2011, which have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our Board of Directors consists of Mr. Richard Lui, who is also our President and Chief Executive Officer and Ms. Monica Ding, who is also our Chief Financial Officer and Secretary.

Our present executive officers and directors, their ages and present positions are as follows:

Name	Age		Position	First Year Elected/Appointed
Richard Lui		46	President, CEO, Chairman		2009
Monica Ding		33	Secretary, CFO, Director		2009

All of our directors will hold office until such time as their successors, if any, have been duly elected and qualified. All of our directors have currently been appointed to indefinite initial terms and we do not currently intend to elect additional directors or replace any of our current officers and directors.

All of our executive officers will hold office until the next annual meeting of the directors and until their successors, if any, have been duly appointed and qualified.

Richard Lui, Age 46, Founder, Director, Chairman, President and CEO since its inception in 2009 to present. Mr. Lui was the President and principal owner of Morgan Strategies Inc., a corporate finance advisory firm from January 2003 to August 2010. Mr. Lui holds a B.S. degree in Aerospace Engineering from the University of Oklahoma. Mr. Lui has also served on the Board of Directors of GeneBlue Corporation from December 2006 until February 2010. We believe that Mr. Lui’s previous experiences as President and principal owner of Morgan Strategies, Inc., in conjunction with his directorship at GeneBlue Corporation, provide him with the business experience and business relationships in both the United States and PRC necessary to direct and oversee our development, including, but not limited to, the identification of, and negotiations with potential joint venture partners. On February 7, 2012, Mr. Lui formed Deal-Commerce, LLC (“Deal-Commerce”), a Nevada Corporation of which he is president and Chief Executive Officer. Deal Commerce is intended to market and sell consumer products such as cell phones accessories, jewelry, toys, and gadgets.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE - continued

Monica Ding, Age 33, Founder, Director, Chief Financial Officer and Secretary of PharmaHub. Ms. Ding brings over 10 years of experience in corporate finance and business development in the Greater China region. From January 2003 through March 2008, Ms. Ding was Vice President at Morgan Strategies, Inc., a corporate finance advisory firm. From 2008 to 2009, Ms. Ding has served as a consultant at Beijing Wowjoint Machinery Co., Ltd, a company specialized in the design, engineering and manufacturing of customized lifting and carrying equipment for the construction of railways, highways, subways and ports and which is now a wholly owned subsidiary of Wowjoint Holdings Limited, a NASDAQ listed public reporting company. From 2006 to 2008, Ms. Ding also served as a consultant to American Metal & Technology, Inc, which engages in precision casting, machining, and mold designing and manufacturing in the People's Republic of China and has been a U.S. public company since 2007. These consulting services for both Wowjoint and American Metal & Technology were provided from time to time at the request of management. Ms. Ding has also served on the Board of Directors of GeneBlue Corporation from December 2006 until February 2010. We believe that Ms. Ding’s previous experiences provide her with the business experience and business relationships in both the United States and PRC necessary to oversee our day to day operations. Ms. Ding is a consultant to Deal-Commerce, a company formed by Mr. Lui which was discussed in the preceding paragraph.

Scientific Advisory Board (“SAB”), Business Development Advisory Board (“BDAB”), and Policy Advisory Board (“PAB”)

In addition to our Board of Directors and Executive Officers, we also had a Scientific Advisory Board (“SAB”), Business Development Advisory Board (“BDAB”), and Policy Advisory Board (“PAB”). These three boards served similar functions in identifying and advising Management of opportunities and products in the healthcare industry including, but not limited to, pharmaceutical products. Each member of the SAB, BDAB, and PAB were also available to consult with the Company with respect to their respective fields of expertise. Although the members of the SAB, BDAB, and PAB were not our Directors or Executive Officers, Management believes that each offered expertise in fields which are of interest to the Company by virtue of their experience and positions of leadership with various pharmaceutical companies and educational institutions. However, we have determined not to renew the terms of our board members at this time due to our lack of funding to pursue many of our intended projects and as of now all of their terms have expired.

Members of our SAB, BDAB, and PAB were compensated solely with shares of our common stock or nominal cash as set forth below. They were entitled to reimbursement of reasonable travel and other out-of-pocket expenses incurred in the performance of their duties to the Company, provided that any expense in excess of $250 had to be pre-approved by the Company.

Members of the SAB, BDAB, and PAB were selected based upon their experience and relationship in different areas including, but not limited to, marketing and clinical research, which would compliment other members of our boards and provide additional expertise in engaging in our business plan.

During a portion of 2011, our SAB consisted of seven members, Peter Elliot, Ph.D., Richard Fisher, Ph.D., Dr. Ihsan Ul Haque, Curtis T. Keith, Ph.D., Xuan Kong, Ph.D., David Weaver, Ph.D., and Linze Zhang. The terms of the agreements with all of the SAB members have expired, and we have determined not to extend them at the present time.

During a portion of 2011, our BDAB consisted of four members: Ikbal R. Chowdhury, Ph.D., Gus Pappas, Ph.D., Christian T. Tedrow, and Lianna Tan. The terms of the agreements with all of the BDAB members have expired, and we have determined not to extend them at the present time.

During a portion of 2011, our Policy Advisory Board consisted of Qunhuan Liang whose term has expired.

In addition, Cai ZhiXiang rendered services to the Company on a consultant basis with respect to developing the Company’s business in the PRC.

The following sets forth the terms and compensation of the individual service providers who were members of our designated Boards:

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE - continued

Scientific Advisory Board:

- David Weaver served from March 1, 2010 through February 28, 2011, and received 10,000 shares as annual compensation.

- Curtis Keith served from April 1, 2010 through March 31, 2011, and received 10,000 shares as annual compensation.

- Ihsan Haque served from March 22, 2010 through March 21, 2011, and received 10,000 shares as annual compensation.

- Peter Elliott served from January 1, 2010 through December 31, 2011, and received 10,000 shares as annual compensation.

- Richard Fisher served from February 26, 2010 through February 25, 2011 and received 10,000 shares as annual compensation.

- Xuan Kong served from January 1, 2010 through December 31, 2010, and received 10,000 shares as annual compensation.

- Linze Zhang served from August 18, 2010 through August 17, 2011, and received 10,000 shares as semi-annual compensation.

Business Development Board:

- Gus Pappas served from August 1, 2010 through July 31, 2011, and received 5,000 shares as quarterly compensation.

- Ikbal Chowdhury served from August 1, 2010 through July 31, 2011, and received 5,000 shares as quarterly compensation.

- Christian Tedrow served from May 1, 2010 through April 30, 2011, and received 10,000 shares as annual compensation.

- Liana Tan served from January 25, 2011 through January 24, 2012, and was entitled to receive 2,500 shares as quarterly compensation.

Policy Advisory Board

- Qunhuan Liang served from February 28, 2011 through February 27, 2012, and received 5,000 shares as annual compensation.

Code of Ethics

We have adopted a Code of Ethics which is designed to ensure that our officers meet the highest standards of ethical conduct. The Code of Ethics requires that our officers comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in our best interests.

Involvement with certain material legal proceedings during the past five years

(1) None of our directors, officers, significant employees or consultants has been convicted in a criminal proceeding, exclusive of traffic violations, or is subject to any pending criminal proceeding.

(2) None of our subsidiaries has been involved in any legal proceeding.

(3) None of our directors, officers, significant employees or consultants has been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

(4) None of our directors, officers or significant employees has been convicted of violating a federal or state securities or commodities law.

