UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~November~~February 315, ~~2010~~2011

HUIFENG BIO-PHARMACEUTICAL TECHNOLOGY, INC.

(Exact name of Registrant as specified in its charter)

Nevada	000-32253	87-0650264

(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification Number)

of incorporation)

16B/F Ruixin Bldg., No. 25 Gaoxin Road

Xi’an, Shaanxi Province, China 710075

(Address of principal executive offices)

86-29-8822 4682

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act  Soliciting material pursuant to Rule 14a-12 under the Exchange Act  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

oItem 4.02. Non-Reliance ~~Soliciting~~on ~~material~~Previously ~~pursuant~~Issued toFinancial ~~Rule~~Statements ~~14a-12~~or ~~under~~a Related ~~the~~Audit ~~Exchange~~Report ~~Act~~or Completed Interim Review.

oOn February ~~Pre-commencement~~15 ~~communications~~, ~~pursuant~~the toboard ~~Rule~~of ~~14d~~directors of Huifeng Bio-2Pharmaceutical Technology, Inc (bthe “Company”), ~~under~~based on the ~~Exchange~~recommendation ~~Act~~of the audit committee and in consultation with management, concluded that, because of inadvertent errors identified in the Company’s previously issued financial statements for the fiscal year ended December 31, 2009 and the first three fiscal quarters of 2010, the Company will restate its previously issued financial statements, including the quarterly data for fiscal years 2010 and its selected financial data for the relevant periods. Accordingly, investors should no longer rely upon the Company’s previously released financial statements for these periods and any earnings releases or other communications relating to these periods.

oAs discussed ~~Pre~~below, management discovered these non-~~commencement~~cash ~~communications~~errors ~~pursuant~~during an internal review to ~~Rule~~prepare ~~13e-4~~responses to comments the Company received from the Securities and Exchange Commission (cthe “SEC”) ~~under~~regarding the ~~Exchange~~SEC’s ~~Act~~review of the Company’s Form 10-K for the year ended December 31, 2009 and the year-end financial statements and audit. In response to the SEC comment letter, the audit committee of the Company’s board of directors initiated an internal review to determine the existence of and reason for errors and determined errors in the classification of certain warrants and the accounting treatment of the modification of certain convertible notes. In summary, as discussed more particularly below, the outstanding warrants should be classified as liability according to ASC 815-40, which became effective on January 1, 2009. The Company erroneously classified the warrants as equity for the relevant periods. The modification of convertible promissory notes originally issued on December 31, 2007 should have been treated as an extinguishment of debt pursuant to ASC 405-20.

~~ITEM~~None of ~~1.01—ENTRY~~the ~~INTO~~financial Astatement ~~MATERIAL~~errors ~~DEFINITIVE~~implicate ~~AGREEMENT~~misconduct with respect to the Company or its management or employees, which were based on a misunderstanding of applicable accounting rules.

AThe amounts disclosed below are the effect of these errors on each reporting period. ~~Financing~~ The ~~and~~impact ~~Construction~~of the individual errors will be disclosed in more detail in the ~~Agreement~~Company’s restated financial statements. The adjustments necessary to correct the non-cash errors will have no effect on reported cash flow from operations.

~~On November~~The ~~8, 2010, Huifeng Bio-Pharmaceutical Technology, Inc., a Nevada corporation (the “~~Company~~”),~~ ~~through~~has ~~its~~discovered ~~wholly-owned subsidiary, Xi’an Huifeng-Bio-Technic, Inc., a company organized and operating under~~ the ~~laws~~following of the Peoples' Republic of China ("PRC"), entered into a Financing and Construction Agreement with Xi’an Jucheng Investment & Consulting Co., Ltd. (“Jucheng”), a company organized and operating under the laws of the PRC (the “Agreement”).errors:

~~Pursuant~~Warrant to the Agreement, Jucheng has agreed to provide financing for the construction of a COS Standard Diosmin Plant adjacent to the Company's current plant in Xi'an in accordance with the requirements of the Diosmin Plant Construction Working Drawings provided by Huifeng Bio-Technic, including synthetic workshop, cleaning workshop, air-conditioning workshop and water purification workshop. Jucheng is responsible for obtaining construction bids and selecting the construction company. The project has a budget of $3,900,000, which shall be paid by Jucheng. Huifeng Bio-Technic is responsible for hiring professional personnel to supervise the project for compliance with the Diosmin COS Standards.Liabilities

