China Health Resource Inc (OTC:CHRI)

Item 3.02 Unregistered Sales of Equity Securities.

On June 19, 2013, the Board of Directors of China Health Resource Inc. (the “Company”) approved a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investor (the “Investor”) pursuant to which we issued the Investor an aggregate of 50,000,000 shares (the “Investor Shares”) of our common stock, par value $0.007 per share (“Common Stock”) in exchange for aggregate consideration of $350,000 (the “Private Placement”). The Company entered the Securities Purchase Agreement with the Investor on June 19, 2013.

The Securities Purchase Agreement allows for the sale of up to $350,000 of shares of Common Stock in one closing until July 19, 2013. The Securities Purchase Agreement contains representations, warranties and covenants of the Investors and us that are typical for transactions of this type.

The Investor Shares issued to the Investors were not registered under the Securities Act, or the securities laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act, provided by Section 4(2) and Regulation D (Rule 506) and Regulation S under the Securities Act. Each Investor was an accredited investor (as defined by Rule 501 under the Securities Act) and a non-U.S. persons, as defined in Rule 902(k) of Regulation S at the time of such Investor’s respective Private Placement. In addition, the Company’s shares will be issued without registration under Section 5 of the Securities Act in reliance on the exemption from registration contained in Section 4(2) of the Securities Act. Specifically, (1) the Company had determined that the Investor was knowledgeable and experienced in finance and business matters and thus they are able to evaluate the risks and merits of acquiring the Investor Shares; (2) the Investor had advised the Company that the Investor was able to bear the economic risk of purchasing the Company’s common stock; (3) the Company had provided the Investor with access to the type of information normally provided in a prospectus; and (4) the Company did not use any form of public solicitation or general advertising in connection with the issuance of the shares.

SICHUAN, China, July 17, 2012 /PRNewswire-Asia/ -- China Health Resource, Inc. (OTCBB: CHRI) announced today the successful development of a revolutionary TCM migraine medication called Toufeng Migraine tablet. The medication has demonstrated an effective rate of 96.5% in clinical observations. The new product was developed utilizing the company's Dahurian Angelica (DAR) as one it's key ingredients.

According to the company's forecast, the world's major pharmaceutical markets (USA, France, Germany, Italy, Spain, Britain and Japan) for anti-migraine drug sales will grow from $2.86 billion in 2002 to over $5.6 billion by 2013. Unlike Toufeng Migraine tables, most available medications are pain killers and many have serious side effects or carry a risk of dependency and addiction.

"Toufeng Migraine tablets have proven effective in our tests. It is naturally derived from our trademarked Sichuan DAR. This new product has a strong export market demand with a potential for immeasurable health benefits. We expect this to provide tremendous economic growth for CHRI," says Jiayin Wang, Chairman and CEO of CHRI.

The company is now moving forward with the approval process world-wide and is working to develop and expand commercialization through strategic partnerships.

The American Headache Foundation statistics show that one in every ten people in the United States suffers from migraine headaches, but more than half the patients fail to report it. According to international epidemiological surveys, the incidence of migraines world-wide is 8.4% to 28%. Data from the U.S. National Institute of Neurological Disorders and Obstruction shows that lost productivity by migraine patients in the United States has reached 157 million working days a year. In China, prevalence rate for migraine is 9.85% and the annual incidence rate is 7.97%. With China's population of 1.3 billion, this percentage translates to 103.6 million people. Migraine headaches have become a major international problem.

"The company is committed to the development and commercialization of effective, innovative and natural health solutions. We are very pleased with this new development of Toufeng tablets," adds Mr. Wang.

SICHUAN, China, June 19, 2012 /PRNewswire-Asia/ -- China Health Resource, Inc. (OTCBB: CHRI.OB News), announced today that it has signed a new sales letter of intent (LOI) for this year for its proprietary Yishen Capsule valued at 25 million RMB; approximately $4 million USD. The LOI was signed with Pengxi Huitong Pharmaceutical Ltd. for the purchase of a total of 2,200,000 packs for delivery thru 2012.

YiShen Capsules are a proprietary product of CHRI used to treat fatigue by improving blood circulation. It increases oxygen levels in regions of the body that do not get an adequate supply. The proven beneficial effects of Yinsen has earned it the nickname "Wonder Capsule". Fatigue in the workplace costs $136 billion per year in health-related lost productivity according to a report in the Journal of Occupational and Environmental Medicine.

