As filed with the Securities and Exchange Commission on January 12, 2007
Registration No. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GLOBAL PHARMATECH, INC.
(Exact name of registrant as specified in its charter)

Delaware 33-0976805
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

89 Ravine Edge Drive,
Richmond Hill, Ontario
Canada, L4E 4J6
(Address of Principal Executive Offices)

2006 Equity Incentive Plan
(Full title of the plan)

Zhoujun Li, Secretary
Global Pharmatech, Inc.
89 Ravine Edge Drive,
Richmond Hill, Ontario
Canada, L4E 4J6
(Name and address of agent for service)

(905) 787-8225
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE(3)
- ------------------------------------------------------------------------------------------------------------------
Common Stock 2,000,000 $1.25 $2,500,000 $267.50
- ------------------------------------------------------------------------------------------------------------------
Total 2,000,000 $267.50
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(1) Pursuant to Rule 416 promulgated under the Securities Act of 1933, as
amended, this Registration Statement covers an indeterminate number of
securities to be offered as a result of any adjustments due to stock
splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) based on the closing price for the Common Stock
in the Over-the-Counter Bulletin Board Market on January 10, 2007.
(3) Calculated pursuant to General Instruction E to Form S-8.
================================================================================

EXPLANATORY NOTE

This Registration Statement for Global Pharmatech, Inc., a Delaware
corporation (the "Company") contains two parts. The first part contains a
re-offer prospectus prepared in accordance with the requirements of Part I of
Form S-3 (in accordance with the General Instruction C to Form S-8) which covers
reoffers and resales of "control securities" (as such term is defined in General
Instruction C to Form S-8) of the Company. The reoffer prospectus relates to up
to 2,000,000 shares of Common Stock that have been or may be issued under the
Company's 2006 Equity Incentive Plan (the "Plan").

The second part of this Registration Statement contains information
required pursuant to Part II of Form S-8 and will be used for offers of shares
of Common Stock of the Company that may be issued in connection with the Plan.

PART I

ITEM 1. PLAN INFORMATION.

The document(s) containing the information specified in Part I of Form S-8
will be sent or given to purchasers of the Common Stock pursuant to the Plan as
specified by Rule 428(b)(1) under the Securities Act. Such documents are not
being filed with the Securities and Exchange Commission (the "SEC"), but
constitute, along with the documents incorporated by reference into this
Registration Statement, a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "Securities Act").

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The Company will furnish without charge to each person to whom the
prospectus is delivered, upon the written or oral request of such person, a copy
of any and all of the documents incorporated by reference in Item 3 of Part II
of this Registration Statement, other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference to the information that
is incorporated). Those documents are incorporated by reference in the Section
10(a) prospectus. The Company will also furnish without charge to each person to
whom the Prospectus is delivered, upon the written or oral request of such
person, a copy of other documents required to be delivered to employees pursuant
to Rule 428(b). Requests should be directed to Mr. Zhoujun Li, Global
Pharmatech, Inc., 89 Ravine Edge Drive, Richmond Hill, Ontario, Canada, L4E 4J6,
tel. (905) 787-8225.

NOTE: The re-offer prospectus referred to in the Explanatory Note follows this
page.

REOFFER PROSPECTUS

GLOBAL PHARMATECH, INC.

2,000,000 SHARES OF COMMON STOCK

This Prospectus relates to shares (the "Shares") of Common Stock, par value
$0.0001 per share, of Global Pharmatech, Inc. (the "Company" or "Global") which
may be offered and sold from time to time by certain shareholders of the Company
(the "Selling Shareholders") who have acquired or will acquire such Shares
pursuant to stock options and stock grants issued or issuable under our 2006
Equity Incentive Plan (as amended and supplemented). See "Selling Shareholders."

We will not receive any of the proceeds from the sale of these shares by
the selling shareholders. However, we will receive the proceeds from any
exercise of options to purchase shares to be sold hereunder. See "Use of
Proceeds."

We have agreed to pay the expenses in connection with the registration of
these shares.

Our Common Stock is quoted in both the Pink Sheets and the OTCBB under the
symbol "GBLP."

INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 2 OF THIS PROSPECTUS FOR CERTAIN RISKS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED
HEREBY.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS JANUARY 11, 2007

The Company................................................................ 1
Forward-Looking Statements................................................. 1
Risk Factors............................................................... 1
Use of Proceeds............................................................ 11
Selling Shareholders....................................................... 11
Plan of Distribution....................................................... 12
Limitation on Liability and Indemnification Matters........................ 13
Where You Can Find More Information........................................ 14
Experts.................................................................... 14
Legal Matters.............................................................. 14
Incorporation by Reference................................................. 14

THE COMPANY

Global Pharmatech, Inc. develops, manufactures and markets proprietary
drugs and dietary supplements based on China's five millennia of clinical
experience in traditional Chinese medicine and using modern pharmaceutical
technologies. We also offer a full range of "start to finish" biotechnology
services, including drug discovery (basic research leading to the detection of
new drug candidates), preclinical research and clinical experimentation. We
utilize unique extraction methods and innovative techniques that have been
developed by our research and development team. Our core businesses are to
license our patents and technologies relating to botanical/biological drugs to
other pharmaceutical companies, and to manufacture and market our products in
China and around the globe. Our operations are currently conducted, through our
subsidiaries, in the People's Republic of China (PRC), with sales distribution
in China, the United States, Hong Kong, Malaysia, Singapore and Indonesia. Sales
outside China are made either directly to foreign distributors or through a Hong
Kong-based distributor, which sells on to those areas indicated above.

Global was incorporated in Delaware in 2001 under the name Autocarbon.com,
Inc. On January 24, 2005, our company entered into a Share Purchase Agreement
with Natural Pharmatech, Inc., a British Virgin Islands corporation (Natural
Pharmatech), and its shareholders, under which, on February 9, 2005, we acquired
all of Natural Pharmatech's shares in exchange for 80% of our common stock,
which was issued to Natural Pharmatech's shareholders. Natural Pharmatech was
formed in 2004 under British Virgin Islands law as a holding company to own the
subsidiaries that make up our business operations. Its principal subsidiary,
Natural Pharmatech (Jilin China) Co., Ltd. (Natural Pharmatech China) is located
in Changchun in the Jilin Province of China, where it originated as a research
department within the Affiliated Hospital of Changchun Traditional Chinese
Medicine College. It was organized as a separate private for-profit entity in
February 2001.

Our principal executive offices in the People's Republic of China are
located at 509 Maoxiang St., Changchun, People's Republic of China. Our
telephone number there is +86-431-5541869. We also maintain an office at 89
Ravine Edge Drive, Richmond Hill, Ontario, Canada L4E 4J6, where our telephone
number is 1-905-787-8225.

FORWARD-LOOKING STATEMENTS

Statements in this prospectus that are not descriptions of historical facts
are forward-looking statements within the meaning of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995. Reference is
made in particular to the description of our plans and objectives for future
operations and assumptions underlying such plans and objectives and other
forward-looking terminology such as "may," "expects," "believes," "anticipates,"
"intends," "projects," or similar terms, variations of such terms or the
negative of such terms. Forward-looking statements are based on management's
current expectations. Actual results could differ materially from those
currently anticipated due to a number of factors, including those set forth
under "Risk Factors."

RISK FACTORS

Investing in our securities involves a great deal of risk. You should
carefully consider the following factors as well as other information included
in this prospectus before deciding to purchase our common stock. You should pay
particular attention to the fact that we conduct a majority of our operations in
China and are governed by a legal and regulatory environment that in some
respects differs significantly from the environment that may prevail in other
countries. Our business, financial condition or results of operations could be
affected materially and adversely by any or all of these risks.