~~The~~On ~~construction~~December ~~period~~31, is2007, ~~eight~~the ~~months~~Company issued warrants in connection with the issuance and sale of convertible promissory notes. AThe ~~penalty~~warrants ofwere classified 1%as ofequity in the ~~total~~Company’s audited financial statements for fiscal ~~construction~~years ~~fee~~2007, ~~shall~~2008 beand ~~imposed~~2009. On ~~against~~January ~~Jucheng~~1, ~~for~~2009, ~~each~~FASB ~~day~~ASC ~~completion~~Topic is815, ~~delayed~~entitled ~~unless~~“Derivatives ~~the~~and ~~delay~~Hedging” (“ASC 815”) (previously EITF 07-5, “Determining Whether an Instrument (or Embedded Feature) is ~~caused~~Indexed byto ~~certain~~an Entity’s ~~circumstances~~Own ~~described~~Stock”)), inbecame effective, ASC 815 constitutes new guidance for instruments indexed to an entity’s own stock and the resulting ~~Agreement~~liability or equity classification. In ~~consideration~~the ~~for~~context ~~its~~of ~~services~~responding to the SEC’s comment letter, the Company ~~has~~performed ~~agreed to~~an ~~issue~~assessment toof ~~Jucheng~~these ~~6,500,000~~warrants and ~~shares~~concluded ofthat the ~~Company’s~~warrants ~~restricted~~are ~~common~~within ~~stock,~~the scope of ASC 815. Accordingly, ASC 815 should have been adopted as of ~~which~~January 1,~~500,000~~ 2009 ~~shares~~by ~~shall~~classifying ~~remain~~the ~~restricted~~warrants ~~until~~as ~~Huifeng~~liabilities ~~Bio-Technic~~measured at fair value with ~~approves~~changes in fair value recognized in earnings for each reporting period and recording ~~accepts~~a cumulative-effect adjustment to the ~~Plant~~opening ~~after~~balance ~~its~~of ~~completion~~retained earnings.

~~The~~We have ~~foregoing~~calculated ~~description~~the fair value of the ~~Financing~~warrants ~~and~~at ~~Construction~~the ~~Agreement~~date ~~does~~of ~~not~~adoption of ASC 815 as ~~purport~~well toas beat ~~complete~~March 31, 2010, June 30, 2010 and isSeptember ~~qualified~~30, in2010, ~~its~~utilizing ~~entirety~~a Black-Scholes-Merton bystock anoption ~~English~~valuation model. Based on our ~~translation~~calculations and assessment of the ~~Agreement~~materiality, ~~attached~~we ~~hereto~~have concluded that our previously filed Annual Report on Form 10-K for the year ended December 31, 2009 as ~~Exhibit~~well as our previously filed Quarterly Reports on Form 10.1-Q ~~and~~for ~~incorporated~~the quarters ~~herein~~ended byMarch ~~reference~~31, June 30 and September 30, 2010 require restatement.

~~B. Debt~~Extinguishment ~~Payment~~of ~~Agreement.~~Debt

On ~~April~~ 30December 24, ~~2010~~2009, the Company's ~~subsidiary Xi’an~~and ~~Huifeng~~the ~~Bio-Technic~~remaining ~~Inc.~~six holders holding convertible promissory notes totaling $1,800,000, entered into a ~~Loan~~note ~~Agreement~~amendment ~~with~~agreement that ~~Xi’an~~(i) ~~Runfeng~~extended ~~Investment~~the maturity date of the Notes to June 30, ~~Ltd.~~2011, ~~Co.~~(ii) ~~pursuant~~reduced tothe ~~which~~conversion ~~Runfeng~~price ~~loaned~~of the ~~subsidiary~~Notes from $~~499~~1.00 to $0.80, (iii) reduced the exercise price of warrants to purchase 450,000 shares of common stock from $1. ~~The~~50 to ~~loan~~$1.00, ~~was~~(iv) ~~due~~extended the term of the warrants to December 31, 2011, and (v) ~~payable~~established a repayment schedule beginning on ~~October~~April 30, 2010 ~~and~~with ~~earned~~the ~~interest~~entire remaining atbalance payable on June 30, 2011. In addition, the Company agreed to issue the holders an ~~annual~~aggregate ~~interest~~of ~~rate~~450,000 shares of common stock in 7consideration for entering into the amendment.2% The Company timely disclosed the note modifications in its Form 10-K for the year ended December 31, 2009.

