TPI [TIANYIN PHARMACEUTICAL] POS AM: (Original Filing)

[Registration No. 333-163563 Post Effective Amendment No.2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tianyin Pharmaceutical Co., Inc. Delaware (State or other jurisdiction of incorporation or organization) 20-4857782 (I.R.S. Employer Identification No.) 23rd Floor, Unionsun Yangkuo Plaza, No. 2, Block 3 Renmin Road South, Chengdu, P. R. China, 610041 +0086-28-86154737 Dr. Guoqing Jiang Chief Executive Officer] [HUNTER TAUBMAN WEISS LLP 17 State Street, Suite 2000 New York, New York 10007 (212) 732-7184 Fax: (212) 202-6380 E-mail: LTaubman@htwlaw.com June 13, 2012 Tianyin Pharmaceutical Co., Inc. 23rd Floor, Unionsun Yangkuo Plaza No. 2, Block 3, Renmin Road South Chengdu, P. R. China, 610041 Ladies and Gentlemen: this Post-Effective Amendment 2 to a Registration Statement on Form S-1 In] [Patrizio & Zhao, LLC Certified Public Accountants and Consultants 322 Route 46 West Parsippany, NJ 07054 Tel: (973) 882-8810 Fax: (973) 882-0788 www.pzcpa.com Member of Alliance of worldwide accounting firms CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in the Post-Effective Amendment No. 2 to a Registration Statement on Form S-1 pertaining to the registration of]

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TPI [TIANYIN PHARMACEUTICAL] POS AM: Registration No. 333-163563 Post Effective Amendment No.2 to

[Registration No. 333-163563 Post Effective Amendment No.2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Tianyin Pharmaceutical Co., Inc. Delaware (State or other jurisdiction of incorporation or organization) 20-4857782 (I.R.S. Employer Identification No.) 23rd Floor, Unionsun Yangkuo Plaza, No. 2, Block 3 Renmin Road South, Chengdu, P. R. China, 610041 +0086-28-86154737 Dr. Guoqing Jiang Chief Executive Officer] [HUNTER TAUBMAN WEISS LLP 17 State Street, Suite 2000 New York, New York 10007 (212) 732-7184 Fax: (212) 202-6380 E-mail: LTaubman@htwlaw.com June 13, 2012 Tianyin Pharmaceutical Co., Inc. 23rd Floor, Unionsun Yangkuo Plaza No. 2, Block 3, Renmin Road South Chengdu, P. R. China, 610041 Ladies and Gentlemen: this Post-Effective Amendment 2 to a Registration Statement on Form S-1 In] [Patrizio & Zhao, LLC Certified Public Accountants and Consultants 322 Route 46 West Parsippany, NJ 07054 Tel: (973) 882-8810 Fax: (973) 882-0788 www.pzcpa.com Member of Alliance of worldwide accounting firms CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in the Post-Effective Amendment No. 2 to a Registration Statement on Form S-1 pertaining to the registration of]

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TPI [TIANYIN PHARMACEUTICAL] 8-K: (Original Filing)

[Consulting Agreement This agreement (the “Agreement”) dated and effective this 4th day of June, 2012 by and between Tianyin Pharmaceutical Co., Inc, a Delaware corporation (“TPI” or the “Company”), and James T. McCubbin (“Consultant”). Recitals I. TPI desires to obtain consulting and advisory services from Consultant. II. Consultant, on a part time basis, is in the business of providing such] [INDEPENDENT DIRECTOR AGREEMENT OF TIANYIN PHARMACEUTICAL CO., INC. , This INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this 4th day of June, 2012 (the “Effective Date”), by and between Tianyin Pharmaceutical Co., Inc. WHEREAS, the Company desires to engage the Independent Director, and the Independent Director desires to serve, as a non-employee director of the] [CURRENT REPORT FOR ISSUERS SUBJECT TO THE FORM 8-K CURRENT REPORT June 4, 2012 Date of Report (Date of Earliest Event Reported) Tianyin Pharmaceutical Co, Inc. Delaware 000-52236 20-4857782 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 23rd Floor, Unionsun Yangkuo Plaza, No. 2, Block 3 South Renmin Road Chengdu, P. R. China, 610041 +011-86-28-8615-4737 o o o]

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TPI [TIANYIN PHARMACEUTICAL] 8-K: Consulting Agreement This agreement (the “Agreement”) dated and

[Consulting Agreement This agreement (the “Agreement”) dated and effective this 4th day of June, 2012 by and between Tianyin Pharmaceutical Co., Inc, a Delaware corporation (“TPI” or the “Company”), and James T. McCubbin (“Consultant”). Recitals I. TPI desires to obtain consulting and advisory services from Consultant. II. Consultant, on a part time basis, is in the business of providing such] [INDEPENDENT DIRECTOR AGREEMENT OF TIANYIN PHARMACEUTICAL CO., INC. , This INDEPENDENT DIRECTOR AGREEMENT (the “Agreement”) is made and entered into as of this 4th day of June, 2012 (the “Effective Date”), by and between Tianyin Pharmaceutical Co., Inc. WHEREAS, the Company desires to engage the Independent Director, and the Independent Director desires to serve, as a non-employee director of the] [CURRENT REPORT FOR ISSUERS SUBJECT TO THE FORM 8-K CURRENT REPORT June 4, 2012 Date of Report (Date of Earliest Event Reported) Tianyin Pharmaceutical Co, Inc. Delaware 000-52236 20-4857782 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 23rd Floor, Unionsun Yangkuo Plaza, No. 2, Block 3 South Renmin Road Chengdu, P. R. China, 610041 +011-86-28-8615-4737 o o o]