THE FOLLOWING MATTERS MAY HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS,
FINANCIAL CONDITION, LIQUIDITY, RESULTS OF OPERATIONS OR PROSPECTS, FINANCIAL OR
OTHERWISE. REFERENCE TO THIS CAUTIONARY STATEMENT IN THE CONTEXT OF A
FORWARD-LOOKING STATEMENT OR STATEMENTS SHALL BE DEEMED TO BE A STATEMENT THAT
ANY ONE OR MORE OF THE FOLLOWING FACTORS MAY CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE IN SUCH FORWARD-LOOKING STATEMENT OR STATEMENTS.

RISKS RELATED TO OUR BUSINESS

WE HAVE A LIMITED OPERATING HISTORY. We were founded and commenced
operations in 2001. Our operating history may be insufficient for you to
evaluate our business and future prospects. We have sustained losses in the past
and cannot assure you that we will become profitable or that we will not incur
more losses in the future. We expect that our operating expenses will increase
as we expand. We will have significant operating losses if we fail to realize
anticipated revenue growth. We will continue to encounter risks and difficulties
frequently experienced by companies at a similar stage of development, including
that we may fail to implement successfully our business model and strategy, or
prudently adapt and modify them as needed; increase awareness of our brands,
protect our reputation and develop customer loyalty; competently manage our
expanding operations and service offerings, including integration of any future
acquisitions; maintain adequate control of our expenses; and anticipate and
adapt to changing conditions in our markets, government regulation, our
competition and relevant technology.

If we are not successful in addressing any or all of these risks, our
business may be materially and adversely affected.

WE HAVE HAD LOSSES IN THE PAST AND MAY HAVE FUTURE LOSSES. WE MAKE NO
ASSURANCES THAT WE WILL BE ABLE TO ACHIEVE SUSTAINABLE PROFITABILITY. We have
had operating losses since completing our reverse merger in 2005. Although we
made a profit for the year ended December 31, 2005, we will not continue to be
profitable unless we materially increase our sales. The burden of our debt and
current interest liabilities makes it prudent to attract equity investment
rather than further debt to help us grow. Our new product development and
management's ability to successfully manage the business will be essential to
achieving consistent profitability. Although our revenues have grown in recent
quarters, this growth may not be sustained and we may never become consistently
profitable. As sales of goods grow and become a larger part of our total
revenues, we may experience smaller overall margins, as sales of our products
have higher costs of sales than our other revenue streams.

WE HAVE NEVER PAID CASH DIVIDENDS AND ARE NOT LIKELY TO DO SO IN THE
FORESEEABLE FUTURE. We currently intend to retain any future earnings for use in
the operation and expansion of our business. We do not expect to pay any cash
dividends in the foreseeable future but will review this policy as circumstances
dictate.

THE MARKET IN WHICH WE COMPETE IS HIGHLY COMPETITIVE, FAST-PACED AND
FRAGMENTED, AND WE MAY NOT BE ABLE TO MAINTAIN MARKET SHARE. We expect
competition to persist and intensify in the future. Our principal competitors
are Tongrentang and Guangzhou Pharmaceutical, and we also compete with a number
of other, smaller firms. Both Tongrentang and Guangzhou Pharmaceutical are
publicly-traded companies that are substantially larger and have greater
resources than Global. We face the risk that new competitors with greater
resources than ours will enter our market, and that increasing competition will
result in lower prices. If we must significantly reduce our prices, the decrease
in revenues could adversely affect our profitability.

Our products must keep pace with developments in our industry or they may
be displaced by competitors' products. Our industry is characterized by rapid
product development, with significant competitive advantages gained by companies
that introduce products that are first to market, deliver constant innovation in
products and techniques, offer frequent new product introductions and have
competitive prices. Our future growth partially depends on our ability to
develop products that are more effective in meeting consumer needs. In addition,
we must be able to manufacture and effectively market those products. The sales
of our existing products may decline if a competing product is introduced by
other companies.

The success of our new product offerings depends upon a number of factors,
including our ability to accurately anticipate consumer needs, innovate and
develop new products, successfully commercialize new products in a timely
manner, price our products competitively, manufacture and deliver our products
in sufficient volumes and in a timely manner and differentiate our product
offerings from those of our competitors. If we fail to make sufficient
investments in research and pay close attention to consumer needs or we focus on
technologies that do not lead to more effective products, our current and future
products could be surpassed by more effective or advanced products of others.

We have limited control over the activities of our distributors, which
generally are not employed or otherwise controlled by us, are free to conduct
their business at their own discretion and may be dedicated more to establishing

their own reputations and business relationships than to promoting our products.
By the same token, the simultaneous loss of a number of our distributors could
have a material adverse effect on our business, financial condition and results
of operations.

KEY EMPLOYEES ARE ESSENTIAL TO OUR BUSINESS. Our senior management is
essential to executing our strategy. We will need to retain these people and
attract others to succeed. We require specialized professionals in a variety of
areas, some of which are addressed by relatively few companies. As a result,
depending upon how our business grows, we may experience difficulty in hiring
and retaining highly skilled employees.

We compete for qualified professionals with a number of Chinese research
institutions, some of which are more established than we are and have the
ability to pay more cash and other compensation than we do. Competition for
qualified individuals is intense, and we cannot be certain that our search for
them will be successful. If we are unable to hire and retain skilled
professionals, our business, financial condition, operating results and future
prospects could be materially adversely affected. We do not have key-person
insurance for any of our senior managers or employees.

ESTABLISHING AND EXPANDING INTERNATIONAL OPERATIONS REQUIRES SIGNIFICANT
MANAGEMENT ATTENTION. Substantially all of our current revenues are derived from
China. We intend to expand our international operations in Southeast Asia and
the United States, which, if not planned and managed properly, could materially
adversely affect our business, financial condition and operating results.
Expanding internationally exposes us to legal uncertainties, new regulatory
requirements, liability, export and import restrictions, tariffs and other trade
barriers, difficulties in managing operations across disparate geographic areas,
foreign currency fluctuations, dependence on local distributors and potential
disruptions in sales or manufacturing due to military or terrorist acts, as well
as longer customer payment cycles and greater difficulties in collecting
accounts receivable. We may also face challenges in protecting our intellectual
property or avoiding infringement of others' rights, and in complying with
potentially uncertain or adverse tax laws.

We do not currently enter into forward exchange rate contracts to hedge the
financial risks of international operations, but expect to do so in the future.

FLUCTUATIONS IN THE VALUE OF THE RMB RELATIVE TO FOREIGN CURRENCIES COULD
AFFECT OUR OPERATING RESULTS. Most of our operations are conducted in Chinese
Renminbi. We also hold Hong Kong Dollars in at least one bank account. To the
extent future revenue is denominated in foreign currencies, such as the U.S.
dollar, we would be subject to increased risks of foreign currency exchange rate
fluctuations that could have a material adverse affect on our business,
financial condition and operating results. The value of Hong Kong dollars and
Chinese Renminbi against the U.S. dollar and other currencies may fluctuate and
is affected by, among other things, changes in the PRC's political and economic
conditions. As our operations are primarily in Asia, any significant revaluation
of Hong Kong dollars or the Chinese Renminbi may materially and adversely affect
our cash flows, revenues and financial condition. For example, to the extent
that we need to convert U.S. dollars into Hong Kong dollars or Chinese Renminbi
for our operations, appreciation of either currency against the U.S. dollar
could have a material adverse effect on our business, financial condition and
results of operations. Conversely, if we decide to convert our Hong Kong dollars
or Chinese Renminbi into U.S. dollars for other business purposes and the U.S.
dollar appreciates against either currency, the U.S. dollar equivalent of the
currency we convert would be reduced. To date, we have not engaged in any
hedging transactions in connection with our international operations.

