Jiangbo Pharmaceuticals (JGBO) CORRESP Correspondence with SEC

Jiangbo Pharmaceuticals, Inc.

25 Haihe Road, Laiyang Economic Development Zone,

Laiyang City, Yantai, Shandong Province

People’s Republic of China 265200

April 9, 2010

Via Edgar

Mr. Frank Wyman

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-3561

Re: Jiangbo Pharmaceuticals, Inc. (the “Company”)

Form 10-K for the Fiscal Year Ended June 30, 2008

Filed April 10, 2009

File No. 000-53037

Dear Mr. Wyman:

We are submitting this correspondence via EDGAR system in response to a comment letter issued by the Staff of the Securities and Exchange Commission (the “Commission”), on November 19, 2009 (the “Staff’s Letter”).  The discussion below reflects our responses to the Staff’s Letter.

Note 3―Earnings per share, page F-16

1. Please refer to your response to prior comment seven.  Based on your earnings per share calculations, it appears that assuming conversion of the $30 million debt is dilutive and not anti-dilutive.  Refer to paragraph 95 of SFAS 128.  Please provide us with your calculation under paragraph 27 of SFAS 128 that demonstrates how this conversion is anti-dilutive.

RESPONSE:

The Company respectfully notes the Staff’s comment. The Company will revise its diluted earnings per share calculated and related disclosures for the Form 10 K for the period ended June 30, 2009 and Form 10 Q for the periods ended March 31, 2009, September 30, 2009, and December 31, 2009 as follows:

Form 10K for the period ended June 30, 2009

JIANGBO PHARMACEUTICALS, INC. AND SUBSIDIARIES

(FORMERLY GENESIS PHARMACEUTICALS ENTERPRISES, INC.)

CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME

FOR THE YEARS  ENDED JUNE 30, 2009, 2008 AND 2007

	2009			2008			2007
				RESTATED
REVENUES:
Sales	$	117,143,950		$	93,982,407		$	72,259,812
Sales - related parties		244,026			5,564,098			3,933,881
TOTAL REVENUE, net		117,387,976			99,546,505			76,193,693
Cost of sales		27,854,747			21,072,674			19,961,439
Cost of sales - related parties		54,519			1,433,873			1,200,091
COST OF SALES		27,909,266			22,506,547			21,161,530
GROSS PROFIT		89,478,710			77,039,958			55,032,163
RESEARCH AND DEVELOPMENT EXPENSE		4,395,000			3,235,715			11,143,830
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		35,315,529			41,593,197			25,579,361
INCOME FROM OPERATIONS		49,768,181			32,211,046			18,308,972
OTHER (INCOME) EXPENSE, NET
Non-operating expense		894,014			708,338			-
Non-operating income		(89,453	)		(1,281,149	)		(6,484,484	)
Non-operating income - related party		(382,970	)		(110,152	)		(102,472	)
Interest expense, net		5,904,511			3,092,183			211,616
Loss from discontinued operations		1,781,946			380,027			-
OTHER EXPENSE (INCOME), NET		8,108,048			2,789,247			(6,375,340	)
INCOME BEFORE PROVISION FOR INCOME TAXES		41,660,133			29,421,799			24,684,312
PROVISION FOR INCOME TAXES		12,779,869			6,970,739			2,631,256
NET INCOME		28,880,264			22,451,060			22,053,056
OTHER COMPREHENSIVE INCOME:
Unrealized gain (loss) on marketable securities		(1,514,230	)		1,347,852			-
Foreign currency translation adjustment		336,927			5,206,612			1,018,130
COMPREHENSIVE INCOME	$	27,702,961		$	29,005,524		$	23,071,186
WEIGITED AVERAGE NUMBER OF SHARES:
Basic		10,061,326			9,164,127			7,494,740
Dilulted		14,484,830			9,900,428			7,494,740
EARNINGS (LOSS) PER SHARE:
Basic	$	2.87		$	2.45		$	2.94
Diluted	$	0.09		$	(1.17	)	$	2.94

Note 2 - Summary of significant accounting policies

Restatement

The Company previously excluded the dilutive effect of its May 2008 convertible debentures from the diluted earnings per share calculation for the year ended June 30, 2008. The Company has revised its accounting to include the dilutive effect of   the May 2008 convertible debentures in its diluted earnings per share calculation. The interest expense and amortization expenses on the financing costs and note discounts were added back and all the unamortized financing costs and debt discounts at beginning of the period were subtracted from the 2008 diluted earnings per shares calculation.

The restatement had no effect on the Company’s consolidated financial statements as of and for the year ended June 30, 2009 and the Company’s consolidated balance sheet, consolidated statement of cash flow, and consolidated statements of shareholders’ equity as of and for the year ended June 30, 2008. The Company’s consolidated statement of income and other comprehensive income for the year ended June 30, 2008 has been restated as follows:

Diluted earnings (loss) per share

	Original			Increase (Decrease)			Restated
For the years ended June 30,2008:
Net income for basic earnings per share	$	22,451,060		$	—		$	22,451,060
Add: interest expense		195,833			150,000			345,833
Add: financing cost amortization		71,708			52,255			123,963
Add: note discount amortization		545,359			1,954,684			2,500,043
Subtract: unamortized financing cost at beginning of the period		(349,000	)		(1,691,907	)		(2,040,907	)
Subtract: unamortized debt discount at beginning of the period		(5,000,000	)		(30,000,000	)		(35,000,000	)
Net income (loss) for diluted earnings per share		17,914,960			(29,534,968	)		(11,620,008	)
Weighted average shares used in basic computation		9,164,127			-			9,164,127
Diluted effect of stock options		87,910			(87,910	)		-
Diluted effect of warrants		79,973			(79,973	)		-
Diluted effect of convertible notes		405,822			330,479			736,301
Weighted average shares used in diluted computation		9,737,832			162,596			9,900,428
Earnings (loss) per share:
Basic	$	2.45		$	-		$	2.45
Diluted	$	1.84		$	(3.01	)	$	(1.17	)

