UNITED STATES

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

                                  May 28, 2008

                           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 230.425)
[ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
[ ]  Pre-commencement   communications  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 May 27, 2008,  China Pharma  Holdings Inc., a Delaware  corporation,  entered
into a Securities  Purchase  Agreement (the  "Agreement") with 17 investors (the
"Investors") in connection with a private  placement of 5,000,000  shares of the
Company's  common  stock at $2.00  per share  (the  "Shares").  Pursuant  to the
Agreement  and the Form of  Warrant of the  Company,  the  Investors  shall also
receive  three-year  warrants  (the  "Warrants")  to  purchase an  aggregate  of
1,250,000 shares of the Company's  common stock (the "Warrant  Shares") at $2.80
per  share.  Pursuant  to the  Agreement,  the  Company  shall  receive  the net
subscription proceeds in the amount of $10,000,000.  Roth Capital Partners,  LLC
("Roth") has acted as the private  placement agent in the Company's  offering of
Shares and Warrants (the "Offering").

Under the Registration Rights Agreement entered into between the Company and the
Investors on the same date, we shall prepare and file a  registration  statement
on Form S-1 or such other document with the Securities  Exchange Commission (the
"SEC") within 45 days following the closing date 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 the Form of  Warrant  is  attached
hereto as Exhibit 10.2. A copy of the Registration  Rights Agreement is attached
hereto as Exhibit 10.3.

Under an  Engagement  Letter  issued by Roth and  confirmed  and accepted by the
Company on January 19, 2008, the Company will, upon the closing of the Offering,
issue to Roth  warrants  (the "Agent  Warrants")  for the purchase of securities
equal to six percent (6%) of the  securities  issued in the Offering.  The Agent
Warrants  will be  exercisable  into the same class of common stock as issued as
part of the  Offering,  and have a term of three years.  The exercise  price per
share of the Agent Warrants will be the higher of (i) $2.80 and (ii) 130% of the


closing price of the Company's common stock on the closing date of the Offering.
A copy of the Engagement Letter is attached hereto as Exhibit 10.4.

The  foregoing  description  does not purport to be complete and is qualified in
its entirety by reference to the Securities Purchase Agreement, the Registration
Rights Agreement, the Form of Warrant and the Engagement Letter attached hereto.

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  Investors'  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 Investors 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
offering of the Shares and Warrants 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 S-B:

    10.1            Securities  Purchase  Agreement by and between  China Pharma
                    Holdings, Inc. and the Investors.

    10.2            Form of Warrant of China Pharma Holdings, Inc.

    10.3            Registration  Rights  Agreement by and between  China Pharma
                    Holdings, Inc. and the Investors

    10.4            Engagement Letter issued by Roth Capital Partners, LLC

    99.1            Press release dated May 28, 2008.



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: May 28, 2008

/s/ Zhilin Li
Zhilin Li
President and CEO