CHINESE FOREIGN EXCHANGE CONTROLS MAY LIMIT OUR ABILITY TO UTILIZE REVENUES
EFFECTIVELY AND RECEIVE DIVIDENDS AND OTHER PAYMENTS FROM OUR CHINESE
SUBSIDIARIES. Our Chinese subsidiaries are subject to Chinese rules and
regulations on currency conversion. The Chinese government regulates the
conversion of the Chinese RMB into foreign currencies. Currently, foreign
investment enterprises are required to apply for authority (renewed annually) to
open foreign currency accounts governing conversion for payment of dividends,
limited capital items such as direct investments, loans, and issuances of
securities, some of which may be effected without governmental approval, while
others require authorization.

Our subsidiaries' ability to remit funds to us may be limited by these
restrictions. There can be no assurance that the relevant regulations in China
will not be amended so as to adversely affect our ability to obtain funds from
our subsidiaries.

OUR OPERATIONS COULD BE CURTAILED IF WE ARE UNABLE TO OBTAIN REQUIRED
ADDITIONAL FINANCING. ADDITIONAL FINANCING COULD ALSO RESULT IN DILUTION TO OUR
EXISTING STOCKHOLDERS OR RESTRICTIONS ON OUR FINANCIAL DISCRETION. Since
inception our investments and operations primarily have been financed through
sales of our common stock and proceeds from our current sales. In the future we
may need to raise additional funds through public or private financing, which
may include the sale of equity securities or equity or debt securities
convertible into or exchangeable for our common stock. The issuance of these
securities could result in dilution to our stockholders. To the extent that we
raise additional capital by issuing debt securities, we would incur substantial
interest obligations, may be required to pledge assets as security for the debt
and may be constrained by restrictive financial and/or operational covenants.
Debt financing would also be superior to your interest in bankruptcy or
liquidation. To the extent we raise additional funds through licensing or other
arrangements, it may be necessary to relinquish some rights to our technologies
or products, or grant licenses on unfavorable terms.

If we are unable to raise capital when needed, our business growth strategy
may slow, which could severely limit our ability to increase revenue, and we may
be unable to take advantage of business opportunities or respond to competition.

OUR COMPLIANCE WITH THE SARBANES-OXLEY ACT AND SECURITIES AND EXCHANGE
COMMISSION RULES CONCERNING INTERNAL CONTROLS MAY BE TIME CONSUMING, DIFFICULT
AND COSTLY. Although individual members of our management team have experience
as officers of publicly-traded companies, much of that experience came prior to
the adoption of the Sarbanes-Oxley Act of 2002 ("Sarbanese-Oxley"). We have only
recently become a publicly-traded company. It may be time consuming, difficult
and costly for us to develop and implement the internal controls and reporting
procedures required by Sarbanes-Oxley. We may need to hire additional financial
reporting, internal controls and other finance staff in order to develop and
implement appropriate internal controls and reporting procedures. If we are
unable to comply with Sarbanes-Oxley's internal controls requirements, we may
not be able to obtain the independent accountant certifications that
Sarbanes-Oxley requires publicly-traded companies to obtain.

RISKS OF DOING BUSINESS IN CHINA

OUR OPERATIONS AND ASSETS ARE SUBJECT TO SIGNIFICANT POLITICAL AND ECONOMIC
UNCERTAINTIES. Changes in laws and regulations, or their interpretation, or the
imposition of confiscatory taxation, restrictions on currency conversion,
imports and sources of supply, devaluations of currency or the nationalization
or other expropriation of private enterprises could have a material adverse
effect on our business, results of operations and financial condition. Under its
current leadership, the Chinese government has been pursuing economic reform
policies that encourage private economic activity and greater economic
decentralization. There is no assurance, however, that the Chinese government
will continue to pursue these policies, or that it will not significantly alter
these policies from time to time without notice.

As China changes its economy from planned to more market-oriented,
uncertainties arise regarding governmental policies and measures. Although, in
recent years, the Chinese government has implemented measures emphasizing the
use of market forces for economic reform, reduction of state ownership of
productive assets, and establishment of sound corporate governance practices, a
substantial portion of productive assets in China are still owned by the Chinese
government. For example, all lands are state owned and leased to business
entities or individuals through governmental grants of state-owned land use
rights. The grant process is typically based on government policies at the time
of grant, which can be lengthy and complex and may adversely affect any
expansion of our operations. The Chinese government also exercises significant
control over China's economic growth through allocation of resources, foreign
currency control and providing preferential treatment to particular industries
or companies.

Products distributed outside China are subject to government regulations of
different jurisdictions, which could be stricter than in China. In some
developed countries, the government regulations for product approval could be
stricter than in China, while in developing countries, government regulation
could be uncertain.

WE ARE REQUIRED TO OBTAIN LICENSES TO EXPAND OUR BUSINESS IN MAINLAND
CHINA. Our activities must be reviewed and approved by various national and
local agencies of the Chinese government before they will issue business
licenses to us. There can be no assurance that Chinese authorities will continue

to approve and renew our licenses. If we are unable to obtain licenses or
renewals we will not be able to continue our business operations in China, which
would have a material adverse effect on our business, financial condition and
results of operations.

WEAKENED POLITICAL RELATIONS BETWEEN THE U.S. AND CHINA COULD MAKE US LESS
ATTRACTIVE. Sino-U.S. relations are subject to sudden fluctuation and periodic
tension. Changes in political conditions in China and the U.S. are difficult to
predict and could adversely affect our operations, and our future business plans
and profitability.

OUR OPERATIONS MAY NOT DEVELOP IN THE SAME WAY OR AT THE SAME RATE AS MIGHT
BE EXPECTED IF THE PRC ECONOMY WERE SIMILAR TO THE MARKET-ORIENTED ECONOMIES OF
OECD MEMBER COUNTRIES. The economy of the China has historically been a
nationalistic, "planned economy," meaning it functions and produces according to
governmental plans and pre-set targets or quotas. In certain aspects, China's
economy has been transitioning to a more market-oriented economy. However, there
can be no assurance of the future direction of these economic reforms or the
effects these measures may have. China's economy also differs from the economies
of most countries belonging to the Organization for Economic Cooperation and
Development, an international group of member countries sharing a commitment to
democratic government and market economy. For instance:

* the number and importance of state-owned enterprises in China is
greater than in most OECD countries;
* the level of capital reinvestment is lower in China than in most OECD
countries; and
* Chinese policies make it more difficult for foreign firms to obtain
local currency in China than in OECD jurisdictions.

As a result of these differences, our operations may not develop in the
same way or at the same rate as might be expected if China's economy were
similar to those of OECD member countries.

THE ECONOMY OF CHINA HAS BEEN EXPERIENCING UNPRECEDENTED GROWTH, WHICH
COULD BE CURTAILED IF THE GOVERNMENT TRIES TO CONTROL INFLATION BY TRADITIONAL
MEANS OF MONETARY POLICY OR ITS RETURN TO PLANNED-ECONOMY POLICIES, ANY OF WHICH
WOULD HAVE AN ADVERSE EFFECT ON US. The Chinese economy's rapid growth has led
to higher levels of inflation. Government attempts to control inflation may
adversely affect the business climate and growth of private enterprise in China,
and may create a more challenging revenue and expense environment for our
business, which could have an adverse effect on our profitability.

