Molecular Pharmacology (USA) Ltd. - FORM 10-K/A - October 19, 2011

Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - Molecular Pharmacology (USA) Ltd.Financial_Report.xls
EX-32 - EXHIBIT 32 - Molecular Pharmacology (USA) Ltd.ex32a_june302011.htm
EX-31 - EXHIBIT 31.2 - Molecular Pharmacology (USA) Ltd.ex312a_june302011.htm
EX-31 - EXHIBIT 31.1 - Molecular Pharmacology (USA) Ltd.ex311a_june302011.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/AMENDMENT NO. 2

(Mark One)
 

X

   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      For the year ended June 30, 2011
      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  For the transition period from___________ to __________
  Commission file number 000-50156

MOLECULAR PHARMACOLOGY (USA) LIMITED

(Exact name of registrant as specified in its charter)

 

NEVADA

  

71-0900799

(State or other jurisdiction of
incorporation or organization)

  

(I.R.S. Employer
Identification No.)

 

Drug Discovery Centre, 284 Oxford Street, Leederville 6007 Perth, Western Australia

(Address of principal executive offices)

(Zip Code)
   

Registrant's telephone number, including area code

011-61-8-9443-3011
 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

  

Name of each exchange on which registered

Not Applicable

  

Not Applicable
 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock with a par value of $0.001 per share
 
Indicate by check mark if the registrant is a well known seasoned issuer, as defined by Rule 405 of the Securities Act Yes o No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes x No o
 
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 preceding12 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 o
     
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 (S 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). Not Applicable. Yes  o No  o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (S 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Not Applicable. Yes  o No  o
 

i

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non accelerated filer, or a small reporting company. See the definitions of "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act (Check one):
  Large accelerated filer o   Accelerated filer  o  
  Non-accelerated filer o   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 o No x
   
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.

23,553,740 common shares @ $0.0051(1) = $120,124.07

(1) Last close price on June 30, 2011
 

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 and 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court Yes o No o

Not Applicable.
 

(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.
 

111,553,740 common shares issued and outstanding as of September 7, 2011.
 

DOCUMENTS INCORPORATED BY REFERENCE
 

None.
 

ii

Explanatory Note

 
We are filing this Amendment No. 2 ("Form 10-K/A") to our Annual Report on Form 10-K for the Fiscal Year Ended June 30, 2011, originally filed with the Securities and Exchange Commission (the "SEC") on September 30, 2011 (the "Form 10-K") in order to file the interactive data files in XBRL format required by Rule 405 of Regulation S-T and Item 601 of Regulation S-K.  These XBRL documents did not attach properly to the Amendment No. 1 filing.

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, each item of the Form 10-K that is amended by this Form 10-K/A is restated in its entirety, and this Form 10-K/A is accompanied by currently dated certifications on Exhibits 31.1, 31.2, and 32.1 by our Chief Executive Officer and Chief Financial Officer.

Except as expressly set forth in this Form 10-K/A, we are not amending any other part of the Form 10-K. This Form 10-K/A does not reflect events occurring after the filing of the Form 10-K or modify or update any related or other disclosures, including forward-looking statements, unless expressly noted otherwise. Accordingly, this Form 10-K/A should be read in conjunction with the Form 10-K and with our other filings made with the SEC subsequent to the filing of the Form 10-K, including any amendments to those filings.

For reference purposes only, the index to exhibits related to Exhibit 101 (for interactive data files) is set forth below.
 
INDEX TO EXHIBITS
These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K:
     
Exhibit    
Number   Description
101.INS
  XBRL Instance Document.
 
    
101.SCH
  XBRL Taxonomy Extension Schema.
 
    
101.DEF
  XBRL Taxonomy Extension Definition Linkbase
 
    
101.LAB
  XBRL Taxonomy Extension Labels Linkbase.
 
    
101.PRE
  XBRL Taxonomy Extension Presentation Linkbase.
 

1

SIGNATURES

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

   MOLECULAR PHARMACOLOGY (USA) LIMITED
  BY:   

/s/ Jeffrey D. Edwards
    Jeffrey D. Edwards, President and Chief Executive Officer, Chief Financial Officer and Member of the Board of Directors
  Date: October 18, 2011
     

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

     
  BY: 

/s/ Jeffrey D. Edwards
    Jeffrey D. Edwards, President and Chief Executive Officer, Chief Financial Officer and Member of the Board of Directors
  Date: October 18, 2011
     

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