Pope Asset Management, LLC – ‘SC 13G’ on 2/13/13 re: China Pharma Holdings, Inc.

On:  Wednesday, 2/13/13, at 6:00pm ET   ·   As of:  2/14/13   ·   Accession #:  1166134-13-6   ·   File #:  5-80735

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Statement of Beneficial Ownership   —   Schedule 13G
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                     10±    41K 

SC 13G
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UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C. 20549                                                          

SCHEDULE 13G                                                                    
Under the Securities Exchange Act of 1934                                       
(Amendment No. ____)                                                            

China Pharma Holdings, Inc.  (Name of Issuer)                                   

Common (Title of Class of Securities)                                           

16941T104  (CUSIP Number)                                                       

12/31/2012 (Date of Event Which Requires Filing of                              
this Statement)                                                                 

Check the appropriate box to designate the rule                                 
pursuant to which this Schedule is filed:                                       
[  ]                                                                            
Rule 13d-1(b)                                                                   
[ x]                                                                            
Rule 13d-1(c)                                                                   
[  ]                                                                            
Rule 13d-1(d)                                                                   
*The remainder of this cover page shall be filled out                           
for a reporting persons initial filing on this form                             
with respect to the subject class of securities, and                            
for any subsequent amendment containing information                             
which would alter the disclosures provided in a prior                           
cover page.                                                                     
The information required in the remainder of this cover                         
page shall not be deemed to be filed for the purpose                            
of Section 18 of the Securities Exchange Act of 1934                            
(Act) or otherwise subject to the liabilities of that                           
section of the Act but shall be subject to all other                            
provisions of the Act (however see the Notes).                                  

CUSIP No. 16941T104                                                             

1.                                                                              
Names of Reporting Persons.  Pope Investments II LLC                            
I.R.S. Identification Nos. of above persons 26-0281944                          

2.                                                                              
Check the Appropriate Box if a Member of a Group                                

(a)                                                                             
(b)                                                                             

3.                                                                              
SEC Use Only                                                                    

4.                                                                              
Citizenship or Place of Organization Delaware                                   

Number of Shares Beneficially Owned by Each Reporting                           
Person With                                                                     

5.                                                                              
Sole Voting Power 52,823                                                        

6.                                                                              
Shared Voting Power 52,823                                                      

7.                                                                              
Sole Dispositive Power  52,823                                                  

8.                                                                              
Shared Dispositive Power 52,823                                                 

9.                                                                              
Aggregate Amount Beneficially Owned by Each                                     
Reporting Person  52,823                                                        

10.                                                                             
Check if the Aggregate Amount in Row (9) Excludes Certain Shares                

11.                                                                             
Percent of Class Represented by Amount in Row (9) 0.12%                         

12.                                                                             
Type of Reporting Person (See Instructions)  00                                 

SC 13G
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1.                                                                              
Names of Reporting Persons.  Pope Asset Management, LLC                         
I.R.S. Identification Nos. of above persons 62-1871308                          

2.                                                                              
Check the Appropriate Box if a Member of a Group                                

(a)                                                                             
(b)                                                                             

3.                                                                              
SEC Use Only                                                                    

4.                                                                              
Citizenship or Place of Organization Tennessee                                  

Number of Shares Beneficially Owned by Each Reporting                           
Person With                                                                     

5.                                                                              
Sole Voting Power 2,224,831*                                                    

6.                                                                              
Shared Voting Power 0                                                           

7.                                                                              
Sole Dispositive Power  2,224,831*                                              

8.                                                                              
Shared Dispositive Power 0                                                      

9.                                                                              
Aggregate Amount Beneficially Owned by Each                                     
Reporting Person 2,224,831*                                                     

*The amount reported above includes an aggregate of ownership by                
Pope Asset Management, LLC, and Pope Investments II LLC.                        
Pope Asset Management, LLC is the investment adviser for                        
Pope Investments II LLC. Pope Investments II LLC                                
owns 52,823 shares of China Pharma Holdings, Inc.                               
Pope Asset Management, LLC owns 2,172,008 shares of China Pharma Holdings, Inc. 
on behalf of its clients.  Therefore, Pope Asset Management,LLC, as             
investment advisor to Pope Investments II LLC,                                  
could be deemed to be beneficial owners of                                      
2,224,831 shares of China Pharma Holdings, Inc.                                 