"We are very pleased with this significant order and we continue to focus on sales growth in our proprietary products line in addition to our traditional lines of TCM herbs, especially our GAP standards products. We anticipate continuing growing demand for Yishen Capsules. Awareness is building of our 'Wonder Capsule' based on its ability to provide a solution to recover workers' productivity losses in the $100's of billions, not to mention the potential to reduce the incidence of accident created by fatigue," stated Jiayin Wang, Chairman and CEO of CHRI.

A US federal government inquiry also reported fatigue-related road accidents alone cost around $3 billion every year. ("Beyond the Midnight Oil, Managing Fatigue in Transport" - House of Representatives Standing Committee on Communications, Transport and the Arts, October 2000)

About 30% of severe single vehicle crashes in rural areas involve the driver being fatigued. ("VicRoads Road Accident Facts" - Victoria). SmartMotorist.com claims that around 40 percent of semi-truck accidents are caused by driving fatigue. The Insurance Institute of Highway Safety (IIHS) reports that 21 percent of truck drivers in Oregon say that they have fallen asleep while driving.

"The company is committed to the development and commercialization of effective, innovative and natural health solutions. Our increasing orders for Yishen Capsules validates this strategy and is further proof that CHRI is a leader in the innovation of products that the market needs. Another CHRI proprietary product is Bailing Capsule, which is used in the treatment of many head related issues including migraine and vascular headaches. The company is also close to completing its research and development of a revolutionary migraine prevention and cure product," adds Mr. Wang.

China Health Resource, Inc. and Subsidiaries

Unaudited Consolidated Statement of Operations

For the Three Months ended March 31, 2012

Our revenues for the three months ended March 31, 2012 were US $ $8,955,361, an increase of 105% over revenues of US $4,378,311 for the three months ended March 31, 2011. The increase in sales revenues was due primarily to an increase in the volume of sales, the increase of unit sales price of Yishen capsule, and sales of other TCM received during the three months ended March 31, 2012. Most of the revenue growth was attributable to increased volume sales in raw DAR and other TCM herbs. Our sales arrangements are not subject to any warranties. In this period, TCM prices including DAR retail prices decreased slightly due to the macro TCM market condition.

China Health Resource, Inc. and Subsidiaries

Audited Consolidated Statement of Operations

For the Year Ended December 31, 2011 and 2010

TEANECK, N.J., Feb. 24, 2012 /PRNewswire/ -- Herborium Group, Inc., (Pink Sheets: HBRM) www.herborium.com, a Botanical Therapeutics® company, announce today signing the Letter of Intent with China Health Resource, Inc (OTCBB.CHRI) for sales of up 100% interest in Herborium.      

Dr. Agnes Olszewski, Chairman and CEO of Herborium stated: "We are most excited to confirm that we are negotiating with China Health Resource, Inc. for an acquisition of up to 100% interests in Herborium.  Both companies share the mission to bring Botanical Therapeutics®  (natural medicinal products) based on modernized Traditional Chinese Medicine to the mainstream of healthcare.  The world market for botanical drugs is over $500 billion and the time for this move cannot be better as market and regulatory changes in the healthcare sector create rapid growth opportunities. To take advantage of those changes a complex expertise is necessary and Herborium posses such unique expertise.

"By combining Herborium marketing, clinical and regulatory competencies and its proprietary product portfolio with CHRI manufacturing  capabilities, and market access in China we have an opportunity to create a leader in  Botanical Therapeutics® sector. We are looking forward to commence the due diligence  and negotiation process  leading  to successful completion of this transaction," concluded  Dr. Olszewski.

PRINCETON, NJ., February 21, 2012 /PRNewswire-Asia/ -- China Health Resource, Inc. (OTCBB: CHRI News), today has issued a letter of intent to acquire up to 100% of New Jersey based Herborium Group Inc (OTC PINKSHEETS: HBRM), a Botanical Therapeutics^® company quoted under the symbol HBRM.

"This action is a result of careful analysis of the strategy to capitalize on the need for urgent solutions in healthcare in the USA, China and globally. With healthcare costs rising and pervasive economic pressures, the need for lower cost and more effective solutions has reached critical levels. Competencies represented by Herborium will enable CHRI to bring its high quality, cost-effective and safe solutions premised on TCM to the US markets swiftly and efficiently," says Steve Weiss, Director of Strategic Acquisitions and Financial Marketing.

