Item 5.02 Departure of Directors or Certain Officers

On October 8, 2012 John O'Shea resigned from his position as a member of the Board of Directors of Aoxing Pharmaceutical Company, Inc. Mr. O'Shea's resignation did not occur because of any disagreement with Aoxing Pharma on any matter relating to the Aoxing Pharma's operations, policies or practices.

Mr. O'Shea has agreed to serve on an indefinite basis as an advisor to Aoxing Pharma's Chief Executive Officer. In compensation for those services, Aoxing Pharma will pay Mr. O'Shea a fee of 4,000 RMB (approx. $635) per month and will issue Mr. O'Shea 20,000 shares of common stock for every year of advisory service.