Note 3 – Acquisition

On January 23, 2009, Laiyang Jiangbo entered into an asset acquisition agreement (the “Agreement”) with Shandong Traditional Chinese Medicine College (the “Medicine College”) and Shandong Hongrui Pharmaceutical Factory (“Shandong Hongrui” or “Hongrui”), a wholly-owned subsidiary of Medicine College,  pursuant to  which Laiyang Jiangbo purchased the majority of the assets owned by Hongrui, including all tangible assets, all manufacturing and office buildings, land, equipment and inventories and all rights to manufacture and distribute Hongrui’s 22 Traditional Chinese Medicines (“TCMs”), for an original contract purchase price of approximately $12 million consisting of approximately $9.6 million in cash and 643,651 shares of Jiangbo’s common stock. The $4.035 fair value of each common share was based on the weighted average trading price of the common stock of 5 days prior to the execution of the Agreement and amounted to $2,597,132. On February 10, 2009, the Agreement was amended to revise the total purchase price to approximately $11.1 million consisting of approximately $8.6 million in cash. The Company is obligated to issue 643,651 shares of Jiangbo’s stock to Medicine College within one year of the date of the execution of the Agreement. As of June 30, 2009, Laiyang Jiangbo paid approximately $8.6 million in cash in full. The 643,651 shares of Jiangbo’s common stock issuable to Medicine College in connection with the acquisition of Hongrui have been included in the accompanying consolidated balance sheet as outstanding shares.

The Company accounted for this acquisition using the purchase method of accounting in accordance with SFAS 141, “Business Combinations.” The purchase price was determined based on an arm's length negotiation and no finder's fees or commissions were paid in connection with this acquisition.

The following represents the allocation of the purchase price to the net assets acquired based on their respective fair values.  The accompanying consolidated financial statements include the acquisition of Hongrui, effective February 5, 2009. The following represents the allocation of the purchase price to the net assets acquired based on their respective fair values.

Inventory	$	147,250
Plant and equipments		3,223,808
Intangible assets		7,810,974
Total assets acquired		11,182,032
Net assets acquired		11,182,032
Total consideration	$	11,182,032

The following pro forma consolidated results of operations for the years ended June 30, 2009 and 2008, as if the acquisition of Hongrui had been completed as of the beginning of each year presented.  The pro forma information gives effect to actual operating results prior to the acquisition.  The pro forma amounts does not purport to be indicative of the results that would have actually been obtained if the acquisition had occurred as of the beginning of the years presented and is not intended to be a projection of future results:

	Year Ended June 30, 2009		Year Ended June 30, 2008 (Restated)
Net Revenues	$	124,729,372	$	115,573,456
Income from Operations		50,265,379		34,244,471
Net Income		29,234,644		23,848,737
Net Income (loss) Per Shares
Basic		2.80	$	2.43
Diluted	$	0.11	$	(0.97	)
Weighted Average number of shares outstanding
Basic		10,424,592		9,807,778
Diluted		14,848,096		10,544,079

Note 4 - Earnings per share

The Company reports earnings per share in accordance with the provisions of SFAS No. 128 (“SFAS 128”), “Earnings Per Share.” SFAS 128 requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common shareholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock.

All share and per share amounts used in the Company’s financial statements and notes thereto have been retroactively restated to reflect the 40-to-1 reverse stock split, which occurred on September 4, 2008.

The following is a reconciliation of the basic and diluted earnings per share computations for the years ended June 30, 2009, 2008, and 2007:

Basic earning per share

	2009		2008		2007
For the years ended June 30, 2009, 2008 and 2007
Net income for basic earnings per share	$	28,880,264	$	22,451,060	$	22,053,056
Weighted average shares used in basic computation		10,061,326		9,164,127		7,494,740
Earnings per share – Basic	$	2.87	$	2.45	$	2.94

Diluted earnings (loss) per share

	2009			2008			2007
For the years ended June 30, 2009, 2008 and 2007
Net income for basic earnings per share	$	28,880,264		$	22,451,060		$	22,053,056
Add: interest expense		2,124,340			345,833			-
Add: financing cost amortization		680,276			123,963
Add: note discount amortization		4,004,868			2,500,043
Subtract: unamortized financing cost at beginning of the period		(1,916,944	)		(2,040,907	)		-
Subtract: unamortized debt discount at beginning of the period		(32,499,957	)		(35,000,000	)		-
Net income (loss) for diluted earnings per share		1,274,847			(11,620,008	)		22,053,056
Weighted average shares used in basic computation		10,061,326			9,164,127			7,494,740
Diluted effect of stock options		48,504			-			-
Diluted effect of warrants		-			-			-
Diluted effect of convertible notes		4,375,000			736,301			-
Weighted average shares used in diluted computation		14,484,830			9,900,428			7,494,740
Earnings (loss)  per share:
Basic	$	2.87		$	2.45		$	2.94
Diluted	$	0.09		$	(1.17	)	$	2.94

For the year ended June 30, 2009, 2,315,000 warrants at an average exercise price of $9.59 and 7,500 options at an average exercise price of $17.93 were not included in the diluted earnings per share calculation due to the anti-diluted effect.

