1281696--3/26/2007--BEIJING_MED_PHARM

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{stock, price, operating}

{customer, product, revenue}

{acquisition, growth, future}

{product, market, service}

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{debt, indebtedness, cash}

{stock, price, share}

{operation, natural, condition}

{control, financial, internal}

{personnel, key, retain}

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We may be unable to complete the joint venture transaction contemplated by the Shareholders Agreement, the GPC JV Contract and the related agreements. In addition, we may not be able to complete the joint venture transaction contemplated by our non-binding letter of intent with Biaodian. We may be unsuccessful in our strategy of expanding our product portfolio, acquiring complementary businesses or integrating acquired businesses. We may continue to experience delays in product introduction and marketing or interruptions in supply. We may be unable to compete successfully against new and existing competitors. If we fail to increase our brand recognition, we may face difficulty in obtaining new customers and business partners. Our operating results may fluctuate as a result of factors beyond our control. We may be unable to obtain additional capital when necessary and on terms that are acceptable to us. We may be unsuccessful in attracting or retaining key sales, marketing and other personnel. We may be unable to manage our growth effectively. We only offer products and services related to pharmaceuticals and, if demand for these products and services decreases, or if competition increases, we will have no other ways to generate revenue. Our business strategy to use our marketing arm to create demand for products that we will offer exclusively through a distribution arm may fail. Because we only recently became subject to the reporting requirements of the Exchange Act, we have limited experience in complying with public company obligations. Attempting to comply with these requirements will increase our costs and require additional management resources and we still may fail to comply. If we are unable to satisfy the regulatory requirements relating to internal controls, or if our internal controls over financial reporting are not effective, our stock price could decline. We are a holding company with no operations of our own and depend on our subsidiaries for revenue. Risks Relating to Doing Business in China We face increased risks of doing business due to the extent of our operations in China. Fluctuations in the Chinese Renminbi could adversely affect our results of operations. Government control of currency conversion could adversely affect our operations and financial results. The ability of our Chinese operating subsidiaries to pay dividends may be restricted due to our corporate structure. We may be restricted in our ability to transfer funds to our Chinese operating subsidiaries, which may restrict our ability to act in response to changing market conditions. China s economic, political and social conditions, and its government policies, could adversely affect our business. A slow-down of the Chinese economy could adversely affect our growth and profitability. The legal system in China has inherent uncertainties that could limit the legal protections available to us. We have limited business insurance coverage in China. Any future outbreak of health epidemics, such as Severe Acute Respiratory Syndrome, or SARS, Asian Influenza, or Asian Bird Flu, or any other epidemic in China could have a material adverse effect on our business operations, financial condition and results of operations. Risks Relating to Pharmaceutical Distribution in China and Wanwei The absence of express laws and regulations in China regarding foreign investment in China s pharmaceutical distribution sector may cause uncertainty. Wanwei may be unable to obtain renewals of necessary pharmaceutical distribution permits. Price control regulations may decrease our profitability. The bidding process with respect to the purchase of pharmaceutical products may lead to reduced revenue. If the medicines Wanwei distributes are replaced by other medicines or are removed from China s Insurance Catalogue in the future, Wanwei s revenue may suffer. Risks Relating to Our Common Stock Sales of substantial amounts of our common stock in the public market could depress the market price of our common stock. If the ownership of our common stock continues to be highly concentrated, it may prevent you and other stockholders from influencing corporate decisions, such as significant corporate transactions and the election and replacement or removal of directors and management, and may also result in conflicts of interest that could cause our stock price to decline. Our common stock may experience extreme price and volume fluctuations, which could lead to costly litigation for us and make an investment in us less appealing.

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1281696--3/26/2007--BEIJING_MED_PHARM_CORP