CHINESE BUSINESS AND COMMERCIAL LAW IS RELATIVELY RECENT AND REMAINS IN
FLUX, AND WE MAY HAVE LIMITED LEGAL RECOURSE UNDER CHINESE LAW IF DISPUTES ARISE
UNDER OUR CONTRACTS WITH THIRD PARTIES. The Chinese government has enacted some
laws and regulations dealing with matters such as corporate organization and
governance, foreign investment, commerce, taxation and trade. Its experience in
implementing, interpreting and enforcing these laws and regulations, however, is
limited, and our ability to enforce commercial claims or to resolve commercial
disputes is unpredictable. If our business is unsuccessful, or other adverse
circumstances arise from our business transactions, we face the risk that our
counterparties may seek ways to terminate the transactions, or, may hinder or
prevent us from accessing important information regarding their financial and
business operations. The resolution of these matters may be subject to the
exercise of considerable discretion by agencies of the Chinese government, and
forces unrelated to the legal merits of a particular matter or dispute may
influence their determination. Any rights we may have to specific performance,
or to seek an injunction under Chinese law, may be limited. Without a means of
recourse by virtue of the Chinese legal system, we may be unable to prevent
these situations from occurring. The occurrence of any such events could have a
material adverse effect on our business, financial condition and results of
operations.

YOU MAY EXPERIENCE DIFFICULTIES IN EFFECTING SERVICE OF LEGAL PROCESS,
ENFORCING FOREIGN JUDGMENTS OR BRINGING ORIGINAL ACTIONS IN CHINA BASED ON
UNITED STATES JUDGMENTS AGAINST US, OUR SUBSIDIARIES, OFFICERS AND DIRECTORS AND
OTHERS. Substantially all of our assets are located in China, and our management
reside and have their assets there. As a result, it may not be possible for U.S.
investors to effect service of process within the U.S. or elsewhere outside
China on our directors or executive officers, including with respect to matters
arising under U.S. federal or state securities laws. China does not have
treaties providing for reciprocal recognition and enforcement of judgments of

courts with the U.S. or many other countries. As a result, recognition and
enforcement in China of such judgments in relation to any matter, including U.S.
securities laws, may be difficult or impossible. An original action may be
brought in China against our subsidiaries' assets, directors and executive
officers only if the actions are not required to be arbitrated by Chinese law
and the facts alleged in the complaint give rise to a cause of action under
Chinese law. In connection with such an original action, a Chinese court may
award civil liability, including monetary damages.

WE MUST COMPLY WITH U.S. LAWS PROHIBITING CORRUPT BUSINESS PRACTICES
OUTSIDE THE UNITED STATES, WHICH MAY PUT US AT A COMPETITIVE DISADVANTAGE. We
are required to comply with the U.S. Foreign Corrupt Practices Act, which
prohibits U.S. companies from engaging in bribery or other prohibited payments
to foreign officials for the purpose of obtaining or retaining business. Foreign
companies, including some of our competitors, are not subject to these
prohibitions. Corruption, extortion, bribery, pay-offs, theft and other
fraudulent practices occur from time-to-time in mainland China. If our
competitors engage in these practices they may receive preferential treatment
from personnel of some companies, giving our competitors an advantage in
securing business, or from government officials who might give them priority in
obtaining new licenses, which would put us at a disadvantage. Although we inform
our personnel that such practices are illegal, we can not assure you that our
employees or other agents will not engage in such conduct for which we might be
held responsible. If our employees or other agents are found to have engaged in
such practices, we could suffer severe penalties.

RISKS RELATED TO OUR PRODUCTS

WE MAY INCUR SUBSTANTIAL UNINSURED LIABILITIES AND BE REQUIRED TO LIMIT
COMMERCIALIZATION OF OUR PRODUCTS IN RESPONSE TO PRODUCT LIABILITY LAWSUITS. The
manufacture, marketing and sale of our products entail inherent risks of product
liability. As a manufacturer of products designed for human consumption, we are
subject to product liability claims that use of our products has resulted in
injury. Some of our products contain vitamins, minerals, herbs and other
ingredients that are not subject to pre-market regulatory approval. Our products
could contain contaminated substances, and some of our products contain
innovative ingredients that do not have long histories of human consumption.
Previously unknown adverse reactions resulting from human consumption of these
ingredients could occur.

We may be held liable if serious adverse reactions from the use of our
products occur. If we cannot successfully defend ourselves against product
liability claims, we may incur substantial liabilities and damage to our
commercial reputation, or be required to limit commercialization of our
products.

Our inability to obtain sufficient product liability insurance at
acceptable cost against claims could prevent or inhibit commercialization of our
products. We currently do not carry product liability insurance. We may not be
able to obtain insurance at reasonable cost, if at all. If we obtain insurance
in the future, it may not adequately compensate us for all losses that we may
incur, which could have a material adverse effect on our business.

CONSUMERS MAY NOT ACCEPT AND USE OUR PRODUCTS. Even if regulatory bodies
approve our products, consumers may not accept and use them. Acceptance and use
will depend upon a number of factors, including perceptions by the health and
nutrition community about their safety and effectiveness, changing consumer
preferences and trends, our products' cost-effectiveness relative to competing
products and the effectiveness of marketing and distribution efforts by us, our
licensees and distributors, if any. Reimbursement for our products from
government or other healthcare payors is generally minimal, and any such
reimbursement is problematic, in that payors routinely challenge prices charged,
limit coverage and provide inadequate reimbursement, which would diminish market
acceptance of our products.

Our success depends in part on our ability to anticipate and respond to
changes in consumer trends, and we may not respond in a timely or commercially
appropriate manner to them. Because markets for our products differentiate
geographically, we must accurately assess demand in each specific market into
which we wish to make sales. If we fail to invest in extensive market research
on consumer health needs in each market we target, we may face limited market
acceptance of our products, which could have a material adverse effect on our
sales and earnings. If we cannot compete successfully for market share against
other pharmaceutical companies, we may not achieve sufficient product revenues,
and our business will suffer.

OBTAINING AND MAINTAINING NECESSARY REGULATORY APPROVALS FOR OUR PRODUCTS
MAY BE TIME CONSUMING, DIFFICULT AND COSTLY. IF WE FAIL TO DO SO, WE WILL BE
UNABLE TO SELL OUR PRODUCTS IN SOME AREAS. Our current products require and have
obtained regulatory review and approval for sale. We anticipate that future
product candidates we develop will also require such review and approval.
Government regulation includes inspection of and controls over testing,
manufacturing, safety and environmental standards, efficacy, labeling,
advertising, promotion, record keeping and sale and distribution generally. The
required effort to achieve approval may be time consuming, difficult and costly,
and we cannot predict whether such approvals would be obtained in particular
cases. Regulators have substantial discretion in approving products such as
ours, and may either decline to do so or require us to spend considerable effort
to achieve a different result. That process may also be delayed by changes in
government regulation, future legislation, administrative action or changes in
policy that occur prior to or during regulatory review. Delays in obtaining
regulatory approvals may delay commercialization of, and our ability to derive
product revenues from, the affected products, impose costly procedures on us,
and diminish any competitive advantages we may otherwise enjoy.

In addition, even after approval, regulated products are subject to
continuing review, reporting requirements and other compliance obligations. The
discovery of previously unknown problems with our products, our own
manufacturing or manufacturing by third parties, may result in restrictions on
our products or in their manufacture, including withdrawal of the product from
the market.