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TPI [TIANYIN PHARMACEUTICAL] 8-K: (Original Filing)

[TPI Reports Third Quarter Fiscal Year 2012 Financial Results CHENGDU, China, May 15, 2012 -- Tianyin Pharmaceutical Inc. (NYSE Amex: TPI), a pharmaceutical company that specializes in the patented biopharmaceutical, modernized traditional Chinese medicine (mTCM), branded generics and active pharmaceutical ingredients (API) announced financial results for the third quarter of fiscal year 2012. Third Quarter Fiscal Year 2012 Ended March] [Tianyin Pharmaceutical Co., Inc. (TPI) F3Q12 Earnings Call May 15, 2012 9:00 AM ET Operator Good day ladies and gentlemen thank you for standing by. Welcome to the Tianyin Pharmaceutical Incorporated Third quarter fiscal 2012 annual financial results conference call. During today’s presentation, all parties will be in a listen-only mode. Following the presentation, the conference will be opened for] [CURRENT REPORT FOR ISSUERS SUBJECT TO THE FORM 8-K CURRENT REPORT May 17, 2012 Date of Report (Date of Earliest Event Reported) Tianyin Pharmaceutical Co, Inc. Delaware 000-52236 20-4857782 (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 23rd Floor, Unionsun Yangkuo Plaza, No. 2, Block 3 South Renmin Road Chengdu, P. R. China, 610041 +011-86-28-8615-4737 o o o]

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TPI [TIANYIN PHARMACEUTICAL] 8-K: TPI Reports Third Quarter Fiscal Year 2012 Financial

[TPI Reports Third Quarter Fiscal Year 2012 Financial Results CHENGDU, China, May 15, 2012 -- Tianyin Pharmaceutical Inc. (NYSE Amex: TPI), a pharmaceutical company that specializes in the patented biopharmaceutical, modernized traditional Chinese medicine (mTCM), branded generics and active pharmaceutical ingredients (API) announced financial results for the third quarter of fiscal year 2012. Third Quarter Fiscal Year 2012 Ended March] [Tianyin Pharmaceutical Co., Inc. (TPI) F3Q12 Earnings Call May 15, 2012 9:00 AM ET Operator Good day ladies and gentlemen thank you for standing by. Welcome to the Tianyin Pharmaceutical Incorporated Third quarter fiscal 2012 annual financial results conference call. During today’s presentation, all parties will be in a listen-only mode. Following the presentation, the conference will be opened for] [CURRENT REPORT FOR ISSUERS SUBJECT TO THE FORM 8-K CURRENT REPORT May 17, 2012 Date of Report (Date of Earliest Event Reported) Tianyin Pharmaceutical Co, Inc. Delaware 000-52236 20-4857782 (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 23rd Floor, Unionsun Yangkuo Plaza, No. 2, Block 3 South Renmin Road Chengdu, P. R. China, 610041 +011-86-28-8615-4737 o o o]

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TPI [TIANYIN PHARMACEUTICAL] 10-Q: (Original Filing)

[FORM 10-Q (Mark One) x For the quarterly period ended March 31, 2012 o 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 for the period ended March 31, 2012 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] [CERTIFICATION OF CHIEF FINANCIAL OFFICER I, James Jiayuan Tong, certify that: 1. I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2012 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] [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. Guoqing Jiang Chief Executive Officer, Chief Accounting Officer, Chairman EX-32.1 4 f10q0312ex32i_tianyin.htm CERTIFICATION] [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, Director EX-32.2 5 f10q0312ex32ii_tianyin.htm CERTIFICATION]

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TPI [TIANYIN PHARMACEUTICAL] 10-Q: FORM 10-Q (Mark One) x For the quarterly

[FORM 10-Q (Mark One) x For the quarterly period ended March 31, 2012 o 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 for the period ended March 31, 2012 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] [CERTIFICATION OF CHIEF FINANCIAL OFFICER I, James Jiayuan Tong, certify that: 1. I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2012 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] [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. Guoqing Jiang Chief Executive Officer, Chief Accounting Officer, Chairman EX-32.1 4 f10q0312ex32i_tianyin.htm CERTIFICATION] [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, Director EX-32.2 5 f10q0312ex32ii_tianyin.htm CERTIFICATION]

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TPI [TIANYIN PHARMACEUTICAL] 8-K: (Original Filing)

[FORM 8-K CURRENT REPORT FOR ISSUERS SUBJECT TO THE CURRENT REPORT April 11, 2012 Date of Report (Date of Earliest Event Reported) Tianyin Pharmaceutical Co., Inc. Delaware 000-52236 20-4857782 (State or other jurisdiction of incorporation) (IRS Employer Identification No.) 23rd Floor, Unionsun Yangkuo Plaza, No. 2, Block 3 South Renmin Road Chengdu, P. R. China, 610041 +011-86-28-8615-4737 o o o]

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