10.                                                                             
Check if the Aggregate Amount in Row (9) Excludes Certain Shares                

11.                                                                             
Percent of Class Represented by Amount in Row (9) 5.11%                         

12.                                                                             
Type of Reporting Person (See Instructions)  IA                                 

1.                                                                              
Names of Reporting Persons.  William P. Wells                                   
I.R.S. Identification Nos. of above persons 426961338                           

2.                                                                              
Check the Appropriate Box if a Member of a Group                                

(a)                                                                             
(b)                                                                             

3.                                                                              
SEC Use Only                                                                    

4.                                                                              
Citizenship or Place of Organization Tennessee                                  

Number of Shares Beneficially Owned by Each Reporting                           
Person With                                                                     

5.                                                                              
Sole Voting Power 2,224,831*                                                    

6.                                                                              
Shared Voting Power 2,224,831*                                                  

7.                                                                              
Sole Dispositive Power  2,224,831*                                              

8.                                                                              
Shared Dispositive Power 2,224,831*                                             

9.                                                                              
Aggregate Amount Beneficially Owned by Each                                     
Reporting Person  2,224,831*                                                    

*William P. Wells is sole manager of Pope Asset Management, LLC.                
*The amount reported above includes an aggregate of ownership by                
Pope Asset Management, LLC, and Pope Investments II LLC.                        
Pope Asset Management, LLC is the investment adviser for                        
Pope Investments II LLC. Pope Investments II LLC                                
owns 52,823 shares of China Pharma Holdings, Inc.                               
Pope Asset Management, LLC owns 2,172,008 shares of China Pharma Holdings, Inc. 
on behalf of its clients.  Therefore, Pope Asset Management,LLC, as             
investment advisor to Pope Investments II LLC,                                  
could be deemed to be beneficial owners of                                      
2,224,831 shares of China Pharma Holdings, Inc.                                 

10.                                                                             
Check if the Aggregate Amount in Row (9) Excludes Certain Shares                

11.                                                                             
Percent of Class Represented by Amount in Row (9) 5.11%                         

12.                                                                             
Type of Reporting Person (See Instructions)  IN                                 

SC 13G
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Item 1.                                                                         

(a)                                                                             
Name of Issuer  China Pharma Holdings, Inc.                                     

(b)                                                                             
Address of Issuers Principal Executive Offices                                  
2ND FLOOR, NO. 17, JINPAN ROAD                                                  
HAIKOU, HAINAN PROVINCE, CHINA 570216                                           

Item 2.                                                                         

(a)                                                                             
This statement is filed by and on behalf of:                                    
(i) Pope Investments II LLC, a Delaware limited liability                       
company ("Pope 2"); (ii) Pope Asset Management, LLC, a Tennessee limited        
liability company ("Pope Asset"); and (iii) William                             
P. Wells ("Mr. Wells"). Pope Asset serves as an investment adviser              
and/or manager to various persons, including Pope 2.                            
Pope Asset is the sole manager for Pope 2.  Pope                                
Asset has sole voting control and investment and disposition power and          
discretion with respect to all securities held by                               
Pope 2. Pope Asset may be deemed to beneficially own shares owned and/or        
held by and for the account of and/or benefit of various persons,               
including Pope 2.  Mr. Wells is the sole manager of                             
Pope Asset.  Mr. Wells may be deemed to own shares owned and/or held by         
and/or for the account of and/or benefit of Pope 2.                             
Mr. Wells declares that neither the filing of this statement, nor anything      
herein shall be construed as an admission that such reporting person is,        
for the purposes of Section 13(d) or 13(g) of the Act or any other              
purpose, the beneficial owner of any securities covered by this statement.      
Each of the reporting persons may be deemed to be a member of a group with      
respect to the issuer or securities of the issuer for the purposes of           
Section 13(d) or 13(g) of the Act.  Each of the reporting persons               
declares that neither the filing of this statement nor anything                 
herein shall be construed as an admission that such person is, for              
the purposes of Section 13(d) or 13(g) of the Act or any                        
other purpose, (i) acting (or has agreed or is agreeing to act                  
together with any other person) as a partnership, limited                       
partnership, syndicate, or other group for the purpose of acquiring,            
holding, or disposing of securities of the issuer or otherwise                  
with respect to the issuer or any securities of the issuer,                     
or (ii) a member of any group with respect to the issuer or any                 
securities of the issuer. Pope Investments, Pope Asset, and                     
Mr. Wells have entered into a Joint Filing Agreement, a copy of which is        
filed with this statement as Exhibit 99.1, pursuant to which                    
they have agreed to file this Schedule 13G jointly in accordance                
with the provisions of Rule 13d-1(k) of the Act.                                