Internationally, our products are subject to regulatory requirements that
vary by country. Obtaining approval to sell our products internationally
involves complexities of dealing with a variety of governmental regulations. We
have limited experience in dealing with the specific regulations that may be
required to sell our products in certain international markets, which could
delay our ability to obtain relevant regulatory approval for our products. In
addition, our product sales in other countries are subject to product regulatory
regimes of various degrees and direct marketing or distribution regulations.
There can be no assurance that our current operations will not be adversely
affected by compliance issues and changes in applicable laws and regulations in
relevant jurisdictions.

WE RELY ON A LIMITED NUMBER OF VENDORS TO SUPPLY RAW MATERIALS AND FINISHED
GOODS FOR OUR PRODUCTS. Regulatory authorities also periodically inspect
manufacturing facilities, including third parties who manufacture our products
or our active ingredients for us, and may challenge their qualifications or
competence. Pharmaceutical manufacturing facilities must comply with applicable
good manufacturing practice standards, and manufacturers usually must invest
substantial funds, time and effort to ensure full compliance with these
standards and make quality products. We do not have control over our contract
manufacturers' compliance with these requirements. Failure to comply with
regulatory requirements can result in sanctions, fines, delays, suspensions of
approvals, seizures or recalls of products, operating restrictions,
manufacturing interruptions, costly corrective actions, injunctions, adverse
publicity against us and our products and criminal prosecutions.

If we are unable to obtain sufficient supplies of raw materials, if
climatic or environmental conditions adversely affect them or if they increase
significantly in price, our business would be seriously harmed. If any of our
current or future third-party suppliers cease to supply products in the quantity
and quality we need to manufacture our products, or if they are unable to comply
with applicable regulations, the qualification of other suppliers could be a
lengthy process, and there may not be adequate alternatives to meet our needs.
As a result, we may not be able to obtain the necessary ingredients used in our
products in the future on a timely basis, if at all. This would negatively
affect our business.

MANUFACTURING RISKS. There are risks associated with ingredients mixing and
production processes and techniques. Our manufacturing process requires a
significant degree of technical expertise. If we fail to manufacture our
products to specifications or inadvertently use defective materials in the
manufacturing process, the reliability and performance of our products will be
compromised.

Any significant disruption in our manufacturing operations for any reason,
such as regulatory requirements and loss of certifications, power interruptions,
fires, hurricanes, war or other force majeure, could adversely affect our sales
and customer relationships.

IF WE FAIL TO PROTECT ADEQUATELY OR ENFORCE OUR INTELLECTUAL PROPERTY
RIGHTS, OR TO SECURE RIGHTS TO PATENTS OF OTHERS, THE VALUE OF OUR INTELLECTUAL
PROPERTY RIGHTS COULD DIMINISH. Our success, competitive position and revenues
will depend in part on our ability, and the ability of our licensors, to obtain
and maintain patent or other intellectual property protection for our products,
methods, processes and other technologies, to preserve our trade secrets, to
prevent third parties from infringing on our proprietary rights and to operate
without infringing the proprietary rights of third parties.

Our patents, trade secrets, trademarks, service marks and similar
intellectual property are critical to our success. We rely on patent, trademark
and trade secret law, as well as confidentiality and license agreements with our
employees, customers, partners and others, to protect our proprietary rights. We
have received patent protection for certain of our products in the People's
Republic of China. We have not applied for any patent or other protection in
countries other than China. We cannot predict the degree and range of protection
patents or other intellectual property rights will afford us against
competitors, including whether third parties will find ways to invalidate or
otherwise circumvent our patents, if and when patents will issue, whether or not
others will obtain patents claiming aspects similar to ours, or if we will need
to initiate litigation or administrative proceedings, which may be costly
whether we win or lose.

Our success also depends on the skills, knowledge and experience of our
employees, consultants, advisors, licensors and contractors. To help protect our
proprietary know-how and inventions for which patents may be unobtainable or
difficult to obtain, we rely on trade secret protection and confidentiality
agreements. To this end, we require all of our employees, consultants, advisors
and contractors to enter into confidentiality and, where applicable, grant-back
agreements. These agreements may not provide adequate protection in the event of
unauthorized use or disclosure or the lawful development by others of such
information. If any of our intellectual property is disclosed, its value would
be significantly impaired, and our business and competitive position would
suffer.

IF WE INFRINGE THE RIGHTS OF THIRD PARTIES, WE COULD BE PREVENTED FROM
SELLING PRODUCTS, FORCED TO PAY DAMAGES, AND COMPELLED TO DEFEND AGAINST
LITIGATION. We could also incur substantial costs, and have to obtain licenses,
which may not be available on commercially reasonable terms (if at all),
redesign our products or processes, stop using the subject matter claimed in the
asserted patents, pay damages or defend litigation or administrative
proceedings. All these may be costly, whether we win or lose, and could result
in a substantial diversion of valuable management resources.

We believe we do not infringe others' proprietary rights. However, we
cannot guarantee that no third party will claim infringement in the future.
Resolving such issues traditionally has resulted, and could in our case result,
in lengthy and costly legal proceedings, the outcome of which cannot be
predicted accurately.

RISK RELATED TO MANAGEMENT

THE CONCENTRATED OWNERSHIP OF OUR CAPITAL STOCK MAY BE AT ODDS WITH YOUR
INTERESTS, AND HAVE THE EFFECT OF DELAYING OR PREVENTING A CHANGE IN CONTROL OF
OUR COMPANY. Our directors, officers, key personnel and their affiliates as a
group beneficially own or control the vote of approximately 84.96% of our
outstanding capital stock, and control the Company. They will be able to
continue to exercise significant influence over all matters affecting the
Company, including the election of directors, formation and execution of
business strategy and approval of mergers, acquisitions and other significant
corporate transactions, which may have an adverse effect on the stock price.
They may have conflicts of interest and interests that are not aligned with
yours in all respects.

MANAGEMENT IS INEXPERIENCED IN RUNNING A U.S. PUBLIC COMPANY. We are
managed by a management team that is relatively unfamiliar with the capital
market and the processes by which a U.S. public company should be managed and
operated. Management is currently making efforts to familiarize itself with the
relevant laws, rules and regulations and market practice, but there can be no
assurance that it can master the relevant knowledge and skills and set up the
required systems in time to prevent mistakes and to meet shareholder and market
expectations.

WE MAY NOT SUCCESSFULLY MANAGE OUR GROWTH. Our success will depend upon the
expansion of our operations and the effective management of our growth, which
will place a significant strain on our management and administrative,
operational, and financial resources. To manage this growth, we must expand our

facilities, augment our operational, financial and management systems, and hire
and train additional qualified personnel. If we are unable to manage our growth
effectively, our business would be harmed.

MANAGEMENT MAY APPLY THE PROCEEDS OF THIS OFFERING TO USES FOR WHICH YOU
MAY DISAGREE. Our management will have considerable discretion in using the
proceeds of this Offering, and you will not have an opportunity, as part of your
investment decision, to assess whether the proceeds are being used
appropriately. The proceeds may be used for corporate purposes with which you
may disagree.

