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Anslow & Jaclin



July 9, 2008

Mr. John L. Krug
Division of Corporate Finance
Securities Exchange Commission
Mail Stop 0610
100 F Street, N.E.
Washington, D.C. 20549

         Re:        China Pharma, Inc.
                    Preliminary information statement filed June 27, 2008
                    File No. 0-29523

Dear Mr. Krug:

We represent  China Pharma,  Inc. (the "Company" or "China  Pharma").  We are in
receipt of your letter dated July 2, 2008 regarding the above referenced  filing
and the  following  are our  responses.  These  changes  are what we  propose to
include in the definitive 14c.

Amendment to the Bylaws
-----------------------

1.            Please  expand  the  discussion  to include a  description  of any
              changes to your bylaws  pertaining  to corporate  governance.  The
              comparison  should  identify  each of the changes to your existing
              bylaws and describe how these changes may impact shareholders.

              Answer:      Please note that the 14c has been  amended to include
                           the  following  description  of  the  changes  to the
                           bylaws pertaining to the corporate governance.

                           Section 2. STOCKHOLDERS

                           Notice of Meeting. Besides the notice requirements as
                           set out in the  original  bylaws  that a  stockholder
                           entitled to vote be given notice not less than 10 nor
                           more than 60 days before the meeting, an exception to
                           the usual  requirements  of  notice of a meeting  has
                           been made to  include  notice of a meeting  to act an
                           amendment to the Certificate of Incorporation, a plan
                           of  merger  or  share  exchange,   the  sale,  lease,
                           exchange or other disposition of all or substantially
                           all of the  Corporation's  assets  other  than in the
                           regular course of business or the  dissolution of the
                           Corporation  shall be given  not less than 20 or more
                           than 60 days before such meeting.

                           Waiver of Notice. In addition to the waiver of notice
                           section in the original  bylaws,  the amended  bylaws
                           will also  include the  statement  that notice of the
                           time,  place,  and  purpose  of any  meeting  will be
                           deemed to be waived by any  stockholder by attendance



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                           in person or by proxy unless such  stockholder at the
                           beginning  of the  meeting  objects  to  holding  the
                           meeting or transacting business at the meeting.

                           Advance  Notice of  Business at Annual  Meeting.  The
                           section  Advance Notice of Business at Annual Meeting
                           has been added to the amended  bylaws.  This  section
                           specifies  what is needed to properly  bring business
                           before  an annual  meeting.  To be  brought  properly
                           before an annual meeting, business must either be (1)
                           specified in the notice of meeting given by or at the
                           direction  of  the   President  or  the  Board,   (2)
                           otherwise  properly  brought before the meeting by or
                           at the  direction  of  the  Board,  or  (3)  properly
                           brought  before the meeting by a  stockholder.  To be
                           timely,  a stockholder's  notice must be delivered to
                           or mailed and  received  at the  principal  executive
                           offices of the  corporation  by the close of business
                           on the Advance  Notice Date.  The amended bylaws also
                           state  what  is   required   to  be   included  in  a
                           stockholder's  notice in order to be  brought  before
                           the annual meeting.  The Advance Notice Date shall be
                           one of the  following:  (a) in the case of an  annual
                           meeting only, the date 75 days before the anniversary
                           date of the prior year's meeting, if (i) there was an
                           annual meeting in the prior year and (ii) the date of
                           the current year's annual meeting is not more than 30
                           days  before  or after  the  anniversary  date of the
                           prior  year's  annual  meeting;  or (b) if clause (a)
                           does not apply, the date 45 days prior to the date of
                           the  current  year's  annual  meeting  or  a  special
                           meeting if at least 60 days'  notice or prior  public
                           disclosure  of the date of the current  year's annual
                           meeting or the special  meeting is given or made;  or
                           (c) if neither clause (a) not clause (b) applies, the
                           date 15 days  after  the day on which  notice  of the
                           date of the  current  year's  annual  meeting  or the
                           special  meeting was mailed or public  disclosure was
                           made. The Chairman of an annual meeting shall, if the
                           facts  warrant,  determine and declare to the meeting
                           that  business  was not properly  brought  before the
                           meeting in accordance  with the foregoing  procedure,
                           and if the chairman  should so  determine,  he or she
                           shall so declare to the meeting and any such business
                           not properly  brought before the meeting shall not be
                           transacted.