(b)                                                                             
Address of Principal Business Office or if none,                                
Residence  5100 Poplar Ave Ste 805 Memphis TN  38137                            

(c)                                                                             
Citizenship USA                                                                 
(i)     Pope 2 - Delaware                                                       
(ii)    Pope Asset - Tennessee                                                  
(iii)   Mr. Wells - Tennessee                                                   

(d)                                                                             
Title of Class of Securities  Common                                            

(e)                                                                             
CUSIP Number  16941T104                                                         

Item 3.                                                                         
If this statement is filed pursuant to                                          
240.13d-1(b) or 240.13d-2(b) or (c) check                                       
whether the person filing is a:                                                 

(a)                                                                             
[   ]                                                                           
Broker or dealer registered under section 15                                    
of the Act (15 U.S.C. 78).                                                      

(b)                                                                             
[   ]                                                                           
Bank as defined in section 3(a)(6) of the                                       
Act (15 U.S.C. 78c).                                                            

(c)                                                                             
[   ]                                                                           
Insurance company as defined in section 3(a)                                    
(19) of the Act (15 U.S.C. 78c).                                                

(d)                                                                             
[   ]                                                                           
Investment company registered under section 8                                   
of the Investment Company Act of 1940 (15 U.S.C 80a-8).                         

(e)                                                                             
[   ]                                                                           
An investment adviser in accordance with                                        
240.13d-1(b)(1)(ii)(E);                                                         

(f)                                                                             
[   ]                                                                           
An employee benefit plan or endowment fund in                                   
accordance with 240.13d-1(b)(1)(ii)(F);                                         

(g)                                                                             
[   ]                                                                           
A parent holding company or control person in                                   
accordance with  240.13d-1(b)(1)(ii)(G);                                        

(h)                                                                             
[   ]                                                                           
A savings associations as defined in Section                                    
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813)                      

(i)                                                                             
[   ]                                                                           
A church plan that is excluded from the definition                              
of an investment company under section 3(c)(14)                                 
of the Investment Company Act of 1940 (15 U.S.C. 80a-3)                         

(j)                                                                             
[   ]                                                                           
Group, in accordance with 240.13d-1(b)(1)(ii)(J).                               

Item 4.                                                                         
Ownership.                                                                      
For purposes of this statement the total number of shares                       
reported as beneficially owned by the Reporting Persons                         
is 2,224,831 of common stock.                                                   
For purposes of determining percentage of outstanding                           
shares with respect to this statement, the reporting persons                    
have relied upon information obtained from                                      
the issuer's 10-Q release filed on September 30, 2012 and                       
that the number of shares of Common Stock                                       
of the issuer was approximately 43,579,557.                                     
Additionally, see Item 2 above.                                                 

(a)                                                                             
Amount beneficially owned:                                                      
See Item 9 of each cover page for the respective                                
reporting persons.                                                              

(b)                                                                             
Percent of class: 5.11%                                                         

(c)                                                                             
Number of shares as to which the person has:                                    

(i)                                                                             
Sole power to vote or to direct the vote 2,224,83.                              

(ii)                                                                            
Shared power to vote or to direct the vote 2,224,83.                            

(iii)                                                                           
Sole power to dispose or to direct the disposition of 2,224,83.                 

(iv)                                                                            
Shared power to dispose or to direct the disposition of: 2,224,83.              

Pope Asset and Mr. Wells do not                                                 
directly own any shares of the issuer's Common Stock. Pope Asset                
is the sole Manager of Pope 2. Mr. Wells is                                     
the sole manager of Pope Asset.  Pope Asset may be deemed to                    
beneficially own shares owned and/or                                            
held by and for the account of and/or benefit of various persons,               
including Pope 2.  Mr. Wells may be deemed to own                               
shares owned and/or held by and/or for the account of and/or                    
benefit of Pope 2.                                                              
Both Pope Asset and Mr. Wells declares that neither the filing of               
this statement nor anything herein shall be construed as an                     
admission that such reporting person is,                                        
for the purposes of Section 13(d) or                                            
13(g) of the Act or any other purpose, the beneficial owner of any              
securities covered by this statement.                                           
Instruction. For computations regarding securities                              
which represent a right to acquire an underlying                                
security see 240.13d3(d)(1).                                                    

Item 5.                                                                         
Ownership of Five Percent or Less of a Class                                    
If this statement is being filed to report the fact                             
that as of the date hereof the reporting person has                             
ceased to be the beneficial owner of more than five                             
percent of the class of securities, check the following [   ].                  
Instruction: Dissolution of a group requires a response                         
to this item.                                                                   

Item 6.                                                                         
Ownership of More than Five Percent on Behalf of                                
Another Person.                                                                 
If any other person is known to have the right to                               
receive or the power to direct the receipt of                                   
dividends from, or the proceeds from the sale of,                               
such securities, a statement to that effect should                              
be included in response to this item and, if such                               
interest relates to more than five percent of the                               
class, such person should be identified. A listing                              
of the shareholders of an investment company registered                         
under the Investment Company Act of 1940 or the                                 
beneficiaries of employee benefit plan, pension fund                            
or endowment fund is not required.                                              