For the year ended June 30, 2008,  2,349,087 warrants at an average exercise price of $9.60 and 140,900 options at an average exercise price of $4.93 were not included in the diluted earnings per share calculation due to the anti-diluted effect.

For the year ended June 30, 2007, all options and warrants were excluded in the diluted earnings per share calculation due to the anti-diluted effect.

Form 10Q for the period ended March 31, 2009

JIANGBO PHARMACEUTICALS, INC. AND SUBSIDIARIES

(FORMERLY GENESIS PHARMACEUTICALS ENTERPRISES, INC.)

CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME

(UNAUDITED)

	For the Three Months Ended						For the Nine Months Ended
	March 31,						March 31,
	2009			2008			2009			2008
	RESTATED			RESTATED			RESTATED			RESTATED
REVENUES:
Sales	$	25,725,837		$	26,231,191		$	85,991,330		$	66,648,051
Sales- related parties		-			1,869,092			243,943			4,611,849
TOTAL REVENUE		25,725,837			28,100,283			86,235,273			71,259,900
Cost of sales		6,853,810			5,896,113			19,705,020			16,626,461
Cost of sales -related parties		-			441,709			54,500			1,117,918
COST OF SALES		6,853,810			6,337,822			19,759,520			17,744,379
GROSS PROFIT		18,872,027			21,762,461			66,475,753			53,515,521
RESEARCH AND DEVELOPMENT EXPENSE		1,098,675			967,930			3,295,125			2,170,240
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		4,477,356			12,136,164			31,111,752			29,269,330
INCOME FROM OPERATIONS		13,295,996			8,658,367			32,068,876			22,075,951
OTHER (INCOME) EXPENSE:
Other (income) expense, net		(281,570	)		1,244,892			1,062,959			1,217,385
Other (income)-related parties		(76,552	)		(27,415	)		(313,276	)		(80,851	)
Non-operating (income) expense		150,466			(529	)		(471	)		(232	)
Interest expense, net		1,241,843			526,509			4,143,968			925,993
Loss from discontinued operations		103,008			228,812			1,693,830			341,743
OTHER EXPENSE , NET		1,137,195			1,972,269			6,587,010			2,404,038
INCOME BEFORE PROVISION FOR INCOME TAXES		12,158,801			6,686,098			25,481,866			19,671,913
PROVISION FOR INCOME TAXES		3,302,953			2,211,265			8,093,320			6,808,625
NET INCOME	$	8,855,848		$	4,474,833		$	17,388,546		$	12,863,288
OTHER COMPREHENSIVE INCOME:
Unrealized holding (loss) gain	$	(200,025	)	$	(270,351	)	$	(2,147,642	)	$	1,347,852
Foreign currency translation adjustment		(201,173	)		1,960,948			378,284			3,428,779
COMPREHENSIVE INCOME	$	8,454,650		$	6,165,430		$	15,619,188		$	17,639,919
BASIC WEIGHTED AVERAGE NUMBER OF SHARES		10,277,762			9,740,129			9,937,189			6,507,435
BASIC EARNINGS PER SHARE	$	0.86		$	0.46		$	1.75		$	1.98
DILUTED WEIGHTED AVERAGE NUMBER OF SHARES		14,632,762			10,240,128			14,292,189			6,854,031
DILUTED EARNINGS (LOSS)  PER SHARE	$	(1.49	)	$	(0.01	)	$	(0.86	)	$	1.18

Note 2 - Summary of significant accounting policies

Restatement

The Company previously excluded the dilutive effect of its May 2008 convertible debentures from the diluted earnings per share calculation for the periods ended March 31, 2009 and the dilutive effect of its November 2007 convertible debentures was excluded from the diluted earnings per share calculation for the three months ended March 31, 2008. The Company has revised its accounting to include the dilutive effect of the November 2007 and May 2008 convertible debentures in its diluted earnings per share calculation. The interest expense and amortization expenses on the financing costs and note discounts were added back and all the unamortized financing costs and debt discounts at beginning of the periods were subtracted from the March 31, 2009 and 2008 diluted earnings per shares calculation.

The restatement had no effect on the Company’s consolidated balance sheet, consolidated statement of cash flow, and consolidated statements of shareholders’ equity as of and for the periods ended March 31, 2009 and 2008. The Company’s consolidated statement of income and other comprehensive income for the periods ended March 31, 2009 and 2008 have been restated as follows:

Diluted loss per share

	Original			Increase (Decrease)			Restated
For the three months ended March 31,2009:
Net income for basic earnings per share	$	8,855,848		$	—		$	8,855,848
Add: interest expense		75,000			447,600			522,600
Add: financing cost amortization		29,534			140,542			170,076
Add: note discount amortization		219,362			813,929			1,033,291
Subtract: unamortized financing cost at beginning of the period		(218,223	)		(1,358,570	)		(1,576,793	)
Subtract: unamortized debt discount at beginning of the period		(4,134,724	)		(26,718,998	)		(30,853,722	)
Net income (loss) for diluted earnings per share		4,826,797			(26,675,497	)		(21,848,700	)
Weighted average shares used in basic computation		10,277,762			-			10,277,762
Diluted effect of stock options and warrants		4,481			(4,481	)		-
Diluted effect of convertible notes		625,000			3,730,000			4,355,000
Weighted average shares used in diluted computation		10,907,243			3,725,519			14,632,762
Earnings  (loss) per share:
Basic	$	0.86		$	-		$	0.86
Diluted	$	0.44		$	(1.93	)	$	(1.49	)