Steven Weiss, as CHRI's newly appointed Director of Strategic Acquisition and Financial Marketing says, "This potential acquisition would achieve the very first part of our goal to incorporate a strong professionally managed team to expand CHRI presence into the USA. CHRI is negotiating to purchase of a company here in my home State of New Jersey and that move will bring significant value for shareholders and a platform for bringing jobs to New Jersey which has lagged behind the rest of the nation in the creation of new jobs. This transaction will create a domestic division for China Health Care helping our economy with much needed jobs. This is the first step in building a domestic presence for CHRI upon which we will build through continued acquisitions."

Preliminary Fourth Quarter 2011 Results

• The company expects 2011 fourth quarter operating revenues of more than $12.5 million, an $8.5 million or a 218% increase over the same period in 2010.
• The company expects 2011 fourth quarter net income to be $2.7 million, or $0.015 per fully diluted common share, compared with $1.6 million or $0.01 per share for the fourth quarter of 2010

The growth is attributed to expansion of the TCM product lines particularly its premier TCM herbs such as Gastrodiae ("TianMa") and improvements in sales channel management for markets outside of the Sichuan province combined with consistent cost controls.

"We are extremely pleased with the solid results for the fourth quarter and the year," said Jiayin Wang, President and CEO of CHRI. "These results are a reflection of the hard work and commitment of China Health Resource's employees to execution of our company's goals. Based on the 2011 results as well as our continued implementation of our strategic goals this year, we look forward to a very successful 2012."

2012 Earnings Guidance

China Health Resource has issued earnings guidance for 2012. The company's 2012 earnings are estimated to be in the range of $0.06 and $0.065 per share. The company's earnings forecasts are subject to numerous risks, including those described under 'Forward-Looking Statements' below and under 'Risk Factors' in its annual and quarterly reports.

"Speaking to the company's focus in 2012," Wang added, "we will continue to maintain our leadership in our DAR franchise while we grow our product lines with valuable and high growth products like Gastrodiae. In addition, we will pursue growth opportunities worldwide through acquisition and distribution and grow in areas where we can best serve customers and create value."

SICHUAN, China, February 13, 2012 /PRNewswire-Asia/ -- China Health Resource, Inc. (OTCBB: CHRI.OB News), today announced that they have opened a Princeton, New Jersey office and have appointed Mr. Steven Weiss, a veteran in financial media to head the company's Investor Awareness program. Mr. Steven Weiss will be heading and putting forward an aggressive Investor Awareness Program along with strategic long term financial marketing incentives and acquisitions.

Mr. Weiss brings to us over 30 years of Financial & Media marketing experience with positions at CBS TV, Viacom and Universal Media Group.

Mr. Weiss stated yesterday, "The enormous growth of China Health Resource and their desire to rapidly expand their product base in the USA attracted me here and I am excited to bring my expertise in all avenues of financial marketing to this very undiscovered and undervalued company. Bringing limelight to the investment community is the first order of business. A sound strategy is the bedrock of any Investor Awareness program and nothing contributes more to its ultimate success. Together with Jiayin Wang, Chairman and CEO of China Health Resource along with his staff, we will build a comprehensive powerhouse of a company.

"With the astronomical rise in USA health care costs, many companies no longer offer their employees major health care insurance or are asking for significant co-payments out of their salaries. We strongly feel that given the correct marketing plan that Traditional Chinese Medicine (TCM) will be a very affordable alternative for Americans on strict budgets due to the severe economic environment. I envision a new foundation built upon educating USA citizens on TCM medications that will not only compete with the big pharmaceutical companies but will be a multi-billion dollar revenue foundation for China Health Resource here in the USA," added Mr. Weiss.

Jiayin Wang, the Chairman and CEO of CHRI says: "We are very proud to announce that Mr. Steven Weiss has been appointed to head our strategic financial marketing and investor relations program in the USA. Mr. Weiss credentials are of great caliber - a true renowned veteran in media and investors relations. We are fortunate to have him join us at this time. He will be immediately directing a comprehensive and aggressive Investor Awareness Program for China Health Resource and create wide awareness of our value proposition and mission.

