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EX-31.2 - TOP FLIGHT GAMEBIRDS, INC.v229173_ex31-2.htm
EX-31.1 - TOP FLIGHT GAMEBIRDS, INC.v229173_ex31-1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
Amendment No. 1

(Mark One)

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2010
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number:  333-152286

 GLOBAL PHARM HOLDINGS GROUP, INC.

(Name of registrant in its charter)

Delaware
 
20-8767223
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer Identification No.)
     
25/F New World Center, No. 6009
   
Yitian Road, Futian District,
   
Shenzhen,
   
People’s Republic of China
 
518026
     
(Address of principal executive
offices)
 
(Zip Code)

86-755-83230226

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class registered:
 
Name of each exchange on which
registered:
None
 
None

Securities registered under Section 12(g) of the Exchange Act:
(Title of class)

None
 
 
 

 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes   ¨    No   x
 
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes   x    No    ¨

Note —Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act from their obligations under those Sections.

Indicate by checkmark 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 Website, 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 such shorter period that the registrant was required to submit and post such files).
Yes   ¨    No   ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this Chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy of information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.   ¨

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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer    ¨
Accelerated filer   ¨
   
Non-accelerated filer    ¨
Smaller reporting company   x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes   ¨    No   x

The aggregate market value of the voting and non-voting stock on June 30, 2010 (consisting of Common Stock, $0.001 par value per share) held by non-affiliates was approximately $420,000 based upon the most recent sales price ($.10) for such Common Stock on said date. As of June 30, 2010, the last business day of the registrant’s most recently completed second quarter, there were 26,000,000 shares of our Common Stock issued and outstanding, of which approximately 4,200,000 shares were held by non-affiliates.
 
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes     ¨    No      ¨

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

Number of shares of common stock, par value $0.001, outstanding as of July 15, 2011: 26,000,000
 
 
 

 
    
PART IV
 
 Item 15. Exhibits, Financial Statement Schedules.

Exhibit
Number
 
Description
3.1
 
Articles of Incorporation *
3.2
 
Bylaws *
3.3
 
Specimen of Common Stock Certificate**
10.1
 
Share Exchange Agreement, dated August 12, 2010, by and among Top Flight, Global Pharma BVI, and Mei Li Sai**
10.2
 
Loan Contract, dated December 23, 2009, by and between Yaoyuan and Qilu Bank**
10.3
 
Loan Contract, dated March 22, 2010, by and between Yaoyuan and Qilu Bank**
10.4
 
Lease Contract, by and between Xuelingxian and Bozhou Fengyi Chinese Medicine Development and Research Institute **
10.5
 
Lease Agreement, dated January 1, 2010, by and between Meng Wang Village Committee of Dayang Town of Qiaocheng District in Bozhou City and Xuelingxian*****
 
 
 

 
10.6
 
Supplementary Lease Agreement, dated June 23, 2010, by and between Meng Wang Village Committee of Dayang Town of Qiaocheng District in Bozhou City and Xuelingxian**
10.7
 
Lease Agreement, dated July 2, 2010, by and between Meng Wang Village Committee of Dayang Town of Qiaocheng District in Bozhou City and Xuelingxian*****
10.8
 
Lease Contract, dated May 27, 2009, by and between Yaoyuan and General Tobacco Group Co., Ltd. *****
10.9
 
Lease Contract, dated March 1, 2010, by and between Yaoyuan and General Tobacco Group Co., Ltd.**
10.10
 
Lease Contract, dated June 19, 2010, by and between Yaoyuan and General Tobacco Group Co., Ltd. *****
10.11
 
Lease Contract, dated July 1, 2010, by and between Yaoyuan and General Tobacco Group Co., Ltd. *****
10.12
 
Lease Contract, dated October 25, 2008, by and between XuShujun and Tonghua Tongdetang Pharmaceutical Company.**
10.13
 
Lease Agreement, dated November 28, 2010, by and between XiuyingHou and Tongdetang*****
10.14
 
Lease Contract, dated November 17, 2010, by and between Xiangqing Zhao, Qiudong Yu and Global Pharma BVI*****
10.15
 
Drug Purchase and Sales Contract, dated January 9, 2009, by and between Changchun YongxinDirui Drug Co., Ltd. and Tongdetang**
10.16
 
Drug Purchase and Sales Agreement, dated January 16, 2009, by and between Changchun Changheng Pharmaceutical Co., Ltd. and Tongdetang**
10.17
 