	Original		Increase (Decrease)			Restated
For the three months ended March 31,2008:
Net income for basic earnings per share	$	4,474,833	$	-		$	4,474,833
Add: interest expense		-		75,000			75,000
Add: financing cost amortization		-		29,534			29,534
Add: note discount amortization		-		416,667			416,667
Subtract: unamortized financing cost at beginning of the period		-		(336,359	)		(336,359	)
Subtract: unamortized debt discount at beginning of the period		-		(4,745,370	)		(4,745,370	)
Net income (loss) for diluted earnings per share		4,474,833		(4,560,528	)		(85,695	)
Weighted average shares used in basic computation		9,740,128		-			9,740,128
Diluted effect of stock options and warrants		-		-			-
Diluted effect of convertible notes		-		500,000			500,000
Weighted average shares used in diluted computation		9,740,128		500,000			10,240,128
Earnings (loss) per share:
Basic	$	0.46	$	-		$	0.46
Diluted	$	0.46	$	(0.47	)	$	(0.01	)

Diluted earnings (loss) per share

	Original			Increase (Decrease)			Restated
For the nine months ended March 31,2009:
Net income for basic earnings per share	$	17,388,546		$	—		$	17,388,546
Add: interest expense		225,000			1,370,932			1,595,932
Add: financing cost amortization		88,602			421,625			510,227
Add: note discount amortization		539,279			2,140,247			2,679,526
Subtract: unamortized financing cost at beginning of the period		(277,291	)		(1,639,652	)		(1,916,943	)
Subtract: unamortized debt discount at beginning of the period		(4,454,641	)		(28,045,316	)		(32,499,957	)
Net income (loss) for diluted earnings per share		13,509,495			(25,752,164	)		(12,242,669	)
Weighted average shares used in basic computation		9,937,189			-			9,937,189
Diluted effect of stock options and warrants		37,429			(37,429	)		-
Diluted effect of convertible notes		625,000			3,730,000			4,355,000
Weighted average shares used in diluted computation		10,599,618			3,692,571			14,292,189
Earnings (loss) per share:
Basic	$	1.75		$	-		$	1.75
Diluted	$	1.27		$	(2.13	)	$	(0.86	)

	Original			Increase (Decrease)			Restated
For the nine months ended March 31,2008:
Net income for basic earnings per share	$	12,863,288		$	-		$	12,863,288
Add: interest expense		100,000			-			100,000
Add: financing cost amortization		47,583			-			47,583
Add: note discount amortization		434,006			-			434,006
Subtract: unamortized financing cost at beginning of the period		(354,408	)		-			(354,408	)
Subtract: unamortized debt discount at beginning of the period		(5,000,000	)		-			(5,000,000	)
Net income for diluted earnings per share		8,090,469			-			8,090,469
Weighted average shares used in basic computation		6,507,434			-			6,507,434
Diluted effect of stock options and warrants		74,357			-			74,357
Diluted effect of convertible notes		500,000			(227,778	)		272,222
Weighted average shares used in diluted computation		7,081,791			(227,778	)		6,854,013
Earnings per share:
Basic	$	1.98		$	-		$	1.98
Diluted	$	1.14		$	0.04		$	1.18

Note 3 - Acquisition

On January 23, 2009, Laiyang Jiangbo entered into an asset acquisition agreement (the “Agreement”) with Shandong Traditional Chinese Medicine College (the “Medicine College”) and Shandong Hongrui Pharmaceutical Factory (“Shandong Hongrui” or “Hongrui”), a wholly-owned subsidiary of Medicine College,  pursuant to  which Laiyang Jiangbo purchased the majority of the assets owned by Hongrui, including all tangible assets, all manufacturing and office buildings, land, equipment and inventories and all rights to manufacture and distribute Hongrui’s 22 Traditional Chinese Medicines (“TCMs”), for an original contract purchase price of approximately $12 million consisted of approximately $9.6 million in cash and 643,651 shares of Jiangbo’s common stock. The $4.035 fair value of each common share was based on the weighted average trading price of the common stock of 5 days prior to the execution of the Agreement and amounted to $2,597,132. On February 10, 2009, the Agreement was amended to revise the total purchase price to approximately $11 million consisting of approximately $8.6 million in cash. However, the Company is still obligated to issue 643,651 shares of Jiangbo’s common stock to Medicine College within one year of the date of the execution of the Agreement. As of March 31, 2009, Laiyang Jiangbo paid approximately $8.6 million in cash in full. The 643,651 shares of Jiangbo’s common stock issuable to Medicine College in connection with the acquisition of Hongrui have been included in the accompanying consolidated balance sheet as outstanding shares.

The Company accounted for this acquisition using the purchase method of accounting in accordance with SFAS 141, “ Business Combinations .” The purchase price was determined based on an arm's length negotiation and no finder's fees or commissions were paid in connection with this acquisition.

The following represents the allocation of the purchase price to the net assets acquired based on their respective fair values.  The accompanying consolidated financial statements include the acquisition of Hongrui, effective February 5, 2009, under the purchase method of accounting in accordance with SFAS 141.  The following represents the allocation of the purchase price to the net assets acquired based on their respective fair values.

Inventory	$	147,250
Plant and equipments		3,223,808
Intangible assets		7,810,974
Total assets acquired		11,182,032
Net assets acquired		11,182,032
Total consideration paid	$	11,182,032

The following unaudited pro forma consolidated results of operations for the nine months ended March 31, 2009 and 2008, as if the acquisition of Hongrui had been completed as of the beginning of each period presented.  The pro forma information gives effect to actual operating results prior to the acquisition.  The pro forma amounts does not purport to be indicative of the results that would have actually been obtained if the acquisition had occurred as of the beginning of the periods presented and is not intended to be a projection of future results:

	Nine Months Ended March 31, 2009			Nine Months Ended March 31, 2008
	RESTATED			RESTATED
Net Revenues	$	93,574,164		$	83,101,150
Income from Operations		32,412,705			23,578,314
Net Income		17,742,804			13,895,939
Net Income (loss) Per Shares
Basic	$	1.70		$	1.94
Diluted	$	(0.80	)	$	1.22
Weighted Average number of shares outstanding
Basic		10,421,103			7,151,086
Diluted		14,776,103			7,497,664

Note 4 – Earnings(loss) per share

The Company reports earnings per share in accordance with the provisions of SFAS 128, “Earnings Per Share.” SFAS 128 requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock.