ITEM 11. EXECUTIVE COMPENSATION

In view of the fact that we are a development stage Company which was formed in July, 2009, we did not pay any cash compensation to any of our officers and directors until November 2010. Commencing in November 2010, Richard Lui and Monica Ding began receiving monthly compensation of $4,500 and $4,000 respectively, until June 30, 2011. On July 1, 2011, we began to accure the compensation for both of our officers, and it will be paid once the company achieves profitable operations.

until June 30, 2011, when we stopped paying the compensation. On July 1, 2011, we began to accure the compensation for both of our officer, and it will be paid once the company acheives profitable operations.

ITEM 12. SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of the Company’s common stock based upon 17,069,547 shares issued and outstanding as of December 31, 2011, by:

	●	each person who is the owner of more than 5% of the Company’s common stock outstanding;
	●	each person who became an executive officer or director of the Company; and
	●	all of the Company’s directors and executive officers as a group.

Name and Address of Beneficial Owner	Number of Shares of Ordinary Shares Beneficial Ownership		Percentage of Outstanding Ordinary Shares
Richard Lui, Director and Officer(1)		3,500,000		19.70	%
Monica Ding, Director and Officer(1)		3,000,000		16.89	%
Amy Wang(1)(2)		2,500,000		14.07	%
Rui Lin Ding(1)(3)		3,000,000		16.89	%
Directors & Officers as a group		6,500,000		36.59	%

* Less than 1%

	(1)	Unless otherwise indicated, the business address of each of the individuals is 2125 Wright Ave, Suite C8, La Verne, CA 91750.
	(2)	Amy Wang is the wife of Richard Lui and is an initial investor in the Company.
	(3)	Rui Lin Ding is the father of Monica Ding and is an initial investor in the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

On June 15, 2010, the Company entered into a Definitive Agreement with Dr. David Weaver and Dr. Michael Rynkiewicz (the “Definitive Agreement”) pursuant to which the Company has reimbursed Drs. Weaver and Rynkiewicz for certain costs incurred as of the date of the Definitive Agreement with respect to developing the technology which is the subject of the patents set forth below; shall enter into joint ventures with Drs. Weaver and Rynkiewicz to develop and market certain intellectual property, including, but not limited to, patents with respect to technologies created by Drs. Weaver and Rynkiewicz; shall form joint venture entities with Drs. Weaver and Rynkiewicz of which the Company shall initially own 35% interest (accounted for as an equity method investment) and to which Drs. Weaver and Rynkiewicz have assigned their rights with respect to the patents discussed below. These patents utilize and analyze the atomic structure of parental antibodies to rapidly and cost-effectively create human antibodies which retain high affinity and avoid provoking a response by the immune system (the “Antibody Technology”).

On June 15, 2010, pursuant to the terms of the Definitive Agreement, PharmaHub incorporated Akanas Therapeutics, Inc, a Nevada corporation (“Akanas Therapeutics”). Pursuant to the terms and conditions of the Definitive Agreement, PharmaHub owns a 35% interest in Akanas Therapeutics (accounted for as an equity method investment). Drs. Weaver and Rynkiewicz, who jointly own the remaining 65% interest of Akanas Therapeutics, have contributed the exclusive rights with respect to the Antibody Technology to Akanas Therapeutics.

Pursuant to the terms of the Definitive Agreement, PharmaHub also incorporated MediTherX, Inc. (“MediTherX”) with Dr. Weaver and Dr. Rynkiewicz on June 30, 2010 in the State of Nevada. PharmaHub owns 35% of MediTherX. MediTherX will focus upon the development and commercialization of its proprietary Epidermal Growth Factor Receptor (“EGFR”) human antibodies which are intended to compete with ImClone Systems Incorporated’s $2.5 billion blockbuster monoclonal antibody ERBITUX®. MediTherX licenses its technologies from Akanas Therapeutics, Inc. Management believes that MediTherX’s proprietary EGFR humanized antibodies have the potential to be superior in clinical trials, with lower immunogenicity and reduced side effects as compared to ERBITUX®. The initial research and development with respect to MediTherX’s proprietary EGFR humanized antibodies had been conducted at Beijing Biotechnology Institute in the People’s Republic of China (the “PRC”). Management plans to continue working with Beijing Biotechnology Institute and also seek additional partners in the PRC to further its R&D and file Investigational New Drug Discovery (“IND”) in China.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE - continued

On June 17, 2010, PharmaHub completed the transaction of purchasing 5,000,000 shares of common stock of World Wide Relics, Inc (“WWR”) from E. Todd Owens, representing 77.18% of the total issued and outstanding shares of WWR, effecting a change of control of WWR. PharmaHub paid $275,250 as the purchase price for the shares, which funds were previously remitted to the Seller in March 2010 as a deposit. The two directors of PharmaHub were appointed as the directors and executive officers of WWR while all of the former directors and officers of WWR resigned simultaneously.

On August 13, 2010, PharmaHub announced that it closed with respect to a Merger Agreement dated as of July 28, 2010 (the “Agreement”) entered into with WWR. Pursuant to the terms of the Agreement, PharmaHub merged with and into WWR and all of the property, rights, privileges, powers and franchises of PharmaHub vested in WWR, all debts, liabilities and duties of PharmaHub became the debts, liabilities and duties of WWR and the separate existence of PharmaHub as a Nevada corporation ceased (the “Merger”). Subsequent to the Merger, WWR changed its name to “China PharmaHub Corp.”

DISCLOSURE OF COMMISSION POSITION

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

Audit Fees represent the aggregate fees for professional services for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years. For the years ended December 31, 2011 and 2010, we paid $25,500 and $34,500, respectively.

Tax Fees

For the years ended December 31, 2011 and 2010, we paid $0 and $0, respectively.

All Other Fees.

For the years ended December 31, 2011 and 2010, we paid $25,500 and $39,000, respectively.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

Exhibits and Financial Statements

1. Financial Statements

The following financial statements are included in the Financial Statements filed as part of this Annual Report

(i)

Balance Sheets as of December 31, 2011 and 2010

(ii)

Statements of Operations for the Fiscal Years Ended December 31, 2011 and 2010, and for the period from inception (July 9, 2009 through December 31, 2011

(iii)

Statement of Stockholders’ Equity inception (July 9, 2009 through December 31, 2011

(iv)

Statements of Cash Flows for the Years Ended December 31, 2011 and 2010, and for the period from inception (July 9, 2009 through December 31, 2011

(v)

Notes to Financial Statements

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES - continued

Financial Statement Schedules. All financial statement schedules have been omitted since the information is either not applicable or required or is included in the financial statements or notes thereof.

The following exhibits are filed herewith or have been previously filed.