Pope Asset serves as an investment adviser and/or manager                       
to various persons, including Pope 2.                                           
Pope Asset is the sole manager for Pope 2                                       
and has sole voting control and investment and disposition                      
power and discretion with respect to all securities held by                     
Pope 2.                                                                         
Pope Asset may be deemed to beneficially own shares owned and/or                
held by and for the account of and/or benefit of various persons,               
including Pope 2.                                                               
Mr. Wells is the sole manager of Pope Asset.                                    
Mr. Wells may be deemed to own shares owned and/or                              
held by and/or for the account of and/or benefit                                
of Pope 2.                                                                      

Item 7.                                                                         
Identification and Classification of the Subsidiary                             
Which Acquired the Security Being Reported on By the                            
Parent Holding Company or Control Person.                                       
If a parent holding company or Control person has                               
filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G),                       
so indicate under Item 3(g) and attach an exhibit                               
stating the identity and the Item 3 classification                              
of the relevant subsidiary. If a parent holding                                 
company or control person has filed this schedule                               
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach                              
an exhibit stating the identification of the relevant subsidiary.               

Item 8.                                                                         
Identification and Classification of Members of                                 
the Group                                                                       
If a group has filed this schedule pursuant to                                  
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j)                             
and attach an exhibit stating the identity and Item 3                           
classification of each member of the group. If a group                          
has filed this schedule pursuant to 240.13d-1(c) or                             
240.13d-1(d), attach an exhibit stating the identity                            
of each member of the group.                                                    

Item 9.                                                                         
Notice of Dissolution of Group                                                  
Notice of dissolution of a group may be furnished as                            
an exhibit stating the date of the dissolution and                              
that all further filings with respect to transactions                           
in the security reported on will be filed, if required,                         
by members of the group, in their individual capacity.                          
See Item 5.                                                                     

Item 10.                                                                        
Certification                                                                   

(a)                                                                             
The following certification shall be included if the                            
statement is filed pursuant to 240.13d-1(b):                                    
By signing below I certify that, to the best of my                              
knowledge and belief, the securities referred to above                          
were acquired and are held in the ordinary course of                            
business and were not acquired and are not held for                             
the purpose of or with the effect of changing or                                
influencing the control of the issuer of the securities                         
and were not acquired and are not held in connection with                       
or as a participant in any transaction having that purpose                      
or effect.                                                                      

SIGNATURE                                                                       
After reasonable inquiry and to the best of my                                  
knowledge and belief, I certify that the information                            
set forth in this statement is true, complete and correct.                      
02/15/13  Date                                                                  
William P. Wells  Signature                                                     
William P. Wells/President   Name/Title                                         
Pope Asset Management, LLC /s/ William P. Wells                                 
Pope Investments II LLC /s/ William P. Wells                                    
Exhibit 99.1                                                                    

JOINT FILING AGREEMENT                                                          

This will conform the agreement by and among the undersigned                    
that the Schedule 13G filed with the Securities and Exchange                    
Commission on or about the date hereof with respect to the                      
beneficial ownership by the undersigned of the Common Stock,                    
of China Pharma Holdings, Inc.,                                                 
a Delaware corporation, is being filed, and all amendments thereto              
will be filed, on behalf of each of the persons and entities named              
below in a accordance with Rule 13d-1(k)                                        
under the Securities Exchange Act of 1934, as amended.                          
This Agreement may be executed in two or more counterparts,                     
each of which shall be deemed an original,                                      
but all of which together shall constitute one and the same instrument.         

Dated:  February 13, 2013                                                       

POPE INVESTMENTS II LLC                                                         
By:Pope Investments II LLC /s/ William P. Wells, Managing Member                
By:Pope Asset Management, LLC, /s/William P. Wells, President                   
By:WILIAM P. WELLS /s/William P. Wells Signature                                

POPE ASSET MANAGEMENT LLC                                                       
By:Pope Investments II LLC /s/ William P. Wells, Managing Member                
By:Pope Asset Management, LLC, /s/William P. Wells, President                   
By:WILIAM P. WELLS /s/William P. Wells Signature                                

William P. Wells                                                                
By:Pope Investments II LLC /s/ William P. Wells, Managing Member                
By:Pope Asset Management, LLC, /s/William P. Wells, President                   
By:WILIAM P. WELLS /s/William P. Wells Signature                                

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13G’ Filing		Date		First		Last			Other Filings
Filed as of:		2/14/13							SC 13G
Filed on:		2/13/13		3					SC 13G
		9/30/12		3					10-Q,  13F-HR
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