                           Quorum.  The  original  bylaws  stated  that a quorum
                           constituted  a majority  of the  stockholders  of the
                           corporation  that are  entitled to vote.  The amended
                           bylaws  specify that  one-third of the votes entitled
                           to be cast on a matter by the  holders of shares that
                           are entitled to vote and be counted collectively upon
                           such matter, represented in person or by proxy, shall
                           constitute  a quorum of such  shares at a meeting  of
                           stockholders.

                           Manner of Acting.  Unlike the  original  bylaws which
                           did not have a manner of acting section,  the amended
                           bylaws contain a manner of acting section that states
                           if a quorum is present, action on a matter other than


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                           the  election of  Directors  shall be approved if the
                           votes  cast in  favor  of the  action  by the  shares
                           entitled  to vote and be  counted  collectively  upon
                           such matter exceed the votes cast against such action
                           by  the  shares  entitled  to  vote  and  be  counted
                           collectively  thereon,   unless  the  Certificate  of
                           Incorporation  or the DGCL requires a greater  number
                           of affirmative votes.

                           Proxies.  The  amended  bylaws  add a proxy  section,
                           while the original bylaws  incorporated  proxies into
                           the voting  section.  The original bylaws stated only
                           that each  stockholder  is entitled to vote in person
                           or by proxy  and that no proxy  shall be voted  after
                           three years from its date unless such proxy  provides
                           for  a  longer  period.  While  this  information  is
                           included in the proxy section in the amended  bylaws,
                           the proxy section also sets forth the requirements of
                           a proxy by  stating  that a  stockholder  may vote by
                           proxy  executed in writing by the  stockholder  or by
                           his or her  attorney-in-fact  or  agent.  Such  proxy
                           shall be effective  when received by the Secretary or
                           other officer or agent  authorized to tabulate votes.
                           A proxy with  respect to a  specified  meeting  shall
                           entitle  its  holder to vote any  reconvened  meeting
                           following  adjournment  of such meeting but shall not
                           be valid after the final adjournment.

                           Inspectors of Election.  Unlike the original  bylaws,
                           the   amended   bylaws   include  a  section  on  the
                           Inspectors  of Election.  The Chairman of any meeting
                           of  the   stockholders   may   appoint  one  or  more
                           Inspections  of  Election   ("Inspectors")   and  any
                           inspector  may  be  removed,   and  a  new  inspector
                           appointed,  by the Board at any time.  The Inspectors
                           shall   determine  the  number  of  shares  of  stock
                           outstanding  and the voting power of each, the shares
                           of stock represented at the meeting, the existence of
                           a quorum,  the validity  and effect of proxies,  hear
                           and determine all challenges and questions arising in
                           connection  with the right to vote,  decide  upon the
                           qualifications of voters, accept, count, and tabulate
                           all votes and  ballots,  declare  the results of such
                           vote and do such acts as are  proper to  conduct  the
                           election or vote with  fairness  to all  stockholders
                           entitled to vote thereat.

                           Section 3.  BOARD OF DIRECTORS

                           Number and Tenure. The amended bylaws limit the Board
                           of Directors to no more than nine  Directors,  unlike
                           the previous  bylaws  which  allowed for an unlimited
                           number and in an increase in the number of Directors.
                           At each  annual  meeting of  stockholders,  directors
                           shall be  elected  to  serve  until  the next  annual
                           meeting or until his or her resignation or removal.

                           Annual and  Regular  Meetings.  The  previous  bylaws
                           stated  that an annum  Board  meeting be held at such
                           time  and  place  as  shall be fixed by a vote of the



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                           shareholders.  However, the amended bylaws state that
                           an annual Board meeting shall be held without  notice
                           immediately after and at the same place as the annual
                           meeting of stockholders.

                           Special Meetings.  The original bylaws mentioned that
                           special  meetings  of the  board may be called by the
                           President or by the Secretary on the written  request
                           of any two  directors.  However,  the amended  bylaws
                           specify  that  special  meetings  of the Board or any
                           committee  may be called by any  one-third or more of
                           the  Directors  in  office  and,  in the  case of any
                           special  meeting of any  committee  designated by the
                           Board, by its Chairman.