OnThe ~~November~~Company 3,has ~~2010,~~performed ~~Xi’~~an ~~Huifeng~~assessment ~~Bio-Technic~~of ~~Inc.~~this ~~and~~transaction ~~Xi’an~~in ~~Runfeng~~accordance ~~Investment,~~with ASC ~~Ltd.~~470-50 ~~Co.~~“Modification ~~entered~~and ~~into~~Extinguishments” aand ~~Debt~~ASC ~~Payment~~405-20 ~~Agreement~~“Extinguishment of Liabilities,” ~~pursuant~~and todetermined ~~which~~that ~~Runfeng~~by ~~agreed~~applying the 10% cash flow test the tooriginal ~~accept~~and ~~861,606~~new ~~shares~~convertible notes were substantially different and that as a result the modification of the ~~Company~~convertible inpromissory ~~full~~notes ~~payment~~should ~~for~~have ~~all~~been treated as an extinguishment of debt. As a result, the Company has ~~outstanding~~determined ~~principal~~that ~~and~~its ~~interest~~previously ~~due~~filed ~~under~~Annual ~~the~~Report ~~Loan~~on ~~Agreement,~~Form ~~which~~10-K atfor the year ~~October~~ended 30December 31, ~~2010~~2009 ~~was~~as ~~$516,964. The~~well ~~Company's~~as ~~Board~~our ofpreviously ~~Directors~~filed Quarterly Reports on ~~ratified~~Form ~~and~~10-Q ~~approved~~for the ~~Debt~~quarters ~~Payment~~ended ~~Agreement~~March ~~and~~31, ~~authorized~~June ~~the~~30 ~~issuance~~and ~~of the~~September ~~shares~~30, to2010 require ~~Runfeng~~restatement.

~~ITEM~~Expected ~~3.02—~~impact ~~UNREGISTERED~~of ~~SALES~~the ~~OF EQUITY SECURITIES.~~restatement

AsThe ~~described~~estimated innecessary ~~Item~~adjustments ~~1.01(A)~~to ofthe ~~this~~Company’s ~~Report~~consolidated onbalance ~~Form~~sheets ~~8-K,~~and statements ~~pursuant~~of tooperations ~~the~~are ~~Financing and~~summarized ~~Construction~~in ~~Agreement~~the ~~between~~tables ~~the~~below. The Company's ~~wholly-owned~~is still ~~subsidiary,~~in ~~Xi’an Huifeng-Bio-Technic,~~the ~~Inc.~~process ~~and~~of ~~Xi’an~~completing ~~Jucheng~~its ~~Investment~~review &of ~~Consulting~~the ~~Co.,~~restated financial ~~Ltd.~~statements, ~~the~~ ~~Company~~and, ~~has~~therefore, ~~agreed~~the toestimated ~~issue~~adjustments ~~6,500,000~~described ~~shares~~below ofare preliminary. ~~its~~While ~~common stock~~the ~~to Jucheng. These~~Company ~~shares~~expects ~~will~~to ~~not~~report bethe ~~registered~~estimated adjustments ~~under~~described ~~the~~below, ~~Securities~~there ~~Act~~can ofbe ~~1933,~~no asassurance ~~amended~~that (the ~~“1933~~final ~~Act”)~~adjustments ~~pursuant~~that ~~to an~~are ~~exemption~~made ~~from~~as ~~registration~~part ~~provided~~of bythe ~~Section~~restatement ~~4(2)~~will ofnot differ materially from the ~~1933~~estimated ~~Act~~adjustments.