All share and per share amounts used in the Company’s consolidated financial statements and notes thereto have been retroactively restated to reflect the 40-to-1 reverse stock split, which occurred on September 4, 2008.

The following is a reconciliation of the basic and diluted earnings per share computations for the three months ended March 31, 2009 and 2008:

Basic earning per share

	2009		2008
For the three months ended March 31, 2009 and 2008
Net income for basic earnings per share	$	8,855,848	$	4,474,833
Weighted average shares used in basic computation		10,277,762		9,740,129
Earnings per share-Basic	$	0.86	$	0.46

Diluted earning (loss) per share

	2009			2008
For the three months ended March 31, 2009 and 2008
Net income for basic earnings per share	$	8,855,848		$	4,474,833
Add: Interest expense		522,600			75,000
Add: financing cost amortization		170,076			29,534
Add: note discount amortization		1,033,291			416,667
Subtract: unamortized financing cost at beginning of the period		(1,576,793	)		(336,359	)
Subtract: unamortized debt discount at beginning of the period		(30,853,722	)		(4,745,370	)
Net income (loss) for diluted EPS		(21,848,700	)		(85,695	)
Weighted average shares used in basic computation		10,277,762			9,740,128
Diluted effect of convertible debts		4,355,000			500,000
Weighted average shares used in diluted computation		14,632,762			10,240,128
Loss per share-Diluted	$	(1.49)			(0.01)

The following is a reconciliation of the basic and diluted earnings per share computations for the nine months ended March 31, 2009 and 2008:

Basic earning per share

	2009		2008
For the nine months ended March 31, 2009 and 2008
Net income for basic earnings per share	$	17,388,546	$	12,863,288
Weighted average shares used in basic computation		9,937,189		6,507,434
Earnings per share – Basic	$	1.75	$	1.98

Diluted earnings (loss) per share

	2009		2008
For the nine months ended March 31, 2009 and 2008
Net income for basic earnings per share	$	17,388,546	$	12,863,288
Add: Interest expense		1,595,932		100,000
Add: financing cost amortization		510,227		47,583
Add: note discount amortization		2,679,526		434,006
Subtract: unamortized financing cost at beginning of the period		(1,916,943)		(354,408)
Subtract: unamortized debt discount at beginning of the period		(32,499,957)		(5,000,000)
Net income (loss) for diluted EPS		(12,242,669)		8,090,469
Weighted average shares used in basic computation		9,937,189		6,507,434
Diluted effect of stock options and warrants		-		74,357
Diluted effect of convertible notes		4,355,000		272,222
Weighted average shares used in diluted computation		14,292,189		6,854,013
Earnings (loss) per share-Diluted	$	(0.86)	$	1.18

For the three months and nine months ended March 31, 2009, 140,900 stock options and 2,275,000 warrants with an average exercise price of $4.93 and $9.65, respectively, were not included in diluted per share calculation because of the anti-dilutive effect. For the three months ended March 31, 2008, 133,400 and 324,085 stock options and warrants with an average exercise price of $4.2 and $12.16, respectively, were not included in the diluted per share calculation because of the anti-dilutive effect. For the nine months ended March 31, 2008, 324,085 warrants at an exercise price of $12.15 were not included in the diluted earnings per share calculation because of the anti-dilutive effect.

Form 10Q for the period ended September 30, 2009

JIANGBO PHARMACEUTICALS, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GENESIS PHARMACEUTICAL ENTERPRISES, INC.)

CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME

FOR THREE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008

 (UNAUDITED)

	2009			2008
	RESTATED			EESTATED
REVENUES:
Sales	$	24,384,054		$	27,320,750
Sales - related parties		-			243,843
Total revenues		24,384,054			27,564,593
COST OF SALES
Cost of sales		6,260,399			5,713,059
Cost of sales - related parties		-			54,478
Total cost of sales		6,260,399			5,767,537
GROSS PROFIT		18,123,655			21,797,056
RESEARCH AND DEVELOPMENT EXPENSE		1,099,575			1,097,925
SELLING, GENERAL AND  ADMINISTRATIVE EXPENSES		4,341,806			13,351,975
INCOME FROM OPERATIONS		12,682,274			7,347,156
OTHER (INCOME) EXPENSE:
Change in fair value of derivative liabilities		4,821,093			-
Other (income) expense, net		-			914,970
Other income - related parties		(80,636	)		(143,950	)
Non-operating (income) expense		(152,414	)		74,621
Interest expense, net		2,757,178			1,352,794
Loss from discontinued operations		77,208			45,216
Total other expense, net		7,422,429			2,243,651
INCOME BEFORE PROVISION FOR INCOME TAXES		5,259,845			5,103,505
PROVISION FOR INCOME TAXES		3,287,791			1,970,021
NET INCOME		1,972,054			3,133,484
OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustment		152,180			330,641
Unrealized holding  gain (loss)		23,544			(1,562,967	)
COMPREHENSIVE INCOME	$	2,147,778		$	1,901,158
BASIC WEIGHTED AVERAGE NUMBER OF SHARES		10,502,527			9,769,329
BASIC EARNINGS PER SHARE	$	0.19		$	0.32
DILUTED WEIGHTED AVERAGE NUMBER OF SHARES		14,795,027			14,144,329
DILUTED LOSS PER SHARE	$	(1.72)		$	(2.11)