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
Exhibit 3.1	Amendment to Certificate of Incorporation**
Exhibit 3.2	Bylaws**
Exhibit 10.1	Merger Agreement between China PharmaHub Corp. and World Wide Relics, Inc. dated July 28, 2010**
Exhibit 10.2	Exclusive Cooperation Agreement between China PharmaHub Corp. and the PRC National Engineering Research Center for the Development of New Drugs dated September 15, 2009**
Exhibit 10.3	Definitive Agreement among China PharmaHub Corp., David Weaver and Michael Rynkiewicz dated June 15, 2010**†
Exhibit 10.4	Cooperation Agreement between China PharmaHub Corp. and Chengdu Yongkon Pharmacy Co., Ltd. dated July 1, 2010**
Exhibit 10.5	Cooperation Agreement between China PharmaHub Corp. and the Sichuan Technical Exchange Center dated July 1, 2010**
Exhibit 10.6	Distribution Agreement between China PharmaHub Corp. and Mo-Sci Corp. dated as of August 17, 2010**†
Exhibit 10.7	Distribution Agreement between China PharmaHub Corp. and Integrated Biometrics, LLC dated as of October 11, 2010*
Exhibit 10.8	Investor Relations Services Agreement between China PharmaHub Corp. and Stern Investor Relations dated November 15, 2010**
Exhibit 10.9	Exclusive Distributorship Agreement between China PharmaHub Corp. and Illumibrite LLC dated November 15, 2010 **
Exhibit 10.10	Cooperation Agreement between China PharmaHub Corp. and Guangzhou Baidi Biotechnology Co., Ltd. dated December 3, 2010 **
Exhibit 10.11	Cooperation Agreement between China PharmaHub and Chengdu Yunke Pharmaceutical Co., Ltd. dated December 23, 2010 **
Exhibit 10.12	Cooperation Agreement between China PharmaHub Corp. and Xiangxue Pharmaceutical Co. Ltd. dated December 23, 2010 **
Exhibit 10.13	Letter of Intent between China PharmaHub Corp. and Chengdu Gaotong Isotope Co., Ltd dated September 28, 2010 **
Exhibit 10.14	Services Agreement between China PharmaHub Corp. and Pharma Corporate Strategies LLC, dated January 13, 2011. **
Exhibit 31.1	CEO Certification Pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)) (17 CFR 240.13a-14(a)) or Rule 15d-1(a) (17 CFR 240.15d-14(a))*
Exhibit 31.2	CFO Certification Pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)) (17 CFR 240.13a-14(a)) or Rule 15d-1(a) (17 CFR 240.15d-14(a))*
Exhibit 32.1	CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
Exhibit 32.2	CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

* Filed Herewith

** Previously Filed

† Confidential Treatment Requested

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Date: May 1, 2012	By:	/s/ Richard Lui
		Richard Lui
		President, Chief Executive Officer, Director


Date: May 1, 2012	By:	/s/ Monica Ding
		Monica Ding
		Chief Financial Officer, Director

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


Date: May 1, 2012	By:	/s/ Richard Lui
		Richard Lui
		President, Chief Executive Officer, Director


Date: May 1, 2012	By:	/s/ Monica Ding
		Monica Ding
		Chief Financial Officer, Director

	FINANCIAL STATEMENTS

		Page

	Report of Independent Registered Public Accounting Firm	40

	Financial Statements

	Consolidated Balance Sheets	41

	Consolidated Statements of Operations	42

	Consolidated Statement of Changes in Stockholders' Equity	43

	Consolidated Statements of Cash Flows	44

	Notes to Consolidated Financial Statements	45

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Directors

China PharmaHub Corp. (A Development Stage Company)

We have audited the accompanying consolidated balance sheets of China PharmaHub Corp. (A Development Stage Company) and subsidiaries (the “Company”) as of December 31, 2011 and December 31, 2010, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2011 and 2010 and for the period from inception July 9, 2009 through December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these 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 audits 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 audits 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of China PharmaHub Corp. and subsidiaries at December 31, 2011 and 2010, and the results of operations and cash flows for the years then ended and for the period from inception, July 9, 2009 through December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred significant losses as more fully described in Note 3. These issues raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Sherb & Co. LLP

New York, New York

April 30, 2012

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

	December 31,
	2011			2010

ASSETS
CURRENT ASSETS
Cash	$	186,259		$	640,773
Deposits		3,544			3,544
Prepaid expenses		-			3,641
Due from related party		-			2,923
Other receivable - related party		23,858
Inventory		19,453			-
Total current assets		233,114			650,881

Equity Investments		28,688			42,373

Equipment, net		19,013			21,256

	$	280,815		$	714,510

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payables and accrued expenses	$	207,302		$	118,313
Loan from related parties		10,765			-
Other current liabilities		1,235			2,052
Total current liabilities		219,302			120,365

STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value, 5,000,000 shares
authorized, no shares issued and outstanding		-			-
Common stock, $.001 par value, 100,000,000 shares
authorized, 17,069,547 and 17,694,547 issued and
16,643,459 and 16,537,155 oustanding, respectively		17,072			17,694
Additional paid-in-capital		1,405,710			1,287,897
Noncontrolling interest		(533	)		-
Deficit accumulated during the development stage		(1,360,736	)		(711,446	)
Total stockholders' equity		61,513			594,145

	$	280,815		$	714,510


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

CHINA PHARMAHUB CORP.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS


							Cumulative for
	For the years ended						the period from inception
	December 31,						(July 9, 2009) through
	2011			2010			December 31, 2011

Revenue	$	-		$	-		$	-

Operating expenses
General and administrative		253,212			179,719			451,202
Professional fees		368,336			491,275			867,911
Depreciation expense		4,788			1,119			5,907
Total operating expenses		626,336			672,113			1,325,020

Other income(expenses)
Gain on foreign currency transactions		26,015			11,629			37,644
Interest expense		(1,485	)		-			(1,485	)
Other income		5,218			-			5,218
Bad debt expense		(40,350	)		-			(40,350	)
Loss on equity method investments		(13,685	)		(24,391	)		(38,076	)
Total other income/(expenses)		(24,287	)		(12,762	)		(37,049	)

Net Loss before noncontrolling interest		(650,623	)		(684,875	)		(1,362,069	)

Noncontrolling interest		(1,333	)		-			(1,333	)

Net loss - attributable to China Pharmahub Corp.	$	(649,290	)	$	(684,875	)	$	(1,360,736	)

Loss per common share - basic and diluted	$	(0.04	)	$	(0.05	)

Weighted-average shares outstanding - basic and diluted		16,617,483			14,834,095


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

CHINA PHARMAHUB CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

							Additional												Total
	Common Stock						Paid-in			Subscription			Accumulated			Noncontrolling			Stockholders'
	Shares			Amount			Capital			Receivable			Deficit			Interest			Equity

Balance, July 9, 2009 (inception)		-		$	-		$	-		$	-		$	-		$	-		$	-

Issuance of shares for cash ($0.0016667 per share)		12,120,000			12,120			8,080			(200.0	)								20,000
Issuance of shares for services ($0.00167 per share)		100,000			100			67												167
Net loss		-			-			-			-			(26,571	)					(26,571	)

Balance, December 31, 2009		12,220,000			12,220			8,147			(200.0	)		(26,571	)		-			(6,404	)

Receipt of subscription receivable											200.0									200
Issuance of shares for cash - held in escrow ($0.00167 per share)		1,720,885			1,721			1,150												2,871
Shares held in escrow - earned - 454,992 shares ($0.60, less payment of $0.00167 per share)								272,238												272,238
Shares held in escrow - repurchased ($0.00167 per share)		(108,501	)		(109	)		(72	)											(181	)
Issuance of shares for cash ($0.60 per share)		1,278,019			1,278			680,917												682,195
Issuance of shares for services ($0.60 per share)		93,125			93			55,782												55,875
Recapitalization on reverse merger		1,478,559			1,479			(276,729	)											(275,250	)
Issuance of shares for cash - post reverse merger ($0.60 per share)		1,000,000			1,000			539,000			(450,000.0	)								90,000
Issuance of shares for services - post reverse merger ($0.60 per share)		10,000			10			5,990												6,000
Issuance of shares for equity investment - post reverse merger ($0.60 per share)		2,460			2			1,474												1,476
Receipt of subscription receivable											450,000.0									450,000
Net loss		-			-			-			-			(684,875	)					(684,875	)
Balance, December 31, 2010		17,694,547			17,694			1,287,897			-			(711,446	)		-			594,145

Cash contributed from Non-controlling interest																	800			800
Shares held in escrow - repurchased ($0.00167 per share)		(640,000	)		(640	)		(429	)		-			-						(1,069	)
Shares held in escrow - earned - 182,608 shares ($0.60, less payment of $0.00167 per share)								109,260												109,260
Issuance of shares for services - post reverse merger ($0.60 per share)		15,000			18			8,982			-			-						9,000
Net loss for year														(649,290	)		(1,333	)		(650,623	)