                           Notice of Special Meetings. The amended bylaws change
                           the amount of days  notice to a director of a special
                           Board or Committee  meeting from two days to at least
                           five days before the meeting,  or by fax at least two
                           days before the meeting.

                           Waiver  of  Notice.  A waiver of  notice  section  by
                           writing or  attendance  of a  Director  at a Board or
                           Committee  meeting  has  also  been  included  in the
                           amended bylaws. There was no waiver of notice section
                           in Article III DIRECTORS of the original bylaws.

                           Presumption of Assent.  Unlike the previous bylaws, a
                           presumption  of assent section has been included into
                           the  bylaws  to  state   that  a   Director   of  the
                           Corporation  who is present  at a Board or  committee
                           meeting at which any action is taken  shall be deemed
                           to have  assented to the action  taken unless (a) the
                           Director objects at the beginning of the meeting,  or
                           promptly upon the Director's  arrival, to holding the
                           meeting or transaction  any business at such meeting,
                           (b) the  Director's  dissent or  abstention  from the
                           action  taken  is  entered  in  the  minutes  of  the
                           meeting,  or (c) the Director delivers written notice
                           of  the  Director's  dissent  or  abstention  to  the
                           presiding   officer   of  the   meeting   before  its
                           adjournment or to the Corporation within a reasonable
                           time after adjournment of the meeting.

                           Resignation.  A  Director  is no  longer  limited  to
                           resigning  through  means  of  writing,  but can also
                           resign from the Board or any  Committee  of the Board
                           at any time by delivering oral tender as well.

                           Executive and Other  Committees.  The amended  bylaws
                           delve  deeper into the  organization  and function of
                           various committees.  The original bylaws contain only
                           one section on the  creation of  committees  and what
                           they can and cannot do. The  amended  bylaws  include
                           such  sections as minutes of meetings  and removal of
                           committee members by a decision made by a majority of
                           the directors.



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                           Compensation.  Unlike the  previous  bylaws which did
                           not allow directors to be provided with a salary, the
                           amended bylaws allow for the receipt of a salary as a
                           Director or committee member by Board resolution.  It
                           also   mentions   that  a  director  need  not  be  a
                           stockholder,  a citizen  of the United  States,  or a
                           resident of the State of Delaware, while the original
                           bylaws make no such distinction.

                           Interest of Director  in a  Transaction.  The amended
                           bylaws, unlike the original bylaws, include a section
                           on the interest of a director in a transaction.  This
                           section   states  that  no  contract  or  transaction
                           between  the  Corporation  and  one  or  more  of its
                           directors or officers, or between the Corporation and
                           any other  Corporation,  partnership,  association or
                           other  organization  in  which  one  of  more  of its
                           directors or officers are  directors or officers,  or
                           have a financial interest,  shall be void or voidable
                           solely for this reason,  or solely  because the Board
                           or committee thereof which authorized the contract or
                           transaction, or solely because his or their votes are
                           counted for such purpose,  if: (a) the material facts
                           as to  his  relationship  or  interest  and as to the
                           contract or transaction are disclosed or are known to
                           the  Board of  Directors  or the  committee,  and the
                           Board or  committee,  in good faith,  authorizes  the
                           contract or transaction by the affirmative  vote of a
                           majority of the disinterested directors,  even though
                           the disinterested directors be less than a quorum; or
                           (b) the  material  facts  as to his  relationship  or
                           interest  and as to the contract or  transaction  are
                           disclosed or are known to the  stockholders  entitled
                           to vote thereon,  and the contract or  transaction is
                           specifically  approved, in good faith, by vote of the
                           stockholders;  or (c) the contract or  transaction is
                           fair  as to  the  Corporation  as of the  time  it is
                           authorized,  approved  or  ratified,  by the Board of
                           Directors, a committee thereof, or the stockholders.

                           Section 5. CERTIFICATES FOR SHARES AND THEIR TRANSFER

                           Issuance  of  Shares.  The  amended  bylaws  added an
                           issuance of shares  section  that states no shares of
                           the Corporation  shall be issued unless authorized by
                           the Board, or by a committee  designated by the board
                           to the extent such committee is empowered to do so.