As described in Item 1.01(B) of this Report on Form 8-K, pursuant to the Debt Payment Agreement between the Company's wholly-owned subsidiary, Xi’an Huifeng-Bio-Technic, Inc. and Runfeng Investment, Ltd. Co., the Company has agreed to issue 861,606 shares of its common stock to Runfeng. These shares will not be registered under the Securities Act of 1933, as amended (the “1933 Act”) pursuant to an exemption from registration provided by Section 4(2) of the 1933 Act.

	Fiscal Year 2009								Q1 2010							Q2 2010							Q3 2010
	As Reported		Adjustments			As Restated		As Reported		Adjustments			As Restated		As Reported		Adjustments			As Restated		As Reported		Adjustments			As Restated
Total Liabilities	$	3,030,341	$	864,097		$	3,894,438	$	3,087,491	$	780,884		$	3,868,375	$	3,241,536	$	618,877		$	3,860,413	$	3,345,925	$	563,155		$	3,909,080
Additional paid in capital	$	10,315,847	$	(536,285	)	$	9,779,562	$	10,388,755	$	(536,285	)	$	9,852,470	$	10,896,366	$	(536,285	)	$	10,360,081	$	12,642,737	$	(536,285	)	$	12,106,452
Unappropriated retained earnings	$	2,189,692	$	(327,812	)	$	1,861,880	$	3,053,581	$	(244,599	)	$	2,808,982	$	4,585,883	$	(82,592	)	$	4,503,291	$	6,741,813	$	(26,870	)	$	6,714,943
Net income	$	3,042,860	$	(619,320	)	$	2,423,540	$	892,094	$	83,213		$	975,307	$	2,499,927	$	254,220		$	2,754,147	$	4,775,256	$	300,941		$	5,076,197
Basic net income per common share	$	0.15	$	(0.03	)	$	0.12	$	0.04		-		$	0.04	$	0.10	$	0.01		$	0.11	$	0.19	$	0.01		$	0.20

~~Item~~In 9accordance with Section 404 of the Sarbanes-Oxley Act of 2002, the Company’s management has been assessing the effectiveness of the Company’s internal controls over financial reporting and disclosure controls.01 ~~Financial~~Based ~~Statements~~on this assessment, the Company expects to report a material weakness in the Company’s internal controls over financial reporting, and, ~~Exhibits~~therefore, concludes that internal controls over financial reporting as of September 30, 2010 are not effective. Although the assessment is not yet complete, management expects to recommend to the audit committee of the Company’s board of directors certain remedial actions that include (i) the addition of more experienced accounting staff with US Certified Public Accountant certificate at the Company’s enterprise; (ii) a formal training program for all accounting and finance personnel, so that they remain current with accounting rules, regulations and trends, (iii) a thorough review of the finance and accounting departments, to ensure that the areas of responsibilities are properly matched to the staff competencies and that the lines of communication and processes are as effective as practicable.

Exhibit No.	Description
10.1	English translation of Financing and Construction Agreement by and between Xi’an Huifeng-Bio-Technic, Inc. and Xi’an Jucheng Investment & Consulting Co., Ltd. effective as of November 8, 2010.

The audit committee and management have discussed the matters disclosed in this current report on Form 8-K with Baker Tilly Hong Kong, the Company’s independent registered public accounting firm. The Company is working diligently to complete the restatement of its financial statements.

Statements in this report, including but not limited to those relating to the Company’s or management’s intentions, beliefs, expectations, hopes, projections, assessment of risks, estimations, plans or predictions for the future, including the impact of the restatement, timing of filings with the SEC and other statements that are not historical facts are forward-looking statements that are based on current expectations. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that these expectations will prove correct. Important factors that could cause actual results to differ materially from those in the forward-looking statements include delays and uncertainties that may be encountered in connection with the restatement, final audits and reviews by the Company and its auditors, and other risks described in the Company’s annual report on Form 10-K for the year ended December 31, 2009 and its other filings with the SEC. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. Investors should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement and the Company undertakes no duty to update any forward-looking statement.

SIGNATURES

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

	Huifeng Bio-Pharmaceutical Technology, Inc.
	By:	/s/ Jing’an Wang
		Jing’an Wang
Date: November 8, 2010		Chief Executive Officer
Date: February 17, 2011		Chief Executive Officer

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