Balance, December 31, 2011		17,069,547		$	17,072		$	1,405,710		$	-		$	(1,360,736	)	$	(533	)	$	61,513



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

CHINA PHARMAHUB CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS

	For the years ended December 31,						Cumulative for the period from inception (July 9, 2009) through December31,
	2011			2010			2011
Cash flows from operating activities:
Net loss	$	(650,623	)	$	(684,875	)	$	(1,362,069	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation		4,788			1,119			5,907
Common stock issued for services		113,260			334,113			447,540
Loss on equity method investments		13,685			24,391			38,076
Net changes in assets and liabilities:
Deposit		-			(3,544	)		(3,544	)
Prepaid expenses		3,641			(3,641	)		-
Other receivable		-			(2,923	)		-
Other receivable - related party		(23,858	)		-			(23,858	)
Due from related party		2,923			-			-
Inventory		(19,453	)		-			(19,453	)
Loan from shareholder advances		10,765			-			10,765
Accounts Payable and accrued expenses		93,989			107,778			212,302
Other current liabilities		(817	)		2,052			1,235
Net cash used in operating activities		(451,700	)		(225,530	)		(693,099	)

Cash flows from investing activities:
Equipment purchases		(2,545	)		(22,375	)		(24,920	)
Investment in Equity Investments		-			(65,288	)		(65,288	)
Net cash used in investing activities		(2,545	)		(87,663	)		(90,208	)

Cash flows from financing activities:
Purchase of World Wide Relics		-			(275,250	)		(275,250	)
Proceeds from sale of escrowed shares		-			2,871			2,871
Repurchase of escrowed shares		(1,069	)		(181	)		(1,250	)
Noncontrolling interest		800			-			800
Proceeds from sale common stock		-			1,222,395			1,242,395
Net cash (used in) provided by financing activities		(269	)		949,835			969,566

Net (decrease) increase in cash and cash equivalents		(454,514	)		636,642			186,259

Cash and cash equivalents - beginning of period		640,773			4,131			-

Cash and cash equivalents - end of period	$	186,259		$	640,773		$	186,259

Non-cash financing and investing activities:
Issuance of common shares to acquire equity investment	$	-		$	1,476		$	1,476
Issuance of common shares to satisfy accrued expenses	$	5,000		$	-		$	-

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

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2011 and 2010

Note 1 – Organization and description of business

China PharmaHub Corp. (“CPC” or the “Company”) was incorporated in the state of Nevada on July 9, 2009. Since its inception, we have been engaged the business of acquiring and/or licensing, developing and commercializing innovative products for the treatment of a variety of human diseases with a focus on offering improved, cost-effective alternatives to current methods of treatment or enable the discovery, research and development of new medicines.

Our initial focus is on pharmaceutical, biotechnology products including, but not limited to, medicines, medical remedies, therapies, medical equipment, and biometric products (“Pharma-products”) developed in the U.S. which have limited representation in the Asian Pacific Region. Our projects include both ready-to-market products and Pharma-products which are under development and which we believe have the potential to benefit from additional research and development in the People’s Republic of China (the “PRC” or “China”), Hong Kong, Macau and Taiwan (collectively, the “Greater China Region”). We also plan to identify novel drug candidates originating in China by licensing the rights to market such products in the rest of the world.

On August 13, 2010, we announced that we closed with respect to a Merger Agreement dated July 28, 2010 (the “Merger Agreement” or the "Merger") entered into with World Wide Relics, Inc. (“WWR”), a Nevada corporation incorporated on January 18, 2005. On June 17, 2010, before entering into the Merger Agreement, we acquired 77.18% of WWR’s issued and outstanding stock from WWR’s largest shareholder, totaling 5,000,000 common shares of WWR for $275,250. A total of 6,478,559 WWR common shares were outstanding prior to this purchase. Pursuant to the terms of the Merger Agreement, WWR then issued an aggregate of 15,258,983 WWR common shares to the shareholders and service providers of CPC. In addition, from the 15,258,983 WWR common shares, 1,492,338 WWR common shares were issued to replace an equal number of shares of common stock of CPC which were being held in escrow as of the date of the Merger with respect to certain CPC services agreements. Upon issuance of these shares, these shareholders together with CPC shareholders prior to the Merger, control approximately 91% of WWR’s issued and outstanding common shares of voting capital stock on a fully diluted basis, and therefore effectively have control of WWR. The remaining approximate 9% of WWR’s issued and outstanding common shares totaling 1,478,559 shares were held by WWR shareholders prior to the merger. Pursuant to the terms of the Merger Agreement, all of the property, rights, privileges, powers and franchises of CPC have vested in WWR; all debts, liabilities and duties of CPC have become the debts, liabilities and duties of WWR; and the separate existence of CPC, as a Nevada corporation, has ceased.

In connection with the Merger Agreement, WWR cancelled 5,000,000 shares of WWR’s common stock purchased by CPC from WWR’s largest shareholder on June 21, 2010 in anticipation of the Merger Agreement, and then issued the aggregate of 15,258,983 shares of its common stock as described above. The purchase of 5,000,000 shares of WWR prior to the Merger Agreement was a private transaction whereby WWR did not issue any shares, and did not receive any of the proceeds. In addition, subsequent to the Merger Agreement, WWR’s former Secretary, Principal Accounting Officer and one of its former directors was assigned all of the assets owned by WWR immediately prior to the execution of the Merger Agreement and has assumed all of the liabilities of WWR immediately prior to the execution of the Merger Agreement.

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2011 and 2010

Note 1 – Organization and description of business - continued

The effect of the Merger is such that effectively a reorganization of the entities occurred for accounting purposes and the Merger is deemed to have been a reverse acquisition. Subsequent to the Merger the financial statements presented are those of a combined CPC and its subsidiaries, as if the Merger Agreement had been in effect retroactively for all periods presented. Immediately following completion of the Merger Agreement, CPC and our shareholders have effective control of WWR, even though WWR has acquired CPC. For accounting purposes, CPC is deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of WWR, i.e. , a capital transaction involving the issuance of shares by WWR for the shares of CPC. Accordingly, the combined assets, liabilities and results of operations of CPC and its subsidiaries became the historical financial statements of WWR at the closing of the Merger Agreement, and WWR assets, liabilities and results of operations were consolidated with those of CPC commencing as of August 23, 2010, the date Articles of Merger were filed with the Nevada Secretary of State. No step-up in basis or intangible assets or goodwill was recorded in this transaction. As this transaction is accounted for as a reverse acquisition, all direct costs of the transaction were charged to additional paid-in capital. All professional fees and other costs associated with transaction were charged to additional paid-in-capital.

On August 23, 2010, World Wide Relics, Inc. formally changed its name to China PharmaHub Corp. Hereafter, WWR, CPC, or any of their subsidiaries are referred to as “We”, “Us,” “Our” or “the Company” unless specific reference is made to a particular entity.

On September 15, 2009, we entered into an Exclusive Business Cooperation Agreement with the PRC National Engineering Research Center for the Development of New Drugs (“NERC”), an establishment under the PRC Ministry of Science, which is supervised by the Institute of Materia Medica and the Chinese Academy of Medical Sciences. Pursuant to the terms of the Exclusive Cooperation Agreement, we shall identify drug candidates in the United States and assist the NERC in obtaining rights to develop and market such candidates in the PRC. The NERC shall (1) identify drug candidates in the PRC that we will develop and market outside of the PRC and/or present to pharmaceutical companies located outside of the PRC and (2) assist us in conducting the necessary preclinical and clinical studies within the PRC with the State Food and Drug Administration (“SFDA”) of various selected worldwide drugs.