SICHUAN, China, December 28, 2011 /PRNewswire-Asia/ -- China Health Resource, Inc. (OTCBB: CHRI), through its wholly owned subsidiary Suining Yinfa DAR Industrial Co, Ltd (Yinfa), announces it has appointed Loeb & Loeb LLP as its USA legal counsel for its 2012 acquisition initiative. Andrew Ross, a partner with New York-based law firm Loeb & Loeb LLP and Chair of the Mergers and Acquisition Practice Group and known for his international mergers & acquisitions, security and financing expertise, will lead as Loeb & Loeb counsel for CHRI's initiative.

"2011 has been a great year for the company in terms of financial performance as well as broadening of our products base. Borrowing from our unique pioneering position in setting TCM quality standard in using GAP for TCM products, this is our next strategic step for the company's expansion into the global markets beyondChina. We are truly pleased that Mr. Andrew Ross of Loeb & Loeb is joining our acquisition team at CHRI. CHRI is capitalizing in the new trend of increased demand for healthcare products from an aging population in the major global economies like USA, Japan, China, Germany and Italy, the general increasing need for healthcare, and the increasing acceptance of alternative and preventive health care worldwide," said Jiayin Wang, the Chairman and CEO of CHRI.

SUINING, China, Nov. 21, 2011 /PRNewswire-Asia/ -- China Health Resource, Inc. (OTCBB: CHRI), through its wholly owned subsidiary Suining Yinfa DAR Industrial Co, Ltd (Yinfa), announces it has started the GAP standard project for Gastrodiae ("TianMa").  Gastrodiae or TianMa is a natural ingredient used in the treatment of hypertension, and as an ingredient to eliminate headaches and to improve circulation.  This represents another step in CHRI's increased participation in the growing TCM pharmaceutical market. TCM is a standard of medical practice in China and growing as an alternative medical and pharmaceutical industry worldwide.

CHRI, known for setting the first standard in pharmaceutical GAP standard for Dahurian Angelica Root (DAR), a key ingredient in pharmaceutical grade TCM products, added Gastrodiae to its product line through an exclusive wholesale agreement early this year.  "We expect Gastrodiae to generate an estimated 100 million RMB (approximately US$15 million) of annual revenue for CHRI as part of our product line.  Revenue is expected to increase significantly after the GAP standard for Pingwu TianMa is completed due to the increased market price differential of PingWu TianMa, a price range from 250 RMB (US$40) per Kilogram (lower grade) to over 1,000 RMB (US$159) per Kilogram, in today's market.  In addition, we expect that the benefits of our newly awarded Dragonhead Enterprise status will improve our already good margins toward TianMa, enabling us to realize significantly reduced taxation in this new product line," said Mr. Weihai Liu, CFO of CHRI

Second Quarter 2011 Results

SICHUAN, China, Sept. 27, 2011 /PRNewswire-Asia/ -- China Health Resource, Inc. (OTCBB: CHRI), a producer and supplier of Traditional Chinese Medicine (TCM) products, announced robust quarterly earnings for June 2011. CHRI reported over $8 million in revenues and $1.7 million in net income, 443% increase from the second quarter of 2010. This translates to earnings of about $0.02 per share for the first half of 2011. The net earnings performance in the first half fiscal year has nearly matched the net profit for all of 2010.

CHRI's gross profit margin for the first half of 2011 is 32% and net profit margin of 21%, a significant increase compared to 18% of gross margin and 10% of net profit margin for the first half year of 2010.

"CHRI achieved excellent results in the second quarter," noted Jiayin Wang, CHRI's Chairman and Chief Executive Officer. "Orders in the quarter were up nearly 80% with an increased gross and net margin from 18% to 32% and 10% to 21%, respectively. This order strength translated into strong top-line performance and improved product margins which, coupled with a relatively well maintained low cost of operating structure, drove earnings significantly above our expectations", noted Mr. Wang.

"Several reasons contributed to the strong performance in net earnings for the first six months of 2011. First, there has been an increase in revenue from a higher volume of sales of raw Dahurian Angelica Root (DAR). In addition, CHRI has several other new products making strong headway including Rhizoma Gastrodiae, or "TianMa", through exclusive agreements with Chinese suppliers. Demand for these products has been steadily increasing and our brand and franchise is becoming recognized throughout the industry. We expect this growth in sales and earnings to continue", commented Mr. Wang.