Note 2 - Summary of significant accounting policies

Restatement

The Company previously excluded the dilutive effect of its November 2007 and May 2008 convertible debentures from the diluted earnings per share calculation for the periods ended September 30, 2009 and 2008. The Company has revised its accounting to include the dilutive effect of November 2007 and May 2008 convertible debentures in its diluted earnings per share calculation. The interest expense and amortization expenses on the financing costs and note discounts were added back and all the unamortized financing costs and debt discounts at beginning of the periods were subtracted from the September 30, 2009 and 2008 diluted earnings per shares calculation.

The restatement had no effect on the Company’s consolidated balance sheet, consolidated statement of cash flow, and consolidated statements of shareholders’ equity as of and for the periods September 30, 2009 and 2008. The Company’s consolidated statement of income and other comprehensive income for the periods ended September 30, 2009 and 2008 have been restated as follows:

Diluted loss per share

	Original		Increase (Decrease)			Restated
For the three months ended September 30,2009:
Net income for basic earnings per share	$	1,972,054	$	-		$	1,972,054
Add: interest expense		-		515,546			515,546
Add: financing cost amortization		-		167,595			167,595
Add: note discount amortization		-		1,664,835			1,664,835
Subtract: unamortized financing cost at beginning of the period		-		(1,236,669	)		(1,236,669	)
Subtract: unamortized debt discount at beginning of the period		-		(28,493,090	)		(28,493,090	)
Net loss for diluted earnings per share		1,972,054		(27,381,783	)		(25,409,729	)
Weighted average shares used in basic computation		10,502,527		-			10,502,527
Diluted effect of stock options and warrants		383,008		(383,008	)		-
Diluted effect of convertible notes		-		4,292,500			4,292,500
Weighted average shares used in diluted computation		10,885,535		3,909,492			14,795,027
Loss per share:
Basic	$	0.19	$	-		$	0.19
Diluted	$	0.18	$	(1.90)		$	(1.72)

	Original		Increase (Decrease)			Restated
For the three months ended September 30,2008:
Net income for basic earnings per share	$	3,133,484	$	-		$	3,133,484
Add: interest expense		-		536,666			536,666
Add: financing cost amortization		-		170,076			170,076
Add: note discount amortization		-		662,551			662,551
Subtract: unamortized financing cost at beginning of the period		-		(1,916,944	)		(1,916,944	)
Subtract: unamortized debt discount at beginning of the period		-		(32,499,957	)		(32,499,957	)
Net income (loss) for diluted earnings per share		3,133,484		(33,047,608	)		(29,914,124	)
Weighted average shares used in basic computation		9,769,329		-			9,769,329
Diluted effect of stock options and warrants		92,342		(92,342	)		-
Diluted effect of convertible notes		-		4,375,000			4,375,000
Weighted average shares used in diluted computation		9,861,671		4,282,658			14,144,329
Earnings (loss) per share:
Basic	$	0.32	$	-		$	0.32
Diluted	$	0.32	$	(2.43	)	$	(2.11	)

Note 3 - Earnings per share

The FASB’s accounting standard for earnings per share requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock.

All shares and per share amounts used in the Company’s financial statements and notes thereto have been retroactively restated to reflect the 40-to-1 reverse stock split, which occurred on September 4, 2008.

The following is a reconciliation of the basic and diluted earnings per share computations for the three months ended September 30, 2009 and 2008:

	2009		2008
Net income for basic and diluted earnings per share	$	1,972,054	$	3,133,484
Weighted average shares used in basic computation		10,502,527		9,769,329
Earnings per share:
Basic	$	0.19	$	0.32

Diluted loss per share

	2009		2008
For the three months ended September 30, 2009 and 2008
Net income for basic earnings per share	$	1,972,054	$	3,133,484
Add: interest expense		515,546		536,666
Add: financing cost amortization		167,595		170,076
Add: note discount amortization		1,664,835		662,551
Subtract: unamortized financing cost at beginning of the period		(1,236,669)		(1,916,944)
Subtract: unamortized debt discount at beginning of the period		(28,493,090)		(32,499,957)
Net loss for diluted loss per share		(25,409,729)		(29,914,124)
Weighted average shares used in basic computation		10,502,527		9,769,329
Diluted effect of convertible notes		4,292,500		4,375,000
Weighted average shares used in diluted computation		14,795,027		14,144,329
Loss per share-Diluted	$	(1.72)	$	(2.11)

For the three months ended September 30, 2009, 140,900 vested stock options with an average exercise price of $4.93 and 2,315,000 warrants with an average exercise price of $9.65 were not included in the diluted earnings per share calculation because of the anti-dilutive effect. For the three months ended September 30, 2008, 140,900 vested stock options and 2,349,085 warrants with an average exercise price of $4.93 and $9.60, respectively, were not included in the diluted earnings per share calculation because of the anti-dilutive effect.

Form 10 Q for the period ended December 31, 2009                                                                                                

JIANGBO PHARMACEUTICALS, INC. AND SUBSIDIARIES

(FORMERLY KNOWN AS GENESIS PHARMACEUTICAL ENTERPRISES, INC.)

