Tianyin Pharmaceuticals Co (NYSE AMEX:TPI)

Will TPI seek equity capital.

On November 30, 2010, we received unanimous consent from eight accredited investors to amend certain terms in Series C Warrant, which we issued pursuant to the Securities Purchase Agreement entered into by and among us and the Investors on October 27, 2009, as disclosed in the Current Report on Form 8-K that we filed on October 30, 2009. Pursuant to Sections 3(e) and (f) of the Series C Warrant, the Investors had certain weighted average anti-dilution protection in the event we issue any Additional Shares of Common Stock, Convertible Securities or Common Stock Equivalents (as those terms are defined in the Series C Warrant) at a price per share less than the Warrant Price then in effect. We requested that the Investors amend the Series C Warrant to delete Sections 3(e) and (f) thereof; in consideration thereof, the holders of the Series C Warrant shall have a right until May 1, 2011, to pre-approve any Additional Issuances at a price less than the Warrant Price then in effect. The Warrant Amendment is attached hereto as Exhibit 99.1.