CHRI as the only provider of Dahurian Angelica Root (DAR) with a nationally certified standard (GAP) in the People's Republic of China and is committed to setting pharmaceutical grade standards for TCM herbs in its industry, a process the company started in collaboration with top TCM research institutions in China.

"Buyers of our products value the high quality standards that CHRI employs. We look forward to expansion through both continued sales of our existing lines and introduction of new products consistent with our recognized quality standards", added Mr. Wang.

SICHUAN, China, September 27, 2011 /PRNewswire-Asia/ -- China Health Resource, Inc. (OTCBB: CHRI), a producer and supplier of Traditional Chinese Medicine (TCM) products, announced robust quarterly earnings for June 2011. CHRI reported over $8 million in revenues and $1.7 million in net income, 443% increase from the second quarter of 2010. This translates to earnings of about $0.02 per share for the first half of 2011. The net earnings performance in the first half fiscal year has nearly matched the net profit for all of 2010.

China Health Resource, Inc. and Subsidiary

Unaudited Condensed Consolidated Statement of Operations

For the Six Months Ended June 30, 2011 and 2010

Sichuan, PRC – Jan. 31, 2011 – China Health Resource, Inc.  today announced that the Company has authorized a stock repurchase program to commensurate returns of industry leaders. CHRI is a leading Chinese pharmaceutical company specializing in producing, processing and commercializing Dahurian Angelica Root (DAR).

CHRI believes that this program is in line with the Company’s strategic plan and strengthening business fundamentals are in place to support this decision. The Company also recently announced that it had begun expansion plans to introduce new Traditional Chinese Medicine (TCM) products and kicked off intensive research for Tianma, a popular TCM herb in China. Under GAP-certified standards, the Company has been a leader in the production of pharmaceutical grade DAR in Suining, Sichuan, and will continue to introduce quality TCM herbs that meet the GAP standards and requirements.

"Today’s announcement signals confidence in our fundamental business strategies both today and looking forward," said Jiayin Wang, CEO.

CHRI Shares have been active in recent trading sessions rising from $0.02 to $0.05 since November 30, 2010. We were not able to locate any press releases over major wires, but stumbled upon an exhibit 99-1 in an 8K from December 30, 2010.

Sichuan, PRC —China Health Resource, Inc. announced today that the company has begun its expansion plans to gear up for the increasing demand of Dahurian Angelica Root (DAR) in China. This expansion will cost nearly US$1 million that has been added to the company’s operating capital.

CHRI’s expansion plans will focus mainly on purchasing raw DAR from the farms in Suining, expanding the current production facility, and scaling up its distribution to meet the demand for pharmaceutical-grade DAR throughout China. Further expansion plans include new product development to increase its product offering as well as marketing and branding.

“The Sichuan Angelica Root makes up close to 70% of the product produced in China and CHRI is very excited to be able to provide grade-A products for much of China,” comments Jiayin Wang, CEO.

The company is currently the only manufacturer that has been GAP certified to produce pharmaceutical-grade DAR in the country. The GAP certification process ensures that the herb is only produced according to very strict and specific quality standards, and is of the highest quality DAR grown in Suining, Sichuan.

"As the leading manufacturer of pharmaceutical-grade DAR in the People's Republic of China, we are committed to growing to meet the demand for our high quality products," Wang said.

We are speculating that CHRI may be catching the eye of agressive investors excited that the company is on the verge of executing its business plan.

What investors should know:

• The company also just received a approval of a small loan.
• The company will have to raise capital
• The company has 159,935,953 shares outstanding

CEO performance bonuses payable in shares of the Common Stock based upon milestones and terms as follows: (Page 8 of 2010 third quarter 10Q).

i. If the Company achieves $500,000 in net income for the three-month period ended September 30, 2010 as shown in the Company's financial statements contained in the Quarterly Report on Form 10-Q for such period, Mr. Wang will receive a bonus of $40,000 payable in shares of Common Stock valued at $0.02 per share.

ii. If the Company achieves $1,000,000 in net income for the six-month period ended December 31, 2010, Mr. Wang will receive a bonus of $100,000 payable in shares of Common Stock valued at $0.05 per share.

iii. If the Company achieves $1,500,000 in net income for the nine-month period ended March 31, 2011, Mr. Wang will receive a bonus of $160,000 payable in shares of Common Stock valued at $0.08 per share.