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2011 and 2010

Note 1 – Organization and description of business - continued

On January 8, 2010, we commenced a Private Placement Offering pursuant to Rule 506 of Regulation D, promulgated under the Securities Act of 1933, as amended, seeking to raise a maximum of $1,200,000 at $0.60 per share of common stock. Pursuant to offering we sold an aggregate of 1,278,019 shares to 23 investors in exchange for an aggregate $766,812, and we received $682,195 in cash, after commissions and professional fees of $84,617.

On June 15, 2010, we entered into a Definitive Agreement with Dr. David Weaver and Dr. Michael Rynkiewicz (the “Definitive Agreement”) pursuant to which we shall enter into joint ventures with Drs. Weaver and Rynkiewicz to develop and market certain intellectual property including, but not limited to, patents with respect to technologies created by Drs. Weaver and Rynkiewicz; form joint venture entities with Drs. Weaver and Rynkiewicz of which we shall own 35% of any joint venture entities formed. As to one of these joint ventures, Akanas Therapeutics, Inc. (“Akanas Therapeutics”), Drs. Weaver and Rynkiewicz have assigned their rights with respect to certain patents currently being developed to Akanas Therapeutics. We have reimbursed Drs. Weaver and Rynkiewicz for certain costs incurred as of the date of the Definitive Agreement with respect to developing the technology which is the subject of the patents. These patents utilize and analyze the atomic structure of parental antibodies to rapidly and cost-effectively create human antibodies which retain high affinity and avoid provoking a response by the immune system (the “Antibody Technology”).

On June 15, 2010, we incorporated Akanas Therapeutics, Inc, a Nevada corporation (“Akanas Therapeutics”) to develop and market the Antibody Technology. Pursuant to the terms and conditions of the Definitive Agreement, we own a 35% interest in Akanas Therapeutics. Drs. Weaver and Rynkiewicz, who jointly own the remaining 65% of Akanas Therapeutics, have contributed the exclusive rights with respect to the Antibody Technology to Akanas Therapeutics. Akanas Therapeutics is being accounted for as an equity investment of CPC with limited operations since its founding. We have committed to fund Akanas Therapeutics and other joint ventures incorporated with Drs. Weaver and Rynkiewicz with up to an aggregate of $230,000 for reasonably incurred expenses. As of September 30, 2011, we have funded Akanas Therapeutics with $64,963 in cash and 2,460 shares of CPC common stock valued at $1,476, for a total investment of $66,439. The 2,460 shares of common stock were issued to Drs. Weaver and Rynkiewicz pursuant to the Definitive Agreement as a reimbursement for their previous expenses incurred with respect to the Antibody Technology and have been treated as an investment in Akanas Therapeutics for accounting purposes. Investment in the common stock of Akanas Therapeutics is accounted for by the equity method (Note 5).

On June 30, 2010, we incorporated MediTherX, Inc, a Nevada corporation (“MediTherX”) to focus upon the development and commercialization of Epidermal Growth Factor Receptor (“EGFR”) human antibodies which were developed by Drs. Weaver and Rynkiewicz with the Beijing Biotechnology Institute. Pursuant to the terms and conditions of the Definitive Agreement, we own a 35% interest in MediTherX and Drs. Weaver and Rynkiewicz jointly own the remaining 65%. MediTherX will be accounted for as an equity investment of CPC. As of September 30, 2011, MediTherX has commenced minimal operations. Investment in the common stock of MediTherX, Inc. is accounted for by the equity method (Note 5).

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2011 and 2010

Note 1 – Organization and description of business - continued

On July 1, 2010, we entered into a Cooperation Agreement to form a strategic partnership with Chengdu Yongkon Pharmacy Co., Ltd. (“Chengdu Yongkon”), pursuant to which the Company shall identify pharmaceutical products and medical devices produced by third parties in regions outside of the PRC and negotiate with such third parties the terms to sell such products and devices in the PRC through Chengdu Yongkon’s established distribution channels, upon terms which shall be mutually agreed upon between PharmaHub and Chengdu Yongkon on a project by project basis.

On July 1, 2010, we entered into a Cooperation Agreement to form a strategic partnership with the Sichuan Provincial government through the Sichuan Technical Exchange Center, a subsidiary of the Sichuan Provincial Science & Technology Department, focusing upon the bio-pharmaceutical and medical device industries to promote technological exchange and transfer between the PRC and the U.S.

On August 17, 2010, we entered into an Exclusive Distributor Agreement with MO-SCI Corp., pursuant to which we obtained the exclusive rights to market and sell high precision glass spheres in the Greater China Region, Singapore, Malaysia, and Bangladesh.

On August 19, 2010, we incorporated True Value Capital, Inc., (“TVC”) a Nevada corporation, as a wholly owned subsidiary.

On November 15, 2010, we entered into an Exclusive Distributor Agreement with Illumibrite LLC (“Illumibrite”) for four years expiring on December 31, 2014, pursuant to which the Company is appointed to act as the exclusive distributor within the territory that includes PRC, Hong Kong, Taiwan and Macau, for the promotion, sale and delivery of products manufactured or marketed by Illumibrite, which include the Illumibrite Professional Teeth Whitening System and the Gel Savers Trays. The Company and Illumibrite mutually agreed to terminate this agreement in September 2011.

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2011 and 2010

Note 1 – Organization and description of business - continued

On December 3, 2010, we entered into a Cooperation Agreement with Guangzhou Baidi Biotechnology to identify suitable projects for Guangzhou Baidi Biotechnology outside China.

On December 22, 2010, we entered into a Cooperation Agreement with Chengdu Yunke Pharmaceutical in which we will obtain suitable projects for Chengdu Yunke outside China.

On December 23, 2010, we entered into a Cooperation Agreement with Xiangxue Pharmaceutical to identify and pursue suitable projects for Xiangxue outside China.

On January 5, 2011, the Company formed a subsidiary CPC NuLife, Inc. in the state of Nevada, of which CPC owns 92%, to focus on the development and commercialization of irradiated microsphere device treating malignant tumors. The remaining 8% is owned by two of CPC’s advisors.

On March 7, 2011, the Company formed a subsidiary, Universal Blood Technology, Inc. in the state of Nevada, of which the Company owns 90%. The remaining 10% was owned by Shellwater & Co., a nominee of the Regents of the University of California. This corporation is in the process of being dissolved.

On March 15, 2011, the Company announced that it has signed an exclusive worldwide license agreement with the University of California, for worldwide rights to develop, commercialize and market a universal donor blood product derived from embryonic stem cells developed by UCSD Associate Professor of Medicine and Pediatrics Dr. Ewa Carrier.

On May 2, 2011, we formed NatureSmart Technology, Inc. in the state of Nevada to focus on the marketing and sales of bio-fertilizer. We own 70% of this entity. The remaining 30% is owned by investor Qi Fa Zhang.

On May 6, 2011, we formed Marco Polo Hub, LLC in the state of Nevada, of which we own 100%, to conduct internet and retail sales and marketing of nutraceuticals with an initial focus on dental and oral hygiene products.

Management has evaluated their relationships with their various strategic partners, business cooperation partners, exclusive marketing rights and license rights partners, and distribution partners and has determined that as of December 31, 2011 and 2010 they have no labiality with respect to these partners, nor do these partners have a liability with respect to the Company.

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2011 and 2010

Note 2 - Summary of Significant Accounting Policies

Principles of consolidation

The consolidated financial statements of CPC reflect the activities of the following subsidiaries:

Subsidiary		Percentage Of Ownership
True Value Capital, Inc.	Nevada corporation		100	%
CPC Nulife, Inc.	Nevada corporation		92	%
Universal Blood Technology, Inc.	Nevada corporation		90	%
NatureSmart Technology, Inc.	Nevada corporation		70	%
Marco Polo Hub, LLC	Nevada company		100	%

True Value Capital, Inc. was incorporated on August 19, 2010.