RISKS SPECIFIC TO THIS OFFERING

WHEN THIS OFFERING BECOMES EFFECTIVE, THERE WILL BE A SIGNIFICANT NUMBER OF
SHARES OF COMMON STOCK ELIGIBLE FOR SALE, WHICH COULD DEPRESS THE MARKET PRICE.
IT IS UNLIKELY THAT ALL THE SHARES TO BE SOLD IN THIS OFFERING COULD BE SOLD
WITHOUT OUR STOCK'S MARKET PRICE BEING MATERIALLY ADVERSELY AFFECTED. Shares may
also be offered from time to time in the open market pursuant to Rule 144 under
the Securities Act: these sales may have a depressive effect as well. In
general, a person who has held restricted shares for a period of one year may,
upon filing a notification with the SEC Form 144, sell into the market common
stock in an amount equal to the greater of one percent of the outstanding shares
or the average weekly trading volume during the last four weeks prior to such
sale. Such sales may be repeated once each three months, and any of the
restricted shares may be sold by a non-affiliate after they have been held two
years.

In particular, sales of significant amounts of shares held by our directors
and executive officers, or the prospect of these sales, could adversely affect
the market price of our common stock.

There are short selling activities in both the Pink Sheets and OTCBB, where
our stock is quoted. Short-selling is market selling a position not backed by
any possession of the subject shares, generally in anticipation of a decline in
a stock's price. Short sales are often conducted by speculators, and may further
depress our common stock price.

WE CANNOT ASSURE YOU THAT THE COMMON STOCK WILL BECOME LIQUID OR THAT IT
WILL BE LISTED ON A SECURITIES EXCHANGE. We currently have no plans to seek to
have the Company's common stock listed on NASDAQ or a national securities
exchange. If we determine to do so in the future, however, we cannot assure you
that we will be able to meet the initial listing standards of any other trading
system or stock exchange, or that we will be able to maintain any such listing.

Because we became public by means of a reverse merger, we may not attract
the attention of major brokerage firms, since there is little incentive to
brokerage firms to recommend the purchase of our common stock. No assurance can
be given that brokerage firms will want to conduct any secondary offerings on
our behalf in the future.

BECAUSE OUR STOCK IS QUOTED IN BOTH THE PINK SHEETS AND OTCBB, INFORMATION
CONCERNING THE VALUE OF OUR STOCK MAY BE DIFFICULT TO OBTAIN AND UNRELIABLE, AND
OUR STOCK PRICE MAY BE VOLATILE. There has only been a limited public market for
our securities, and there can be no assurance that an active trading market will
be maintained. Both the Pink Sheets and OTCBB are a relatively unorganized,
inter-dealer, over-the-counter market that provides significantly less liquidity
than NASDAQ and the national securities exchanges. Both the Pink Sheets and
OTCBB securities are frequent targets of fraud or market manipulation, both
because of their generally low prices and because both the Pink Sheets and OTCBB
issuer reporting requirements are less stringent than those of the stock
exchanges or NASDAQ. Dealers' spreads (the difference between the bid and ask
prices) may be large in both the Pink Sheets and OTCBB transactions, causing
higher purchase prices and less sale proceeds for purchasers or sellers of our
securities. Trades and quotations in both the Pink Sheets and OTCBB involve a
manual process that may delay order processing. Price fluctuations during a
delay can result in the failure of a limit order to execute or cause execution
of a market order at a price significantly different from the price prevailing
when an order was entered. Consequently, one may be unable to trade in our
common stock at optimum prices.

The trading price of our common stock is expected to continue to fluctuate
significantly, and, as is the case for both the Pink Sheets and OTCBB securities
generally, is not published in newspapers. It is not necessarily a reliable

indicator of our common stock's fair market value or fair value. There is a
significant risk that the market price of our common stock will decrease in the
future in response to variations in our quarterly operating results;
announcements that our revenue or income are below analysts' expectations;
general economic slowdowns; changes in market valuations of similar companies;
sales of large blocks of our common stock; announcements by us or our
competitors of significant contracts, acquisitions, strategic partnerships,
joint ventures or capital commitments; or fluctuations in stock market prices
and volumes, which are particularly common among highly volatile securities of
internationally-based companies.

Because of the concentration of ownership of our stock in its hands, our
management has the ability to exert significant control over our affairs
requiring stockholder approval, including approval of significant corporate
transactions. This concentration of ownership may have the effect of delaying or
preventing a change in control, including a merger, consolidation or other
business combination involving us, or discouraging a potential acquirer from
making a tender offer or otherwise attempting to obtain control, even if such
change of control would benefit our other shareholders.

The price in this offering will fluctuate based on the prevailing market
price of our common stock in both the Pink Sheets and OTCBB. Accordingly, the
price you pay in this offering may be higher or lower than the prices paid by
other people participating in this offering.

ACCORDING TO THE SEC, THE MARKET FOR PENNY STOCKS HAS SUFFERED IN RECENT
YEARS FROM PATTERNS OF FRAUD AND ABUSE. REGULATIONS TO COMBAT MANIPULATION MAY
RESTRICT THE MARKET FOR OUR COMMON STOCK. Our management is aware of the abuses
that have occurred historically in the penny stock market, such as control of
the market for the security by one or a few broker-dealers that are often
related to the promoter or issuer; manipulation of prices through prearranged
matching of purchases and sales and false and misleading press releases; "boiler
room" practices involving high pressure sales tactics and unrealistic price
projections by inexperienced sales persons; excessive and undisclosed bid-ask
differentials and markups by selling broker-dealers; and dumping of securities
after prices have been manipulated to a high level, resulting in investor
losses.

To protect investors from this activity, the SEC has adopted regulations
that generally define a "penny stock" to be any equity security having a market
price (as defined) less than $5.00 per share, or an exercise price of less than
$5.00 per share, subject to certain exceptions. As a result, broker-dealers
selling our common stock are subject to additional sales practices when they
sell such securities to persons other than established clients and "accredited
investors." For transactions covered by these rules, before the transaction is
executed, the broker-dealer must make a special customer suitability
determination, receive the purchaser's written consent to the transaction and
deliver a risk disclosure document relating to the penny stock market. The
broker-dealer must also disclose the commission payable to both the
broker-dealer and the registered representative taking the order, current
quotations for the securities and, if applicable, the fact that the
broker-dealer is the sole market maker and the broker-dealer's presumed control
over the market. Monthly statements must be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks. "Penny stock" rules may restrict trading in our
common stock.

IF YOU PURCHASE SHARES IN THIS OFFERING, YOU MAY EXPERIENCE IMMEDIATE,
SUBSTANTIAL AND ONGOING DILUTION. If you purchase shares in this offering, your
per-share interest in our pro forma net tangible book value may be substantially
less than the price you paid for your shares. In the event we obtain additional
funding, such financings may also dilute you. If in the future we issue options
or other securities as part of compensation plans or incentives to our employees
or others, the issuance and/or exercise of such instruments may dilute you
further.

THERE MAY BE ISSUANCES OF SHARES OF PREFERRED STOCK IN THE FUTURE. Although
we currently do not have preferred shares outstanding, the board of directors
could authorize the issuance of a series of preferred stock that would grant
holders preferred rights to our assets upon liquidation, the right to receive
dividends before dividends would be declared to common stockholders, and the
right to the redemption of such shares, possibly together with a premium, prior
to the redemption of the common stock. To the extent that we do issue preferred
stock, the rights of holders of common stock could be impaired thereby,
including without limitation, with respect to liquidation.

WE HAVE NOT RETAINED INDEPENDENT PROFESSIONALS FOR YOU. We have not
retained any independent professionals to review or comment on this offering or
otherwise protect your interests. Although we have retained our own counsel, no

one involved with the offering has made any independent examination of any
factual matters represented by management herein, and purchasers of the shares
offered hereby should not rely on any such firms so retained with respect to any
matters herein described.

