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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

                                December 24, 2008

                           China Pharma Holdings, Inc
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             (Exact name of registrant as specified in its charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

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

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

                                    86-898-66811730
              (Registrant's telephone number, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):

[ ]  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425)
[ ]  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)
[ ]  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))


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

Item 3.02 Unregistered Sales of Equity Securities

On December 24, 2008, the Company issued to Hayden Communications International,
Inc.  three-year warrants to purchase 8,333 shares of the Company's common stock
at $3.0 per  share and  three-year  warrants  to  purchase  8,333  shares of the
Company's  common stock at $3.5 per share.  The Company issued these warrants as
part  of  the  equity  compensation  under  the  Investor  Relations  Consulting
Agreement   entered   into   between  the  Company  and  Hayden   Communications
International, Inc.

All the warrants described above were issued in reliance upon the exemption from
registration  under the Securities Act 1933 (the "Act") provided by Section 4(2)
thereof  and  Rule  506  thereunder  and  exemptions  from  registration   under
applicable state securities laws.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits:


    EXHIBIT NO.            DESCRIPTION
    10.1                   Form of Warrant  issued to Hayden  Communications
                           International, Inc. ($3.0 per share)
    10.2                   Form of Warrant  issued to Hayden  Communications
                           International, Inc. ($3.5 per share)




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                                    Signature



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

China Pharma Holdings, Inc.
Date: December 24, 2008


  /s/ Zhilin Li
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      Zhilin Li
 President and CEO