Attached files
| file | filename |
|---|---|
| EX-3.2 - Hubei Minkang Pharmaceutical Ltd. | v200126_ex3-2.htm |
| EX-3.1 - Hubei Minkang Pharmaceutical Ltd. | v200126_ex3-1.htm |
| EX-99.1 - Hubei Minkang Pharmaceutical Ltd. | v200126_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 20, 2010
HUBEI
MINKANG PHARMACEUTICAL LTD.
(Exact
name of registrant as specified in its charter)
Commission File Number
333-137460
|
Nevada
|
26-2410685
|
|
|
(State
or other jurisdiction
of
incorporation)
|
(I.R.S.
Employer
Identification
No.)
|
2808
Cowan Circle
Las
Vegas, NV 89102
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: (866)
446-1869
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item 5.03.
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Effective
October 20, 2010, we completed a merger with our subsidiary, Hubei Minkang
Pharmaceutical Ltd., a Nevada corporation. As a result, we have
changed our name from “Nexgen Petroleum Corp.” to “Hubei Minkang Pharmaceutical
Ltd.” We change the name of our company to better reflect
the intended direction and business of our company.
In
addition, effective October 20, 2010, we effected a one (1) for eight (8)
reverse stock split of our authorized, issued and outstanding common
stock. As a result, our authorized capital has decreased from
1,350,000,000 shares of common stock with par value of $0.001 per share and
10,000,000 shares of preferred stock with par value of $0.001 per share to
168,750,000 shares of common stock with par value of $0.001 per share and
10,000,000 shares of preferred stock with par value of $0.001 per share, and
correspondingly our issued and outstanding capital has decreased from 64,765,941
shares of common stock to 8,095,742 shares of common stock.
Item
7.01. Regulation FD Disclosure
The name
change and reverse stock split became effective with FINRA’s Over-the-Counter
Bulletin Board at the opening for trading on October 21, 2010 under the new
stock symbol “HBMKD”. The “D” on our symbol will be removed after 20
business days upon which our symbol will be “HBMK”. Our new CUSIP
number is 44352W 101.
Item
8.01. Other Information
On
October 18, 2010, we entered into a letter of intent (“LOI”) with HBMK Limited
(“HBMK”), a BVI corporation, whereby HBMK and us intend to complete a Purchase
Agreement (the “Definitive Agreement”), where we will acquire 100% of the issued
and outstanding shares of capital stock of HBMK (the “HBMK Shares”) in exchange
for 28,000,000 shares of our common stock (the “Exchange Shares”), on the terms
and subject to the conditions set out in the Definitive Agreement to be entered
into between us and HBMK (the “Proposed Transaction”).
Concurrent
with the closing of the Proposed Transaction with the shareholders of HBMK, we
agree not to have more than $50,000 in outstanding liabilities and to dispose of
our oil and gas assets.
The
shares of our common stock to be issued to the shareholders of HBMK in the
Proposed Transaction will be issued pursuant to an exemption from registration
requirements and will be subject to a statutory hold period.
Either us
or HBMK may terminate the LOI if the parties fail to enter into a Definitive
Agreement on or before November 15, 2010, unless extended by mutual agreement of
the parties in writing for a maximum of 14 days per extension.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. Description of
Exhibit
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3.1
|
Articles
of Merger filed with the Secretary of State of Nevada on September 29,
2010, and which is effective October 20,
2010.
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3.2
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Certificate
of Change filed with the Secretary of State of Nevada on September 29,
2010, and which is effective October 20,
2010.
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99.1
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News
Release dated October 21, 2010.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
Date: October
27, 2010
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HUBEI
MINKANG PHARMACEUTICAL LTD.
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||
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By:
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/s/
Hsien Loong Wong
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Name:
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Hsien
Loong Wong
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Title:
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President
and
Director
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EXHIBIT
INDEX
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Exhibit No.
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Description of Exhibit
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Page Number
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3.1
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Articles
of Merger filed with the Secretary of State of Nevada on September 29,
2010, and which is effective October 20, 2010.
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6
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3.2
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Certificate
of Change filed with the Secretary of State of Nevada on September 29,
2010, and which is effective October 20, 2010.
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23
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99.1
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News
Release dated October 21, 2010.
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24
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