USE OF PROCEEDS

We will not receive any proceeds from the issuance of our Common Stock to
the selling shareholders other than the exercise price of any options that are
exercised by the selling shareholders, the proceeds of which we expect to use
for working capital.

SELLING SHAREHOLDERS

This prospectus relates to shares of our Common Stock that are being
registered for reoffers and resales by the Selling Shareholders named below who
have acquired or may acquire shares of our Common Stock pursuant to our 2006
Equity Incentive Plan. The Selling Shareholders may resell any or all of the
shares of our Common Stock at any time they choose while this prospectus is
effective.

Current and former executive officers and directors, their family members,
trusts for their benefit, or entities that they own, that acquire shares of our
Common Stock may be added to the Selling Shareholders list below by a prospectus
supplement filed with the SEC. The number of Shares to be sold by any Selling
Shareholder under this prospectus also may be increased or decreased by a
prospectus supplement. Although a person's name is included in the table below,
neither that person nor we are making an admission that the named person is our
"affiliate."

Unless otherwise described below, to our knowledge, no selling shareholder
nor any of its affiliates has held any position or office with, been employed
by, or otherwise has had any material relationship with us, or our affiliates,
during the three years prior to the date of this prospectus.

As of January 9, 2007, there were 23,247,935 shares of our Common Stock
outstanding.

Number of
Shares Owned
After this
Number of Offering
Shares Assuming Percentage
Beneficially Number of All Shares of
Owned Prior Shares Offered Ownership
Name of to this Offered Hereby are After this
Selling Shareholder Offering (1) Hereby (1) sold Offering (%)
- ------------------- ------------ ---------- ---- ------------

- ----------
(1) For purposes of this table, we have assumed that the selling shareholders
will have sold all of the shares registered under this prospectus upon
completion of the offering and that additional shares issuable in
connection with certain dilutive events have not been issued.

PLAN OF DISTRIBUTION

Each selling shareholder of our Common Stock and any of their pledgees,
assignees and successors-in-interest may, from time to time, sell any or all of
their shares of Common Stock on any stock exchange, market or trading facility
on which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. A selling shareholder may use any one or more of the
following methods when selling shares of our Common Stock:

* ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
* block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
* purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
* an exchange distribution in accordance with the rules of the
applicable exchange;
* privately negotiated transactions;
* settlement of short sales entered into after the effective date of the
registration statement of which this prospectus is a part;
* broker-dealers may agree with the selling shareholders to sell a
specified number of such shares at a stipulated price per share;
* a combination of any such methods of sale;
* through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise; or
* any other method permitted pursuant to applicable law.

The selling shareholders may also sell our Common Stock under Rule 144
under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling shareholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling shareholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated, but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction not in excess of a customary brokerage commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.

In connection with the sale of the our Common Stock or interests therein,
the selling shareholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the
Common Stock in the course of hedging the positions they assume. The selling
shareholders may also sell our Common Stock short and deliver these securities
to close out their short positions, or loan or pledge the Common Stock to
broker-dealers that in turn may sell these securities. The selling shareholders
may also enter into option or other transactions with broker-dealers or other
financial institutions or the creation of one or more derivative securities
which require the delivery to such broker-dealer or other financial institution
of our Common Stock offered by this prospectus, which shares such broker-dealer
or other financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction).

The selling shareholders, and any broker-dealers or agents that are
involved in selling our Common Stock, may be deemed to be "underwriters" within
the meaning of the Securities Act in connection with such sales. In such event,
any commissions received by such broker-dealers or agents and any profit on the
resale of our Common Stock purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Each selling shareholder has
informed us that it does not have any written or oral agreement or
understanding, directly or indirectly, with any person to distribute the Common
Stock. In no event shall any broker-dealer receive fees, commissions and markups
which, in the aggregate, would exceed eight percent (8%).

Because selling shareholders may be deemed to be "underwriters" within the
meaning of the Securities Act, they will be subject to the prospectus delivery
requirements of the Securities Act. In addition, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 under the Securities Act

may be sold under Rule 144 rather than under this prospectus. Each selling
shareholder has advised us that they have not entered into any written or oral
agreements, understandings or arrangements with any underwriter or broker-dealer
regarding the resale of our Common Stock. There is no underwriter or
coordinating broker acting in connection with the proposed resale of our Common
Stock by the selling shareholders.

The resale of such shares will be made only through registered or licensed
brokers or dealers if required under applicable state securities laws. In
addition, in certain states, the resale of such shares may not be made unless
they have been registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is available and is
complied with.

Under applicable rules and regulations under the Securities Exchange Act of
1934, as amended (the "Exchange Act") any person engaged in the distribution of
such resale of our Common Stock may not simultaneously engage in market making
activities with respect to our Common Stock for a period of two business days
prior to the commencement of the distribution. In addition, the selling
shareholders will be subject to applicable provisions of the Exchange Act, and
the rules and regulations thereunder, including Regulation M, which may limit
the timing of purchases and sales of shares of our Common Stock by the selling
shareholders or any other person. We will make copies of this prospectus
available to the selling shareholders and we have informed them of the need to
deliver a copy of this prospectus to each purchaser at or prior to the time of
the sale.

LIMITATION ON LIABILITY AND INDEMNIFICATION MATTERS

Our Certificate of Incorporation limits the liability of directors to the
maximum extent permitted by Delaware law. In addition, our bylaws require us to
indemnify our directors and officers, and allow us to indemnify our other
employees and agents to the fullest extent permitted by law. At present, there
is no pending litigation or proceeding involving any director, officer, employee
or agent where indemnification will be required or permitted. We are not aware
of any threatened litigation or proceeding that might result in a claim for
indemnification. If we permit indemnification for liabilities arising under the
Securities Act to directors, officers or controlling persons under these
provisions, we have been informed that, in the opinion of the SEC, this
indemnification is against public policy as expressed in the Securities Act and
is unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

We are a public company and file annual, quarterly and special reports,
proxy statements and other information with the SEC. You may read and copy any
document we file at the SEC's public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. You can request copies of these documents by writing to
the SEC and paying a fee for the copying cost. Please call the SEC at
1-800-SEC-0330 for more information about the operation of the public reference
room. Our SEC filings are also available, at no charge, to the public at the
SEC's web site at http://www.sec.gov.

This prospectus is only part of a registration statement on Form S-8 that
we have filed with the SEC under the Securities Act of 1933 and therefore omits
certain information contained in the registration statement. We have also filed
exhibits and schedules to the registration statement that are excluded from this
Prospectus, and you should refer to the applicable exhibit or schedule for a
complete description of any statement referring to any contract or other
document. You may inspect or obtain a copy of the registration statement,
including the exhibits and schedules, as described in the previous paragraph at
no charge from us.

EXPERTS

The financial statements included in our Annual Report on Form 10-K for the
fiscal year ended December 31, 2005, which report is incorporated by reference
in this prospectus and elsewhere in the registration statement, have been
audited by Moore Stephens, P.C., an independent registered public accounting
firm, to the extent and for the periods set forth in their report and are
included in reliance upon such report given upon the authority of said firm as
experts in auditing and accounting.

LEGAL MATTERS

Loeb & Loeb LLP, New York, New York has passed upon the validity of the
Common Stock being offered hereby.

