CURACRENT REPORT FOR ISSUERS SUBJECT TO THE

1934 ACT REPORTING REQUIREMENTS

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT FOR ISSUERS SUBJECT TO THE

1934 ACT REPORTING REQUIREMENTS

CURRENT REPORT

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

~~August 6~~September 22, 2015

Date of Report

(Date of Earliest Event Reported)

Tianyin Pharmaceutical Co., Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-52236

20-4857782

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

23rd Floor, Unionsun Yangkuo Plaza, No. 2, Block 3 South Renmin Road Chengdu, P. R. China, 610041 (Address of principal executive offices (zip code))

~~South Renmin Road~~+011-86-28-8551-6696

Chengdu, P. R. China, 610041

(Address of principal executive offices (zip code))

+011-86-28- 8551-6696

(Registrant’s telephone number, including area code)

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 (17 CFR 230.425)

o ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12)

o ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c))

~~Item~~Section 8 4 – ~~Matters~~Other ~~Related to Accountants and Financial Statements~~Events

Item 4 8.~~02(a)~~01. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.~~Events

~~As disclosed in a Current Report on Form 8-K filed on July 14, 2015 by~~ Tianyin Pharmaceutical Co., Inc. (the “Company”), onis ~~October~~currently ~~29,~~actively ~~2014,~~exploring ~~Chengdu~~strategies ~~Tianyin Pharmaceutical~~in ~~Co.,~~further ~~Ltd.~~creating ~~(“Chengdu~~and ~~Tianyin”,~~developing its ~~which~~business isbased upon the ~~Company~~management’s ~~indirect~~analysis ~~wholly-owned~~on ~~subsidiary),~~the ~~Grandway Group~~current ~~Holdings~~market ~~Ltd~~trend. ~~(“Grandway~~The ~~Group”,~~market ~~which~~for ispharmaceutical ~~the~~products ~~Company’s indirect wholly-owned subsidiary), Guoqing Jiang~~has ~~(“Jiang”,~~become ~~who~~increasingly ischallenging across the ~~Company’s~~traditional ~~Chairman~~Chinese ~~and~~medicine ~~CEO~~(TCM), ~~and~~healthcare ~~Shandong~~industry ~~Buchang~~due ~~Pharmaceutical~~to ~~Co.,~~government ~~Ltd.~~policies ~~(“Shandong~~that raised ~~Buchang”)~~the ~~(each,~~costs aof ~~“Party”,~~production significantly while restrict and ~~collectively~~limit ~~“Parties)~~the ~~entered~~sales ~~into~~of athe ~~Cooperation~~TCM ~~Framework~~products ~~Agreement~~both ~~Regarding Chengdu~~in ~~Tianyin~~pricing ~~Pharmaceutical~~and Covolumes., The net ~~Inc.~~results ~~(“Cooperation~~of ~~Framework~~such ~~Agreement”).~~regulatory ~~Pursuant~~and tomarket ~~the~~environment ~~Cooperation~~compress ~~Framework Agreement,~~ the ~~Parties~~margins ~~agreed~~of tothe ~~establish~~TCM ~~a joint venture, Qionglai Tianyin Pharmaceutical Co~~business., Our ~~Ltd.~~TCM ~~(“Qionglai~~business ~~Tianyin”),~~operations ~~with~~have ~~the~~been ~~total~~significantly ~~registered~~affected ~~capital~~by oftechnological ~~RMB~~stringencies ~~200,000,000~~by ~~(approximately~~government ~~US$32.3~~regulations ~~million),~~as ~~with~~well ~~Chengdu~~as ~~Tianyin~~intensified ~~owning~~market ~~95% and Shandong~~competition ~~Buchang~~in ~~owning~~the 5%pharmaceutical industry. ~~Shandong~~The ~~Buchang’s~~challenges ~~capital~~range ~~investment~~from ~~in Qionglai Tianyin took~~ the ~~form~~heightened ofstringencies ~~RMB~~in 10TCM ~~million~~extraction ~~(approximately US$1.6 million)~~purification, ~~and~~plant ~~Chengdu~~operation, competitive ~~Tianyin’s~~combination ~~capital~~products, ~~investment~~new inproducts ~~Qionglai~~offered ~~Tianyin~~by ~~took~~our ~~the~~competitors. ~~form~~With ofconstant ~~its~~shifting ~~buildings,~~government ~~land~~policies ~~use~~during ~~rights,~~recent ~~machineries~~years, ~~and~~severe ~~equipment~~price ofcutting ~~its~~regulations ~~plants~~and ~~located~~challenging atbusiness ~~Longquan~~operating ~~and Qionglai~~conditions, ~~all~~the ofCompany ~~its~~is ~~patents~~currently ~~and~~seeking ~~trademarks,~~strategic investors/companies ~~and~~to ~~its~~make ~~portfolio drugs~~and ~~collectively~~modify ~~valuated~~business atoperations ~~approximately~~including ~~RMB~~1) ~~190~~forming ~~million~~strategic ~~(approximately~~alliances ~~USD~~with ~~$30.7~~industrial ~~million)~~leaders, ~~(the “Assets”~~2)~~. Following~~ ~~the~~seeking ~~execution~~strategic ofinvestors/investment ~~the Cooperation Framework Agreement~~funds, ~~registration~~3) ~~documents~~disposing tounprofitable ~~establish~~operations, ~~Qionglai~~and ~~Tianyin~~4) ~~were~~acquiring ~~filed~~or onmerging ~~November~~with healthcare 3,businesses ~~2014~~that ~~and~~are ~~approved~~in ongrowth ~~January~~phase ~~27,~~to ~~2015.~~create Invalues ~~April~~for ~~and~~our ~~May~~shareholders. ~~2015,~~The ~~pursuant~~management toregards ~~certain~~this ~~Share~~strategy ~~Transfer~~value ~~Agreements~~adding ~~(the “Share~~and ~~Transfer~~necessary ~~Agreements”),~~for ~~Chengdu~~the ~~Tianyin~~Company ~~transferred~~to agrow, ~~total~~and ~~75%~~especially ~~ownership~~under ofthe ~~Qionglai~~unique ~~Tianyin~~pharmaceutical tobusiness ~~Shandong~~environment ~~Buchang~~in ~~for RMB160 million (approximately $26 million)~~China.