CPC NuLife, Inc. was incorporated on January 5, 2011.

Universal Blood Technology, Inc. was incorporated on March 7, 2011, and is in the process of being dissolved..

NatureSmart Technology, Inc. was incorporated on May 2, 2011.

Marco Polo Hub, LLC was formed on May 6, 2011.

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. All significant inter-company transactions and accounts have been eliminated in the consolidation.

Non-Controlling Interest

“Non-controlling interest” represents the minority members’ or shareholders proportionate share of the equity of NatureSmart Technology, Universal Blood Technology, and CPC Nulife. The Parent’s controlling interest in NatureSmart Technology, Universal Blood Technology, and CPC Nulife requires that their operations be included in the consolidated financial statements. The equity interest of NatureSmart Technology, Universal Blood Technology, and CPC Nulife that is not owned by the Parent is shown as non-controlling interest in the consolidated financial statements.

Development Stage Enterprise

At December 31, 2011, the Company’s business operations had not fully developed and the Company is highly dependent upon funding and therefore is considered a development stage enterprise.

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2011 and 2010

Note 2 - Summary of Significant Accounting Policies - continued

Foreign Currency Translation

Assets and liabilities of subsidiaries operating in foreign countries are translated into U.S. dollars using both the exchange rate in effect at the balance sheet date or historical rate, as applicable. Results of operations are translated using the average exchange rates prevailing throughout the year. The effects of exchange rate fluctuations on translating foreign currency assets and liabilities into U.S. dollars are included in a separate component of stockholders’ equity (accumulated other comprehensive loss), while gains and losses resulting from foreign currency transactions are included in operations as other (income) expense.

The Company has no foreign subsidiaries as of December 31, 2011 and December 31, 2010.

Use of Estimates

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

Reclassifications

Certain amounts in the years ended December 31, 2010 financial statements have been reclassified to conform to the current year ended December 31, 2011 presentation.

Cash and Cash Equivalents

Cash and cash equivalents include cash in hand and cash in time deposits, certificates of deposit and all highly liquid debt instruments with original maturities of three months or less. At December 31, 2011, cash and cash equivalents amounted to $186,259. At December 31, 2010, cash and cash equivalents amounted to $640,773, of which $374,828 was with a bank in China.

Cash in bank deposited with bank in China are not insured.

Equipment

Equipment is stated at cost less accumulated depreciation and amortization. Maintenance and repairs are charged to operations as incurred. Depreciation and amortization are based on the straight-line method over the estimated useful lives of the related assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the accounts, and any resulting gain or loss is reflected in operations in the period realized.

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2011 and 2010

Note 2 - Summary of Significant Accounting Policies - continued

Depreciation

Depreciation is computed on the straight-line method net of salvage value with useful lives as follows:

Computer equipment and software 3 - 5 years

Equity Investments

We account for equity investments using the equity method unless the value of such investment has been determined to be other than temporarily impaired, in which case we write the investment down to its impaired value. Our policy is to review our investments periodically for impairment and make appropriate reductions in carrying value when an other-than-temporary decline is evident; however, for non-marketable equity securities, the impairment analysis requires significant judgment. During a review, we evaluate the financial condition of the issuer, market conditions, and other factors providing an indication of the fair value of the investments. Adverse changes in market conditions or operating results of the issuer that differ from expectations could result in additional other-than-temporary losses in future periods.

Revenue Recognition

We follow the guidance of ASC Topic 605, formerly, SAB 104 for revenue recognition. In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.

Revenues from services are recognized when the services are performed, evidence of an arrangement exists, the fee is fixed and determinable and collectability is probable. In circumstances when these criteria are not met, revenue recognition is deferred until resolution occurs.

Income Taxes

We account for income taxes under ASC Topic 740, “Accounting for Income Taxes”. The Topic requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax loss carry-forwards. The topic additionally requires the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Deferred income taxes are determined using the liability method for the temporary differences between the financial reporting basis and income tax basis of our assets and liabilities. Deferred income taxes are measured based on the tax rates expected to be in effect when the temporary differences are included in our tax return. Deferred tax assets and liabilities are recognized based on anticipated future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases.

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2011 and 2010

Note 2 - Summary of Significant Accounting Policies - continued

We present basic earnings (loss) per share and, if appropriate, diluted earnings per share in accordance with ASC Topic 260, “Earnings per Share”. Under the topic basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted-average number of shares outstanding during the period. Diluted net income per share is computed by dividing net income for the period by the weighted-average number of common share equivalents during the period. At December 31, 2011 there were no options or warrants outstanding.

Stock-Based Compensation

We have adopted FASB Accounting Standards Codification Topic 718-10, “Compensation- Stock Compensation” (“ASC 718-10”) which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees and directors. Under the fair value recognition provisions of ASC 718-10, stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the vesting period.

Determining the fair value of stock-based awards at the grant date requires considerable judgment, including estimating the expected future volatility of our stock price, estimating the expected length of term of granted options and selecting the appropriate risk-free rate.

Fair Value of Financial Instruments

The carrying amounts reported in the balance sheet for cash, accounts receivable and payable approximate fair value based on the short-term maturity of these instruments.

Fair value of certain of our financial instruments, including cash and cash equivalents, inventory, account payable, accrued expenses, notes payables, and other accrued liabilities, approximate cost because of their short maturities. We measure and report fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments.

Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of nonperformance, which includes, among other things, our credit risk.

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2011 and 2010

Note 2 - Summary of Significant Accounting Policies - continued

Fair Value of Financial Instruments - continued

Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:

Level 1 - Quoted prices (unadjusted) in active markets those are accessible at the measurement date for identical assets or liabilities;

Level 2 - Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3 - Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair values.

Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using

significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income.

Intangible Assets

We account for intangible assets in accordance with the provisions of ASC Topic 350, “Goodwill and Other Intangible Assets,” which requires intangible assets with indefinite useful lives not be amortized, but be tested for impairment annually or whenever indicators or impairments arise. Intangible assets that have finite lives continue to be amortized over their estimated useful lives. The Company did not have intangible assets as of December 31, 2011 and 2010.

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2011 and 2010

Note 2 - Summary of Significant Accounting Policies - continued

Research and Development

Research and development costs are expensed as incurred and to be included in general and administrative expenses. Research and development costs are incurred on a project specific basis. We had no research and development expenses for any periods covered by these financial statements.

Recent Accounting Pronouncements

The following is a list of recent accounting pronouncements summarized below:

In October 2009, the FASB issued Accounting Standards Update ("ASU") No. 2009-13, "Multiple- Deliverable Revenue Arrangements a consensus of the FASB Emerging Issues Task Force," ("ASU 2009-13"). This update provides amendments to the criteria of ASC 605, "Revenue Recognition," for separating consideration in multiple- deliverable arrangements. The amendments to this update establish a selling price hierarchy for determining the selling price of a deliverable. This Accounting Standards Update will be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. Alternatively, an entity can elect to adopt this standard on a retrospective basis. The Company adopted the measurement requirements of this guidance prospectively with no impact to the financial statements.

In May 2011, the FASB issued ASU No. 2011-04 which relates to fair value measurement (FASB ASC Topic 820), which amends current guidance to achieve common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards. The amendments generally represent clarification of FASB ASC Topic 820, but also include instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. The guidance also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This guidance is effective during interim and annual periods beginning after December 15, 2011 and is to be applied prospectively. The adoption of this standard will not materially impact the Company's financial statement statements.

