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: February 6, 2007

                           China Pharma Holdings, Inc

             (Exact name of registrant as specified in its charter)

                 (State or other jurisdiction of incorporation)

        000-29532                                         73-1564807
(Commission File Number)                    (IRS Employer Identification Number)

                         2nd Floor, No. 17, Jinpan Road
                         Haikou, Hainan Province, China
                    (Address of Principal Executive Offices)

              (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):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
[_] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
[_]  Pre-commencement  c  ommunications  pursuant  to Rule  14d-2(b)  under  the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))


This  Form 8-K and  other  reports  filed by China  Pharma  Holdings  Inc.  (the
"Company")  from  time to time  with  the  Securities  and  Exchange  Commission
(collectively the "Filings")  contain forward looking statements and information
that are based upon  beliefs of, and  information  currently  available  to, the
Company's  management as well as estimates and assumptions made by the Company's
management.  When  used  in  the  Filings  the  words  "anticipate",  "believe",
"estimate",  "expect", "future", "intend", "plan" or the negative of these terms
and  similar  expressions  as they  relate  to the  Company's  or the  Company's
management  identify  forward looking  statements.  Such statements  reflect the
current  view of the Company  with  respect to future  events and are subject to
risks,  uncertainties,  assumptions and other factors  relating to the Company's
industry,  operations and results of operations  and any businesses  that may be
acquired  by the  Company.  Should one or more of these  risks or  uncertainties
materialize,  or should  the  underlying  assumptions  prove  incorrect,  actual
results may differ  significantly from those anticipated,  believed,  estimated,
expected, intended or planned.

Item 1.01 Entry into a Material Definitive Agreement

On  February  1, 2007,  China  Pharma  Holdings  Inc.,  a  Delaware  corporation
completed  an  offering  pursuant  to a  Subscription  and  Registration  Rights
Agreement  (the  "Agreement")   with  17  subscribers  (the   "Subscribers")  in
connection with a private  placement of 2,505,882 shares of the Company's common
stock  at  $1.7  per  share  (the  "Shares").  Pursuant  to the  Agreement,  the
Subscribers  also  received  three-year  warrants to purchase  an  aggregate  of
1,252,941 shares of Company's common stock at $2.38 per share (the  "Warrants").
Pursuant to the  transaction  on February 1, 2007, we received the  subscription
proceeds in the  aggregate  amount of  $4,259,899.90.  The net  proceeds,  after
deduction of related expenses, amounted to $3,814,642.34.

Under the Agreement,  we shall prepare and file a registration statement on Form
SB2 or such other document with the Securities  Exchange  Commission (the "SEC")
to permit the  registered  resale of the Shares and the shares of the  Company's
common  stock  issuable  upon  the  exercise  of the  Warrants  pursuant  to the
Agreement. A copy of the Agreement is attached hereto as Exhibit 10.1. A copy of
Form of Warrant attached hereto as Exhibit 10.2.

The  foregoing  description  does not purport to be complete and is qualified in
its entirety by reference to the Subscription and Registration  Rights Agreement
attached hereto as and the Form of Warrant.

Item 3.02 Unregistered Sales of Equity Securities

The  information  set forth above in "Item 1.01- Entry into Material  Definitive
Agreement" is incorporated herein by this reference.


The  Subscriber's  Shares  described in Item 1.01 were made in reliance upon the
exemption from  registration  under the Securities Act 1933 (the "Act") provided
by Section 4(2) thereof and Rule 506 thereunder and exemptions from registration
under applicable state securities laws. Each of the Subscribers is an accredited
investor as defined in Rule 501 of Regulation D promulgated under the Act.

Item 7.01 Regulation FD Disclosure

The Company  intends to issue a press release  regarding the closing of the sale
of the Shares described in Item 1.01 herein substantially in the form of a press
release filed as Exhibit 99.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits:

The following  exhibits are furnished in accordance  with Item 601 of Regulation

10.1           Subscription  and  Registration  Rights  Agreement by and between
               China Pharma Holdings, Inc. and the Subscribers.

10.2           Form of Warrant by and between  China Pharma  Holdings,  Inc. and
               the Subscribers.

99.1           Press release dated February 6, 2007.



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

China Pharma Holdings, Inc.
Date: February 6, 2007

   /s/ Zhilin Li
     Zhilin Li
 President and CEO