Distribution Agency Agreement, dated February 1, 2009, by and between Bozhou City ZhongzhengSliced Chinese Crude Drugs Co., Ltd and Xuelingxian**
10.18
 
Distribution Agency Agreement, dated February 11, 2010, by and between Bozhou City Zhongzheng Sliced Chinese Crude Drugs Co., Ltd and Xuelingxian*****
10.18A
 
Distribution Agency Agreement, dated January 15, 2011, by and between Bozhou City Zhongzheng Sliced Chinese Crude Drugs Co., Ltd and Xuelingxian*****
10.19
 
Sales Agreement, dated January 20, 2009, by and between Anhui Province Suzhou City Sliced Chinese Crude Drugs Co., Ltd and Xuelingxian**
10.20
 
Distribution Agreement, dated March 15, 2009, by and between Anhui Province Suzhou City Traditional Chinese Medicine Co., Ltd., and Xuelingxian**
10.21
 
Distribution Agreement, dated January 1, 2010 by and between Xiuzheng Pharmaceutical Group Marketing Co., Ltd., and Yaoyuan*****
10.21A
 
Distribution Agreement, dated January 1, 2011 by and between Xiuzheng Pharmaceutical Group Marketing Co., Ltd., and Yaoyuan*****
10.22
 
Distribution Agreement, dated January 1, 2010 by and between Hainan Lingkang Pharmaceutical Co., Ltd., and Yaoyuan*****
10.22A
 
Distribution Agreement, dated January 1, 2011 by and between Hainan Lingkang Pharmaceutical Co., Ltd., and Yaoyuan*****
10.23
 
Trademark Use Agreement, dated  January 1, 2009, by and between Jingsheng Wang and Xuelingxian; Trademark Use Agreement, dated March 28, 2009, by and between Jingsheng Wang and Binomial Biopharm Group Limited.**
10.24
 
Trademark License Declaration, dated April 7, 2010, by Yanliang Song**
10.25
 
Employment Agreement, dated August 6, 2010, by and between Yunlu Yin and Top Flight**
10.26
 
Employment Agreement, dated August 6, 2010, by and between An Fu and Top Flight**
10.27
 
Employment Agreement, dated August 6, 2010, by and between Dan Li and Top Flight**
10.28
 
Earn-in Agreement*****
10.28A
 
Agreement to Amend Earn-In Agreement****
10.29
 
Equity Transfer Agreement of Shandong Global Pharm Company*****
 
 
 

 
 
10.30
 
Equity Transfer Agreement of Tonghua Tongdetang Pharmaceutical Company*****
10.31
 
Equity Transfer Agreement of Anhui Xuelingxian Pharmaceutical Company*****
10.32
 
Loan Contract, dated May 7, 2010, by and between Xueling Xian and Construction Bank of China at Bozhou Branch*****
11.1
 
Code of Business Conduct and Ethics*****
16.1
 
Letter from the Company to GBH CPAs, CPA, dated as August 11, 2010**
16.2
 
Letter from GBH CPAs to the SEC, dated August 12, 2010**
16.3
 
Consent Letter of Acquavella, Chiarelli, Shuster, Berkower& Co., LLP dated August 25, 2010**
21.1
 
List of Subsidiaries**
31.1
 
Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
 
Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer). *****
32.2
 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer). *****
99.1
 
Audit Committee Charter***
99.2
 
Compensation Committee Charter***
99.3
 
Nominating Committee Charter***
 
*           Incorporated by reference to the exhibit to our registration statement on Form S-1 filed with the SEC on July 11, 2008.
**         Incorporated by reference to the exhibit to our current report on Form 8-K filed with the SEC on August 13, 2010.
***       Incorporated by reference to the exhibit to our current report on Form 8-K filed with the SEC on February 18, 2011.
****     Incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed with the SEC on March 29, 2011.
*****   Incorporated by reference to the exhibit to our annual report on Form 10-K for the year ended December 31, 2010 filed with the SEC on April 13, 2011.
 
 
 

 
  
 SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

   
GLOBAL PHARM HOLDINGS GROUP, INC.
 
       
Date: July 21, 2011
 
/s/ Yunlu Yin
 
   
Yunlu Yin
 
   
Chief Executive Officer and President (Principal Executive Officer)
 
       
Date: July 21, 2011
 
/s/ An Fu
 
   
An Fu
 
   
Chief Financial Officer
 
   
 (Principal Financial Officer)