In June 2011, the FASB issued Accounting Standards Update No. 2011-5, Presentation of Comprehensive Income. This standard requires presentation of the items of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive, statements of net income and other comprehensive income. The new requirements are effective for fiscal years beginning after December 15, 2011. Early adoption is permitted and full retrospective application is required. The Company does not expect a significant impact on the Company's financial positions as a result of adoption of these new requirements.

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2011 and 2010

Note 2 - Summary of Significant Accounting Policies - continued

Recent Accounting Pronouncements - continued

In September 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-08, Intangibles — Goodwill and Other (Topic 350). This Accounting Standards Update amends FASB ASC Topic 350. This amendment specifies the change in method for determining the potential impairment of goodwill. It includes examples of circumstances and events that the entity should consider in evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company is currently evaluating the future impact this ASU will have on their consolidated financial position and results of operations.

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

Note 3 – Going Concern

Note 4 – Inventory

The Company has purchased a total of $19,453 in tooth whitening products as of December 31, 2011 with the intention of marketing these products in the subsequent fiscal year. These products are purchased as finished goods and accounted for as inventory as of December 31, 2011.

Note 5 – Equipment

Equipment consisted of the following:

	December 31, 2011			December 31, 2010
Equipment	$	24,920		$	22,375
Less accumulated depreciation		(5,907	)		(1,119	)
	$	19,013		$	21,256

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2011 and 2010

Note 5 – Equipment - continued

Depreciation expense for the years December 31, 2011 and 2010 totaled $4,788 and $1,119 respectively. Depreciation expense since inception (July 9, 2009) through December 31, 2011 totaled $5,907.

Note 6 – Prepaid Expenses

There were no prepaid expenses as of December 31, 2011. Prepaid expenses totaled $3,641 as of December 31, 2010 and consisted of prepaid rent.

Note 7 – Other Receivable – Related Party

As of December 31, 2011, we had advanced $23,858 to a related party in China to pay certain expenses for us as they are necessary. The expenses include rent on an apartment, utilities for the apartment, and consulting fees to our webmaster consultant. As of December 31, 2010, this amount was included in other receivables – related party.

Note 8 - Investment In Non-Controlling Interest

Akanas Therapeutics, Inc.

We have analyzed our investment in Akanas Therapeutics, Inc. for the year ended December 31, 2011 in accordance of “Investments – Equity Method and Joint Ventures” (ASC 323). The table below reconciles our investment amount and equity method amounts to the amount on the accompanying balance sheet.

August 2010, initial investment	$	66,439
Equity in loss for year ended December 31, 2010		(24,277	)
Investment balance, December 31, 2010		42,162
Equity in loss for year ended December 31, 2011		(13,474	)
Investment balance, December 31, 2011	$	28,688

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2011 and 2010

Note 8 - Investment In Non-Controlling Interest - continued

MediTherX, Inc.

We have analyzed our investment in MediTherX, Inc. for the period ended December 31, 2011 in accordance of “Investments – Equity Method and Joint Ventures” (ASC 323. The table below reconciles our investment amount and equity method amounts to the amount on the accompanying balance sheet.

December 2010, initial investment	$	325
Equity in loss for year ended December 31, 2010		(114	)
Investment balance, December 31, 2010		211
Equity in loss for year ended December 31, 2011		(211	)
Investment balance, December 31, 2011	$	- 0 -

Note 9 – Stockholders’ Equity

Prior to the Merger Agreement, and the Merger, the following equity transactions were recorded by CPC for cash and services:

On August 10, 2009, CPC received $20,000 in cash, with respect to the issuance of 12,000,000 common shares of CPC.

In connection with CPC’s founding, CPC issued 100,000 shares of common stock for services valued at $0.00167 for a total of $167.

		On November 1, 2009, CPC received $200 in cash, with respect to the issuance of 120,000 common shares of CPC.

		On January 5, 2010, CPC approved a limited and nonpublic offering of shares of CPC’s common stock to “Accredited Investors” only, pursuant to Sections 4(2) and 4(6) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder and applicable state securities laws. CPC received $682,195 in cash, after commissions and professional fees of $84,617, with respect to the issuance of 1,278,019 common shares of CPC at $0.60 per share.

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2011 and 2010

Note 9 – Stockholders’ Equity - continued

		In January 2010 CPHC, CPHC entered into four agreements for consulting services with three individuals and a Florida limited liability company. These agreements provide for services to be rendered over periods ranging from 44 to 46 months. Pursuant to the terms of the agreements, CPHC agreed to sell an aggregate of 1,720,885 shares of common stock to the service providers, for cash in the aggregate amount of $2,872, or $0.00167 per share. Such shares have been allocated in accordance with the proportional share purchases among the four service providers. These shares upon their issuance have been held by CPHC in escrow to be released quarterly based upon the performance of services as provided under agreements. Upon release these shares are then accounted for at their then market value. Upon achievement of the quarterly performance criteria CPHC releases from escrow a proportional amount of shares based upon each service agreement. If the service agreement(s) should be cancelled, the service provider is refunded any unearned shares at the original purchase price of $0.00167 per share, after which CPHC cancels these shares. Prior to the Merger Agreement, and the Merger, CPHC released 231,543 shares of CPHC's common stock valued at $0.60 per share, less the purchase price of $0.00167 per share, or $138,541, upon completion of required services. Subsequent to the Merger, during the year ended December 31, 2010, CPHC released 223,449 shares of CPHC's common stock valued at $0.60 per share, less the purchase price of $0.00167 per share, or $133,697. During the year ended December 31, 2011, CPHC released 182,608 shares of CPHC's common stock valued at $0.60 per share, less the purchase price of $0.00167 per share, or $109,260. Subsequent to the Merger, during the year ended December 31, 2010, two contracts with 36,950 and 71,551 unearned shares remaining, valued at the purchase price of $0.00167 per share or $62 and $119, respectively were cancelled. During the year ended December 31, 2011 a contract with 640,000 unearned shares remaining, valued at the purchase price of $0.00167 per share or $1,069, was cancelled. As of December 31, 2011, a total of 334,784 shares were held in escrow.

		In February 2012 the Company terminated the service agreement for the service provider due the remaining 334,784 shares held in escrow due to the service provider not providing services in accordance with the provisions of the service agreement originally entered into on January 25, 2010.

In January 2010 CPC issued 20,000 shares of common stock for services valued at $0.60 per share, or $12,000.

During April and May 2010 CPC issued 20,000 shares of common stock upon entering into two consulting agreements with members of its Scientific Advisory Board (“SAB”). These contracts had a one year service commitment from the various dates of entry into the agreements. Under these contracts each member of the SAB received 10,000 shares for services valued at $0.60 per share, for a total of $12,000. These shares were expensed upon issuance.

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2011 and 2010

Note 9 – Stockholders’ Equity - continued

During the three months ended March 31, 2010 CPHC entered into five consulting agreements with members of its Scientific Advisory Board (“SAB”). These contracts had a one year service commitment from the various dates of entry into the agreements. Under these contracts each member of the SAB received 10,000 shares of CPHC’s common stock valued at $0.60 per share, for a total value of $30,000, with respect to all of the contracts. These shares were expensed upon issuance.

On June 1, 2010, CPC entered into a service agreement that is to last four years until May 31, 2014. This agreement calls for the issuance of 3,125 shares per month during any month in which service is provided. On June 1, 2010, CPC issued 3,125 shares of common stock for services valued at $0.60 per share, for a total of $1,875. No other shares were issued by CPC with respect to this service agreement .

Subsequent to the Merger Agreement, and the Merger, the following equity transactions were recorded by the Company:

In July 2010, the Company issued 2,460 shares of its common stock valued at $0.60 per share, or $1,476, towards the purchase of its equity investment in Akanas Therapeutics.