Due to the entry into the Cooperation Framework Agreement and Share Transfer Agreements within the quarter ended December 30, 2014, and the fact that the Company had decided to contribute the Assets to Qionglai Tianyin as its capital contribution in the joint venture, the Company’s Board of Directors therefore concluded on August 6, 2015 that the Assets which will be contributed to the joint venture should be classified as “Assets Held for Sale” in the unaudited consolidated financial statements included in the Quarterly Report on Form 10-Q for the period ended December 31, 2014 (the “Form 10-Q”) and a footnote regarding the transactions shall be also included therein. Accordingly, it is concluded that the unaudited consolidated financial statements included in the Form 10-Q as filed should no longer be relied upon.SIGNATURES

~~Management~~Pursuant to ~~and~~ the ~~Board~~requirements of ~~Directors of~~ the ~~Company~~Securities ~~discussed~~Exchange ~~this~~Act ~~matter~~of ~~with~~1934, the ~~Company’s~~Registrant ~~principal~~has ~~accountants~~duly ~~and~~caused ~~decided~~this toreport ~~amend the Company’s Form 10-Q as soon as possible~~ to ~~include~~be ~~the~~signed ~~disclosures of the joint venture and share transfer, as well as the effects~~ on ~~the~~its ~~Company’s~~behalf ~~unaudited~~by ~~consolidated~~the ~~financial~~undersigned ~~statements~~hereunto ~~for~~duly ~~the period~~authorized.

SIGNATURES

	TIANYIN PHARMACEUTICAL CO., INC.

	By:	/s/Guoqing Jiang
		Name: Dr. Guoqing Jiang
		Title: Chief Executive Officer
Dated: September 22, 2015

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.

TIANYIN PHARMACEUTICAL CO., INC.

By: /s/ Dr. Guoqing Jiang

Name: Dr. Guoqing Jiang

Title: Chief Executive Officer

Dated: August 11, 2015

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