INCORPORATION BY REFERENCE

The SEC allows us to incorporate by reference into this prospectus the
information that we file with the SEC in other documents. This means that we can
disclose important information to you by referring to other documents that
contain that information. The information may include documents filed after the
date of this prospectus which update and supersede the information you read in
this prospectus. We incorporate by reference the following documents listed
below, except to the extent information in those documents is different from the
information contained in this prospectus, and all future documents filed with
the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, until we
terminate the offering of these shares:

* Our Annual Report on Form 10-KSB for the fiscal year ended December
31, 2005, filed with the SEC on March 31, 2006;
* Our Current Report on Form 8-K, dated April 28, 2006, filed with the
SEC on May 4, 2006;
* Our Quarterly Report on Form 10-QSB for the quarterly period ended
March 31, 2006, filed with the SEC on May 15, 2006;
* Our Quarterly Report on Form 10-QSB for the quarterly period ended
June 30, 2006, filed with the SEC on August 15, 2006;
* Our Current Report on Form 8-K, dated October 9, 2006, filed with the
SEC on October 11, 2006;
* Our Quarterly Report on Form 10-QSB for the quarterly period ended
September 30, 2006, filed with the SEC on November 14, 2006;
* Our Current Report on Form 8-K, dated December 1, 2006, filed with the
SEC on December 5, 2006;
* Our Definitive Proxy Statement on Schedule 14A, dated December 4,
2006, filed with the SEC on December 5, 2006, relating to our Annual
Shareholder Meeting held on December 26, 2006; and

* The description of our Common Stock which is contained in the
registration statement on Form SB-2/A (File No. 333-131039) filed with
the SEC on February 10, 2006, including any amendment or reports filed
for the purpose of updating such description.

You may request a copy of these documents, at no cost, by written request
to: Mr. Zhoujun Li, Global Pharmatech, Inc., 89 Ravine Edge Drive, Richmond
Hill, Ontario, Canada, L4E 4J6.

This prospectus may contain information that updates, modifies or is
contrary to information in one or more of the documents incorporated by
reference in this prospectus. Reports we file with the SEC after the date of
this prospectus may also contain information that updates, modifies or is
contrary to information in this prospectus or in documents incorporated by
reference into this prospectus. You should review these reports as they may
disclose a change in our business, prospects, financial condition or other
affairs after the date of this prospectus.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are incorporated by reference into this
Registration Statement:

In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents with the SEC. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein, or in a subsequently filed document
incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our Certificate of Incorporation, as amended, includes provisions which
limit the liability of our directors. As permitted by applicable provisions of
Delaware law, directors will not be liable to us for monetary damages arising
from a breach of their fiduciary duty as directors in certain circumstances.
This limitation does not affect liability for any breach of a director's duty to
us or our shareholders (i) with respect to approval by the director of any
transaction from which he or she derives an improper personal benefit, (ii) with
respect to acts or omissions involving an absence of good faith, that the
director believes to be contrary to the best interests of us or our
shareholders, that involve intentional misconduct or a knowing and culpable
violation of law, that constitute an unexcused pattern or inattention that
amounts to an abdication of his or her duty to us or our shareholders, or that
show a reckless disregard for duty to us or our shareholders in circumstances in
which he or she was, or should have been aware, in the ordinary course of
performing his or her duties, of a risk of serious injury to us or our
shareholders, or (iii) based on transactions between us and our directors or
another corporation with interrelated directors or based on improper
distributions, loans or guarantees under applicable sections of Delaware law.
This limitation of directors' liability also does not affect the availability of
equitable remedies, such as injunctive relief or rescission.

The Company has been advised that it is the position of the SEC that
insofar as the provision in our Certificate of Incorporation, as amended, may be
invoked for liabilities arising under the Securities Act, the provision is
against public policy and is therefore unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS

Exhibit
Number Description
------ -----------
5.1 Opinion of Loeb & Loeb LLP.

10.1 2006 Equity Incentive Plan (filed as Annex 1 to the Company's
Definitive Proxy Statement on Schedule 14A, dated December 4, 2006,
filed with the SEC on December 5, 2006, relating to our Annual
Shareholder Meeting held on December 26, 2006 and incorporated herein
by reference).

23.1 Consent of Moore Stephens, P.C.

23.2 Consent of Loeb & Loeb LLP (included in exhibit 5.1).

24.1 Power of Attorney (included on signature page).

ITEM 9. UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar amount of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated offering range may be reflected in the form of a prospectus
filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in this effective
Registration Statement;

(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;

PROVIDED, HOWEVER, that the foregoing paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in this Registration Statement

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof; and

(3) To remove from the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

(4) That, for the purpose of determining liability under the
Securities Act to any purchaser:

(i) Each prospectus filed by the Registrant pursuant to Rule
424(b)(3) shall be deemed to be part of this Registration Statement as
of the date the filed prospectus was deemed part of and included in
the Registration Statement; and

(ii) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5), or (b)(7) as part of a Registration Statement in
reliance on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by Section 10(a) of the Securities Act shall be
deemed to be part of and included in the Registration Statement as of
the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at that
date an underwriter, such date shall be deemed to be a new effective
date of the Registration Statement relating to the securities in the
Registration Statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof, PROVIDED, HOWEVER, that no
statement made in a Registration Statement or incorporated by
reference into the Registration Statement or prospectus that is part
of the Registration Statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or modify any
statement that was made in the Registration Statement or prospectus
that was part of the Registration Statement or made in any such
document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the Registrant
under the Securities Act to any purchaser in the initial distribution of
the securities:

(i) The undersigned Registrant undertakes that in a primary
offering of securities of the undersigned Registrant pursuant to this
Registration Statement, regardless of the underwriting method used to
sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to
such purchaser:

(ii) Any preliminary prospectus or prospectus of the undersigned
Registrant relating to the offering required to be filed pursuant to
Rule 424;

(iii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned Registrant or used or
referred to by the undersigned Registrant;

(iv) The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned
Registrant or its securities provided by or on behalf of the
undersigned Registrant; and

(v) Any other communication that is an offer in the offering made
by the undersigned Registrant to the purchaser.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

(c) Insofar as indemnification for liability arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant

has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it or against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Changchun, PRC on January 9, 2007.

GLOBAL PHARMATECH INC.

By: /s/ Lianqin Qu
---------------------------------------
Name: Lianqin Qu
Title: Chairwoman & Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Lianqin Qu and Joseph J. Levinson as his
or her true and lawful attorney-in-fact, with full power of substitution and
resubstitution for him or her and in his or her name, place and stead, in any
and all capacities to sign any and all amendments including post-effective
amendments to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Commission, hereby ratifying and confirming all that said attorney-in-fact or
his substitute, each acting alone, may lawfully do or cause to be done by virtue
thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons and in the
capacities and on the dates indicated.

Dated: January 9, 2007 By: /s/ Zhenyou Zhang
---------------------------------------
Name: Zhenyou Zhang
Title: Vice Chairman

Dated: January 9, 2007 By: /s/ Tom Du
---------------------------------------
Name: Tom Du
Title: Director

Dated: January 9, 2007 By: /s/ Joseph Levinson
---------------------------------------
Name: Joseph Levinson
Title: Director, Principal Financial and
Accounting Officer

Dated: January 9, 2007 By: /s/ Lianqin Qu
---------------------------------------
Name: Lianqin Qu
Title: Director, Principal Executive Officer
and Chair of the Board

EXHIBIT INDEX

Exhibit
Number Description
------ -----------
5.1 Opinion of Loeb & Loeb LLP.

23.1 Consent of Moore Stephens, P.C.

23.2 Consent of Loeb & Loeb LLP (included in exhibit 5.1).

24.1 Power of Attorney (included on signature page).