Attached files
| file | filename |
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| EX-31.1 - Biostar Pharmaceuticals, Inc. | ex31-1.htm |
| EX-31.2 - Biostar Pharmaceuticals, Inc. | ex31-2.htm |
| EX-23.1 - Biostar Pharmaceuticals, Inc. | ex23-1.htm |
| EX-32.2 - Biostar Pharmaceuticals, Inc. | ex32-2.htm |
| EX-32.1 - Biostar Pharmaceuticals, Inc. | ex32-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K /A
Amendment No. 1
(Mark One)
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x
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Annual Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
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For the fiscal year ended: December 31, 2010
Or
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¨
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Transition Report Pursuant To Section 13 Or 15(d) Of The Securities Exchange Act Of 1934
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For the transition period from ______________ to _______________
Commission File Number: 001-34708
BIOSTAR PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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20-8747899
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(State or other jurisdiction of incorporation of origination)
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(I.R.S. Employer Identification Number)
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No. 588 Shiji Xi Avenue
Xianyang, Shaanxi Province
People’s Republic of China
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712046
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(Address of principal executive offices)
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(Zip code)
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011-86-29-33686638
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each issuer’s classes of common stock, as of the latest practicable date: 27,387,436 shares of common stock issued and outstanding as of March 18, 2011. As of the close of business on June 30, 2010, the aggregate market value of the voting stock (common stock) held by non-affiliates of the registrant was approximately $50 million based on the closing sale price of $2.97 per share of our common stock on Nasdaq on June 30, 2010.
Explanatory Note
Biostar Pharmaceuticals, Inc., (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment No. 1”) to its Annual Report on Form 10-K for the year ended December 31, 2010 which was originally filed with the Securities and Exchange Commission on March 24, 2010 (the “Original Filing”), for the sole purpose of including the signed consent by of the Company’s independent accounting firm of Mazars CPA Limited, LLP as Exhibit 23.1, which was inadvertently omitted in the Original Filing. The Amendment also amends Part IV, Item 15 (Exhibits) to include the consent in the list of exhibits appearing on page 52 of the filing.
The Amendment No. 1, with the exception of the foregoing change, does not make any other changes to the Original Filing; nor does it purport to update or modify disclosures contained in the Original Filing to reflect events that occurred following the filing date thereof. Accordingly, the Amendment No. 1 should be read in conjunction with the Original Filing and other filings made with the Securities and Exchange Commission subsequent thereto.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the certifications pursuant to Section 302 and Section 906 of the Sarbanes- Oxley Act of 2002, filed and furnished, respectively, as exhibits to the Original Filing have been re-executed and re-filed as of the date of this Amended Report and are included as exhibits hereto.
PART IV.
ITEM 15. EXHIBITS
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Exhibit Number
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Description | |
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2.1
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Assets Acquisition Agreement with Xi’an Meipude Bio-Technology Co., Ltd. (5)
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3.1
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Articles of Incorporation filed with the corporate secretary of State of the State of Maryland on March 27, 2007 (1)
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3.2
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Articles of Amendment filed with the corporate secretary of State of the State of Maryland on August 1, 2007 (1)
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3.3
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Articles of Amendment filed with the corporate secretary of State of the State of Maryland on September 14, 2007 (1)
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3.4
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Certificate of Designation for the Series B Convertible Preferred Stock as filed with the corporate secretary of State of Maryland on November 2, 2009 (2)
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3.4
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Bylaws (1)
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10.1
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Employment Agreement with Deyin Chen dated June 30, 2010 (3) **
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10.2
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Clinical Research Agreement by and between Shaanxi Aoxing Pharmaceutical Co., Ltd. and the 4th Military District University Beijing Hospital State Pharmaceutical Clinical Research Center dated November 15, 2009 *
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10.3
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Clinical Research Agreement by and between Shaanxi Aoxing Pharmaceutical Co., Ltd. and the 4th Military District University Beijing Hospital State Pharmaceutical Clinical Research Center dated December 19, 2009 *
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10.4
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Labor Contract between Shaanxi Aoxing Pharmaceutical Co., Ltd. and Ronghua Wang dated June 30, 2010 (6)
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10.5
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2009 Incentive Stock Plan ** (4)
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14.1
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Code of Ethics (4)
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| 23.1 | Consent of Independent Registered Public Accounting Firm * | |
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31.1
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31.2
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32.1
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32.2
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* Filed herewith.
** Indicates employment or compensatory arrangement, plan or agreement
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(1)
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Previously filed as an exhibit to the Company’s Registration Statement on Form SB-2 (File No. 333-147363) filed with the SEC on November 13, 2007.
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(2)
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Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 3, 2009.
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(3)
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Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on July 2, 2010.
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(4)
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Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2010.
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(5)
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Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2010.
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(6)
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Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2010.
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(7)
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Incorporated by reference from the Company’s Schedule 14A filed with the SEC on October 1, 2010.
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52
In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BIOSTAR PHARMACEUTICALS, INC.
(Registrant)
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Date: May 19, 2011
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By:
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/s/ Ronghua Wang
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Ronghua Wang
Chief Executive Officer and President
(Principal Executive Officer)
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