CONSOLIDATED STATEMENTS OF INCOME AND OTHER COMPREHENSIVE INCOME

FOR THE THREE MONTHS AND SIX MONTHS ENDED DECEMBER 31, 2009 AND 2008

(UNAUDITED)

	For the Three Months Ended						For the Six Months Ended
	December 31,						December 31,
	2009			2008			2009			2008
	RESTATED			RESTATED			RESTATED			RESTATED
REVENUES:
Sales	$	18,179,942		$	32,944,809		$	42,563,996		$	60,265,493
Sales – related parties		-			-			-			243,909
Total revenues		18,179,942			32,944,809			42,563,996			60,509,402
COST OF SALES
Cost of sales		4,667,049			7,138,166			10,927,448			12,851,210
Cost of sales - related parties		-			-			-			54,493
Total cost of sales		4,667,049			7,138,166			10,927,448			12,905,703
GROSS PROFIT		13,512,893			25,806,643			31,636,548			47,603,699
RESEARCH AND DEVELOPMENT EXPENSE		1,106,385			1,098,525			2,205,960			2,196,450
SELLING, GENERAL AND  ADMINISTRATIVE EXPENSES		5,259,213			13,282,421			9,601,019			26,634,396
INCOME FROM OPERATIONS		7,147,295			11,425,697			19,829,569			18,772,853
OTHER (INCOME) EXPENSE:
Change in fair value of derivative liabilities		(6,687,085	)		-			(1,865,992	)		-
Other income - related parties		(80,668	)		(92,774	)		(161,304	)		(236,724	)
Non-operating (income) expense, net		366,685			204,001			214,271			1,193,592
Interest expense, net		6,162,640			1,549,331			8,919,818			2,902,125
Loss from discontinued operations		87,561			1,545,607			164,769			1,590,823
Total other (income) expense, net		(150,867	)		3,206,165			7,271,562			5,449,816
INCOME BEFORE PROVISION FOR INCOME TAXES		7,298,162			8,219,532			12,558,007			13,323,037
PROVISION FOR INCOME TAXES		1,970,021			2,820,346			5,078,191			4,790,367
NET INCOME		5,328,141			5,399,186			7,479,816			8,532,670
OTHER COMPREHENSIVE INCOME:
Unrealized holding gain (loss)		32,827			(384,650	)		56,371			(1,947,617	)
Foreign currency translation adjustment		44,704			248,823			196,884			579,464
COMPREHENSIVE INCOME	$	5,405,672		$	5,263,359		$	7,733,071		$	7,164,517
BASIC WEIGHTED AVERAGE NUMBER OF SHARES		10,983,405			9,771,883			10,744,648			9,770,615
BASIC EARNINGS PER SHARE	$	0.49		$	0.55		$	0.70		$	0.87
DILUTED WEIGHTED AVERAGE NUMBER OF SHARES		14,688,405			14,126,883			14,449,648			14,125,615
DILUTED LOSS PER SHARE	$	(1.23	)	$	(1.88	)	$	(1.23	)	$	(1.62	)

Restatement

The Company previously included the dilutive effect of its options and warrants in the diluted earnings per share calculation for the periods ended December 31, 2009 and 2008. The Company has revised its accounting to exclude the dilutive effect of the options and warrants from its diluted earnings per share calculation as the options and warrants have anti-dilutive effect. Additionally, the Company also revised the interest expense and amortization expenses related to financing costs and note discount add-back amounts to exclude interest expenses and amortization expenses associated with the converted debentures during the period.

The restatement had no effect on the Company’s consolidated balance sheet, consolidated statement of cash flow, and consolidated statements of shareholders’ equity as of and for the period December 31, 2009 and 2008. The Company’s consolidated statement of income and other comprehensive income for the period ended December 31, 2009 and 2008 have been restated as follows:

Diluted loss per share

	Original			Increase (Decrease)			Restated
For the three months ended December 31,2009:
Net income for basic earnings per share	$	5,328,141		$	—		$	5,328,141
Add: interest expense		469,885			(23,096)			446,789
Add: financing cost amortization		284,969			(141,851)			143,118
Add: note discount amortization		5,466,965			(3,559,512)			1,907,453
Subtract: unamortized financing cost at beginning of the period		(1,048,883	)		-			(1,048,883	)
Subtract: unamortized debt discount at beginning of the period		(26,412,220	)		-			(26,412,220	)
Net loss for diluted earnings per share		(15,911,143	)		(3,724,459	)		(19,635,602	)
Weighted average shares used in basic computation		10,983,405			-			10,983,405
Diluted effect of stock options and warrants		376,896			(376,896)			-
Diluted effect of convertible notes		3,705,000			-			3,705,000
Weighted average shares used in diluted computation		15,065,301			(376,896)			14,688,405
Income (Loss) per share:
Basic	$	0.49		$	-		$	0.49
Diluted	$	(1.06	)	$	(0.27)		$	(1.33)

	Original			Increase (Decrease)			Restated
For the three months ended December 31,2008:
Net income for basic earnings per share	$	5,399,186		$	-		$	5,399,186
Add: interest expense		536,666			-			536,666
Add: financing cost amortization		170,076			-			170,076
Add: note discount amortization		983,684			-			983,684
Subtract: unamortized financing cost at beginning of the period		(1,746,868	)		-			(1,746,868	)
Subtract: unamortized debt discount at beginning of the period		(31,837,406	)		-			(31,837,406	)
Net loss for diluted earnings per share		(26,494,662	)		-			(26,494,662	)
Weighted average shares used in basic computation		9,771,883			-			9,771,883
Diluted effect of stock options and warrants		21,434			(21,434	)		-
Diluted effect of convertible notes		4,355,000			-			4,355,000
Weighted average shares used in diluted computation		14,148,317			(21,434	)		14,126,883
Earnings (loss) per share:
Basic	$	0.55		$	-		$	0.55
Diluted	$	(1.87	)	$	(0.01	)	$	(1.88	)