		On August 4, 2010, the Company closed upon a private placement of its shares of common stock pursuant to Regulation S of the Securities Act of 1933, as amended. A total of 1,000,000 shares were sold to non-U.S. investors at $0.60 per share. The net proceeds from the sale, after finder’s fee and estimated offering costs totaling $60,000, was $540,000.
		On August 17, 2010, the Company approved the issuance of 10,000 shares of common stock for services valued at $0.60 per share, or $6,000, to a SAB Board member. These shares were expensed upon issuance.
		On August 01, 2010, the Company approved the issuance of 20,000 shares of common stock for services contracts with a one year commitment to two SAB members. As of December 31, 2010, the Company had not issued shares to the two shareholders but had accrued $5,000 as professional expense. During the year ended December 31, 2011 the Company has expensed an additional $7,000 in services related to this contract. During the year ended December 31, 2011 the Company has issued 15,000 shares of common stock valued at $0.60 per share, for a total value of $9,000, and we accrued another $3,000 for shares owed as of December 31, 2011.

In connection with the Merger Agreement, and the Merger, the shareholders of WWR prior to the Merger retained 1,478,559 shares of CPC.

On August 13, 2010 we approved the increase in the number of our authorized common shares from 25,000,000 shares to 100,000,000 shares.

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2011 and 2010

Note 10 – Stock Based Compensation

2011 Stock Option Plan

Our board of directors adopted and approved our 2011 Stock option Plan (“the Plan”) on August 31, 2011, which provides for the granting and issuance of up to two million (2,000,000) shares of our common stock. As of December 31, 2011, we have not granted any options to purchase any shares of common stock.

Our Stock Option Committee (“the Committee”) administers our Plan and performs the administration function of the Plan. The Committee has the authority to construe and interpret provisions of the Plan as well as to determine the terms of an award. Our board of directors may amend or modify Plan at any time. However, no amendment or modification shall adversely affect the rights and obligations with respect to outstanding awards unless the holder consents to that amendment or modification.

The Plan permits us to grant Non-Statutory stock options to our employees, directors and consultants. The options issued under this Plan are intended to be Non-Qualified Stock Options exempt from Code Section 409A for employees of the Company..

The duration of a stock option granted under our Plan cannot exceed five years. The exercise price of an incentive stock option cannot be less than 110% of the fair market value of the common stock on the date of grant.

The Plan administrator determines the term of stock options granted under our Plan, up to a maximum of ten years, except in the case of certain events, as described below. Unless the terms of an optionee's stock option agreement provide otherwise, if an optionee's relationship with us ceases for any reason other than disability or death, the optionee may exercise any vested options for a period of ninety days following the cessation of service. If an optionee's service relationship with us ceases due to disability or death the optionee or a beneficiary may exercise any vested options for a period of 12 months in the event of disability or death.

Unless the Plan administrator provides otherwise, options generally are not transferable except by will, the laws of descent and distribution, or pursuant to a domestic relations order. An optionee may designate a beneficiary, however, who may exercise the option following the optionee's death.

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2011 and 2010

Note 11 – Commitments

We currently lease office space at 1 Broadway-14th Floor, Cambridge, MA on a month-to-month basis. Basic monthly charges are $840 per month. Included in the total deposits of $3,554 is a rent deposit of $790 with respect to the premises.

We entered into an office lease at 20955 Pathfinder Road, Suite 100, Diamond Bar, CA as of September 29, 2010. This lease is on a month –to- month basis. Basic monthly charges are $1,290 per month. Included in the total deposits of $3,554 is a rent deposit of $1,540 with respect to the premises.

Total rent expense was $35,992 and $13,977 for the years ended December 31, 2011 and 2010, respectively, and is included in our statements of operations in general and administrative expense. During the year ended December 31, 2011 the Company rented space in China on a month to month basis. There is not office space being rented in China as of December 31, 2011.

The Company has entered into three service agreements with for scientific advisory and business development in China. Two of the agreements are for scientific advisory services that commenced in the year ended December 31, 2010. The other agreement is for strategic business advisory services that also commenced in the year ended December 31, 2010 that concludes four years later on May 31, 2014. The following is a summary of these agreements:

A scientific advisory agreement called for a period of twelve months of service concluded in November 2011. This agreement required four payments of 2,500 shares of our common stock every three months, totaling 10,000 shares of common stock for the term of the agreement. As of December 31, 2011 the shares have not been issued. The Company has valued the shares at the market rate at the conclusion of the agreement of $0.60 per share or $6,000. The common shares owed under this agreement, totaling $6,000, have been accrued as of December 31, 2011. The expense for this agreement is included in professional fees.

A scientific advisory agreement called for a period of twelve months of service concluded in August 2011. This agreement required monthly cash payments of $200, totaling $2,400, and the issuance of 10,000 shares of common stock for the term of the agreement. As of December 31, 2011 the cash has not been paid and the shares have been issued. The Company has valued the shares at the market rate at the conclusion of the agreement of $0.60 per share or $6,000. The cash owed under this agreement, totaling $2,400, have been accrued as of December 31, 2011. The expense for this agreement is included in professional fees.

A strategic business advisory agreement called for a period of four years concluding in May 2014. This agreement required the monthly issuance of 3,125 shares of common stock for the term of the agreement. As of December 31, 2011 the shares have not been issued, except for the first month. The Company has accrued $33,750 in expense related to this agreement as of December 31, 2011.

Note 12 – Income Tax

The Company accounts for income taxes pursuant to the accounting standards that requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. Additionally, the accounting standards require the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Realization of deferred tax assets, including those related to the net operating loss carryforwards, are dependent upon future earnings, if any, of which the timing and amount are uncertain.

Accordingly, the net deferred tax asset related to the net operating loss carryforward has been fully offset by a valuation allowance. The Company is governed by the Internal Revenue Code of the United States.

CHINA PHARMAHUB CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2011 and 2010

Note 12 – Income Tax - continued

The Company has incurred an aggregate net operating loss of approximately $1,230,000 for income tax purposes through December 31, 2011, subject to the Internal Revenue Code Section 382, which places a limitation on the amount of taxable income that can be offset by net operating losses after a change in ownership. Such change in ownership could have resulted from the Merger. The net operating loss carries forward for United States income taxes, and may be available to reduce future years’ taxable income. These carryforwards will expire, if not utilized, through 2031. Management believes that the realization of the benefits from these losses appears not more than likely due to the Company’s limited operating history and due to foreseeable continuing losses for United States income tax purposes. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset, resulting from the net operating loss, to reduce the asset to zero. Management will review this valuation allowance periodically and make adjustments as warranted.

The table below summarizes the differences between the statutory federal rate and the Company’s effective tax rate as follows:

	For the year Ended December 31, 2011		For the year ended December 31, 2010		For the period from inception (July 9, 2009) through December 31, 2011
U.S. statutory rates		(34%)		(34%)	(34%)
State tax provision		(9%)		(9%)	(9%)
Permanent differences		2%		1%	2%
Valuation allowance on net operating loss benefit		41%		42%	41%
Provision for income tax		-		-	-

The Company’s deferred tax asset as of December 31, 2011 and 2010 is as follows:

	For the years ended December 31,
	2011			2010
Deferred tax asset:
Net operating loss carryforward	$	528,000		$	290,000
Temporary differences		34,000			10,000
Total gross deferred tax asset		562,000			290,000
Less: valuation allowance		(562,000	)		(290,000	)
Net deferred tax asset	$	-		$	-

Note 13 - Subsequent Events

In accordance with Accounting Standards Codification (ASC) topic 855-10 “Subsequent Events”, the Company has evaluated subsequent events after the balance sheet date, through the issuance of the financial statements, for appropriate accounting and disclosure The Company has determined that there were no such events that warrant disclosure or recognition in the financial statements.

Attached files

China PharmaHub Corp. Reports

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