                           Certificates  for  Shares.  The bylaws have also been
                           amended  to include  in the  Certificates  for Shares
                           section,  a  provision  that  states  the  Board  may
                           provide by resolution or resolutions that some or all
                           of any or all classes or series of the  Corporation's
                           stock be  uncertificated.  Any such resolution  shall
                           not  apply to  shares  represented  by a  certificate
                           until  such   certificate   is   surrendered  to  the
                           Corporation  (or the transfer agent or registrar,  as
                           the case may be). The bylaws also took out the option
                           of the  directors  to require  the owner of a lost or



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                           destroyed stock certificate to give the corporation a
                           bond, in such sum as they may direct to indemnify the
                           corporation  against  any  claim  that  may  be  made
                           against it on account of the alleged loss of any such
                           certificate   or  the   issuance   of  any  such  new
                           certificate.

                           In  addition,  the  provision  allowing  the Board of
                           Directors to declare dividends upon the capital stock
                           of the  corporation has been removed from the amended
                           bylaws.

                           Section 6.  INDEMNIFICATION

                           Actions  by or in the Right of the  Corporation.  The
                           indemnification section has been expanded upon in the
                           amended bylaws to include  actions by or in the right
                           of the Corporation.  Besides the sole indemnification
                           statement  contained  in  the  original  bylaws,  the
                           amended  bylaws go on to state  that the  Corporation
                           shall  indemnify  any person who was or is a party or
                           is threatened  to be made a party to any  threatened,
                           pending  or  completed  action  or  suit by or in the
                           right of the Corporation to procure a judgment in its
                           favor by  reason of the fact that he or she is or was
                           a  Director,   officer,  employee  or  agent  of  the
                           Corporation,  or is or was  serving at the request of
                           the  Corporation  as a Director,  officer,  employee,
                           agent  of  or  participant  in  another  corporation,
                           partnership, joint venture, trust or other enterprise
                           against expenses (including attorneys' fees) actually
                           and reasonably  incurred by such person in connection
                           with the defense or settlement of such action or suit
                           if he or she  acted in good  faith and in a manner he
                           or she reasonably believed to be in or not opposed to
                           the best interests of the Corporation and except that
                           no  indemnification  shall be made in  respect of any
                           claim,  issue or matter as to which such person shall
                           have been adjudged to be liable for gross  negligence
                           or misconduct in the  performance  of his or her duty
                           to the Corporation unless and only to the extent that
                           the Delaware  Court of Chancery or the court in which
                           such action or suit was brought shall  determine upon
                           application   that,   despite  the   adjudication  of
                           liability but in view of all of the  circumstances of
                           the  case,  such  person  is  fairly  and  reasonably
                           entitled to  indemnity  for such  expenses  which the
                           Delaware  court of chancery or such other court shall
                           deem proper.  It goes on to mention that the right of
                           indemnity is not exclusive  and that the  Corporation
                           may purchase and maintain  insurance on behalf of any
                           person who is or was a Director, officer, employee or
                           agent of the Corporation.



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                           Section 8.  GENERAL PROVISIONS

                           Fiscal  Year.   Instead  of  the  fiscal  year  being
                           determined  by  resolution of the Board of Directors,
                           the fiscal year has been  specified in the amended by
                           laws to begin the first  day of  January  and end the
                           last day of December.

                           Voting of Securities. Unlike the original bylaws, the
                           amended bylaws now also include the provision stating
                           that the President and the Secretary,  and each other
                           person  authorized by the Board,  each acting singly,
                           may  waive  notice  of,  and act as, or  appoint  any
                           person   or   persons    to   act   as,    proxy   or
                           attorney-in-fact  for the  Corporation at any meeting
                           of  stockholders  or owners of other  interest of any
                           other  corporation or organization  the securities of
                           which may be held by this Corporation.

The company acknowledges that:

o    The company is responsible  for the adequacy and accuracy of the disclosure
     in the filing; and

o    Staff  comments or changes to disclosure  in response to staff  comments do
     not  foreclose  the  Commission  from taking any action with respect to the
     filing; and

o    The company may not assert  staff  comments as a defense in any  proceeding
     initiated by the Commission or any person under the federal securities laws
     of the United States.

Very truly yours,

ANSLOW & JACLIN, LLP


By:  /s/ GREGG E. JACLIN
   ------------------------------
         GREGG E. JACLIN





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