Diluted loss per share

	Original			Increase (Decrease)			Restated
For the six months ended December 31,2009:
Net income for basic earnings per share	$	7,479,816		$	-		$	7,479,816
Add: interest expense		990,715			(99,271)			891,444
Add: financing cost amortization		472,755			(208,963)			263,792
Add: note discount amortization		7,547,835			(4,175,669)			3,372,166
Subtract: unamortized financing cost at beginning of the period		(1,236,669	)		-			(1,236,669	)
Subtract: unamortized debt discount at beginning of the period		(28,493,090	)		-			(28,493,090	)
Net loss for diluted earnings per share		(13,238,638	)		(4,483,903	)		(17,722,541	)
Weighted average shares used in basic computation		10,744,648			-			10,744,648
Diluted effect of stock options and warrants		379,957			(379,957)			-
Diluted effect of convertible notes		3,705,000			-			3,705,000
Weighted average shares used in diluted computation		14,829,605			(379,957	)		14,449,648
Earnings (loss) per share:
Basic	$	0.70		$	-		$	0.70
Diluted	$	(0.89	)	$	(0.34)		$	(1.23)

	Original			Increase (Decrease)			Restated
For the six months ended December 31,2008:
Net income for basic earnings per share	$	8,532,670		$	-		$	8,532,670
Add: interest expense		1,073,332			-			1,073,332
Add: financing cost amortization		340,151			-			340,151
Add: note discount amortization		1,643,236			2,999			1,646,235
Subtract: unamortized financing cost at beginning of the period		(1,916,944	)		-			(1,916,944	)
Subtract: unamortized debt discount at beginning of the period		(32,499,957	)		-			(32,499,957	)
Net loss for diluted earnings per share		(22,827,513	)		-			(22,824,513	)
Weighted average shares used in basic computation		9,770,615			-			9,770,615
Diluted effect of stock options and warrants		47,848			(47,848	)		-
Diluted effect of convertible notes		4,355,000						4,355,000
Weighted average shares used in diluted computation		14,173,463			(47,848	)		14,125,615
Earnings (loss) per share:
Basic	$	0.87		$	-		$	0.87
Diluted	$	(1.61	)	$	(0.01	)	$	(1.62	)

Note 3 - Earnings per share

The FASB’s accounting standard for earnings per share requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock.

All shares and per share amounts used in the Company’s financial statements and notes thereto have been retroactively restated to reflect the 40-to-1 reverse stock split, which occurred on September 4, 2008.

The following is a reconciliation of the basic and diluted earnings per share computations for the three months ended December 31, 2009 and 2008:

Basic earnings per share

	2009		2008
Net income for basic and diluted earnings per share	$	5,328,141	$	5,399,186
Weighted average shares used in basic computation		10,983,405		9,771,883
Earnings per share:
Basic	$	0.49	$	0.55

Diluted loss per share

	2009			2008
Net income for basic earnings per share	$	5,328,141			$	5,399,186
Add: Interest expense		446,789				536,666
Add: financing cost amortization		143,118				170,075
Add: note discount amortization		1,907,453				983,685
Subtract: unamortized financing cost at beginning of the period		(1,048,883	)			(1,746,868	)
Subtract: unamortized debt discount at beginning of the period		(26,412,220	)			(31,837,406	)
Net loss for diluted loss per share		(19,635,602	)			(26,494,662	)
Weighted average shares used in basic computation		10,983,405				9,771,883
Diluted effect of $25,600,000 convertible notes		3,705,000				4,355,000
Weighted average shares used in diluted computation		14,688,405				14,126,883
Loss per share-Diluted	$	(1.33	)		$	(1.88	)

The following is a reconciliation of the basic and diluted earnings per share computations for the six months ended December 31, 2009 and 2008:

Basic earnings per share

	2009		2008
Net income for basic earnings per share	$	7,479,816	$	8,532,670
Weighted average shares used in basic computation		10,744,648		9,770,615
Earnings per share – Basic	$	0.70	$	0.87

Diluted earnings (loss) per share

	2009			2008
Net income for basic earnings per share	$	7,479,816		$	8,532,670
Add: Interest expense		891,444			1,073,332
Add: financing cost amortization		263,792			340,151
Add: note discount amortization		3,372,166			1,646,236
Subtract: unamortized financing cost at beginning of the period		(1,236,669)			(1,916,944	)
Subtract: unamortized debt discount at beginning of the period		(28,493,090)			(32,499,957	)
Net loss for diluted EPS		(17,722,541	)		(22,824,512	)
Weighted average shares used in basic computation		10,744,648			9,770,615
Diluted effect of  convertible notes		3,705,000			4,355,000
Weighted average shares used in diluted computation		14,449,648			14,125,615
Loss per share-Diluted	$	(1.23	)	$	(1.62	)

For the three and six months ended December 31, 2009, 140,900 vested stock options with an average exercise price of $4.93 and 2,315,000 warrants with an average exercise price of $9.59 were not included in the diluted earnings per share calculation because of the anti-dilutive effect. For the three months and six months ended December 31, 2008, 140,900 stock options and 2,349,085 warrants with an average exercise price of $4.93 and $9.60, respectively, were not included in the diluted earnings per share calculation because of the anti-dilutive effect.

Your prompt attention to this filing would be greatly appreciated.  Should you have any questions concerning any of the foregoing, please contact Elsa Sung, our Chief Financial Officer, by telephone at (954) 903-9378.

Sincerely,

/s/ Elsa Sung

Elsa Sung

Chief Financial Officer