[FORM 10-Q/A (Amendment No. 1) (Mark One) For the quarterly period ended December 31, 2010 For the transition period from _______________ to _______________ Tianyin Pharmaceutical Co., Inc. Delaware (State or other jurisdiction of incorporation or organization) 23rd Floor, Unionsun Yangkuo Plaza No. 2, Block 3, Renmin Road South Chengdu, P. R. China, 610041 +0086-028-86154737 (Address, including zip code, and telephone] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Guoqing Jiang certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Tianyin Pharmaceutical Co., Inc. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [CERTIFICATION OF CHIEF FINANCIAL OFFICER I, James Jiayuan Tong, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Tianyin Pharmaceutical Co., Inc. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2)T he information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Guoqing Jiang Chief Executive Officer & Chairman] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. James Jiayuan Tong Chief Financial Officer, Chief Accounting Officer, Chief Business and Development Officer, Director]

[FORM 10-Q/A (Amendment No.1) (Mark One) For the quarterly period ended September 30, 2010 For the transition period from _______________ to _______________ Tianyin Pharmaceutical Co., Inc. Delaware (State or other jurisdiction of incorporation or organization) 23rd Floor, Unionsun Yangkuo Plaza No. 2, Block 3, Renmin Road South Chengdu, P. R. China, 610041 +0086-028-86154737 (Address, including zip code, and telephone number,] [CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Guoqing Jiang certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Tianyin Pharmaceutical Co., Inc. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [CERTIFICATION OF CHIEF FINANCIAL OFFICER I, James Jiayuan Tong, certify that: 1. I have reviewed this quarterly report on Form 10-Q/A of Tianyin Pharmaceutical Co., Inc. 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2)T he information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. Guoqing Jiang Chief Executive Officer & Chairman] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated. James Jiayuan Tong Chief Financial Officer, Chief Accounting Officer, Chief Business and Development Officer, Director]