China Pharmaceuticals Inc - FORM 10-Q/A - August 27, 2012

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EX-32.2 - EXHIBIT 32.2 - China Pharmaceuticals Incex322.htm
EX-32.1 - EXHIBIT 32.1 - China Pharmaceuticals Incex321.htm
EX-31.2 - EXHIBIT 31.2 - China Pharmaceuticals Incex312.htm
EX-31.1 - EXHIBIT 31.1 - China Pharmaceuticals Incex311.htm
EXCEL - IDEA: XBRL DOCUMENT - China Pharmaceuticals IncFinancial_Report.xls
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q /A
(Amendment No.1)
 
(Mark One)
 
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2012
or
 
 
o
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: 000-52763

China Pharmaceuticals, Inc.
(Exact name of small business issuer as specified in its charter)
 
Nevada
  
20-2638087
(State or other jurisdiction of incorporation or
organization)
  
(IRS Employer identification No.)
 
24th Floor, Building A, Zhengxin Mansion
No. 5 of 1st Gaoxin Rd, Hi-Tech Development Zone
Xi’an City, People’s Republic of China 710075
 
 
(Address of principal executive offices)
 
 (86) 29-8406-7215
 
(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 issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 x   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.
 
Large accelerated filer ¨
Accelerated filer ¨
   
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller reporting company x
 
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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ¨  No ¨
 
APPLICABLE ONLY TO CORPORATE ISSUERS:
 
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 75,237,972 shares of common stock, $0.001 par value, were outstanding as of August 17, 2012. 
 
 
 
 
 
 
 
 
EXPLANATORY NOTE
 
This Amendment No. 1 to China Pharmaceuticals, Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the period ended June 30, 2012 (“Form 10-Q”), as filed with the Securities and Exchange Commission on August 20, 2012, is being filed solely to furnish Exhibits 101 to the Form 10-Q as required by Rule 405 of Regulation S-T.  Exhibits 101 to this Amendment No. 1 to Form 10-Q furnish the following items in Extensible Business Reporting Language:  (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operation and Comprehensive Income, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Company’s Consolidated Financial Statements.
 
No changes have been made to the Form 10-Q other than the furnishing of Exhibits 101 described above.  This Amendment No. 1 to Form 10-Q does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.
 
Item 6.  Exhibits.
 
(a) Exhibits
Exhibit Number
  
Description
     
2.1
  
Merger Agreement and Plan of Reorganization by and among Allstar Restaurants, Allstar Acquisitions Co., Terry Bowering, and   China Qinba Pharmaceuticals, Inc. and the Controlling Shareholders of China Quinba dated February 12, 2010 (1)
2.2
  
Share Exchange Agreement between Allstar Restaurants and Terry Bowering dated February 12, 2010 (1)
3.1
  
Charter and Articles of Incorporation of Allstar Restaurants. (1)
3.2
  
Amended Articles of Incorporation of Allstar Restaurants  (1)
3.3
  
Amended Articles of Incorporation of Allstar Restaurants (Name Change) (1)
3. 4
  
Articles of Merger of Allstar Restaurants and China Pharmaceuticals, Inc. (5)
3. 5
  
Certificate of Change to the Articles of Incorporation of China Pharmaceuticals, Inc. (3)
3.6
  
Certificate of Change Pursuant to NRS 78.209, filed with the Nevada Secretary of State. (7)
4.1
  
China Pharmaceuticals, Inc. 2011 Incentive Stock Plan (8)
10.1
  
Medical Materials Contract – Xi’an Tianyi Biotechnology Co. Ltd, (1)
10.2
  
Medicine Packaging Material Contract – Shaanxi Daxin Plastics Co. Ltd. (1)
10.3
  
Medicine Materials Contract – Shaanxi Qiangli Technology Co. Ltd. (1)
10.4
  
Employment Agreement with Tao Lei, Chief Financial Officer (1)
10.5
  
Employment Agreement with Gouzhu Wang, Chief Executive Officer (1)
10.6
  
Employment Agreement with Guiping Zhang, President (1)
10.7
  
Warrant Placement Agreement – IFG Investments Services, Inc. (1)
10.8
  
Warrant Placement Agreement – HACG Investor Relations Services Inc. (1)
10.9
  
Warrant Placement Agreement – Dragon Link Investments Ltd. (1)
10.10
  
Consulting Agreement IFG Investment Services, Inc.  January 5, 2010 (1)
10.11
  
Investor Relations Agreement HACG Investor Relations Services Inc. January 27, 2010 (1)
10.12
  
Referral Agreement Dragon Link Investments Ltd. December 17, 2009 (1)
10.13
  
Agreement on Entrustment for Operation and Management (1)
10.14
  
Agreement on Share Pledge (1)
10.15
  
Exclusive Option Agreement (1)
10.16
  
Current Fund Loan Agreement, dated January 20, 2009, by and between Industrial and Commercial Bank of China, Hanzhong Sub-branch, and Xi’an Qinba Pharmaceuticals Co., Ltd.(2)
10.17
  
Current Fund Loan Agreement, dated April 28, 2009, by and between Industrial and Commercial Bank of China, Hanzhong Sub-branch, and Xi’an Qinba Pharmaceuticals Co., Ltd.(2)
10.18
  
Mortgage & Guarantee & Borrowing Contract, dated April 28, 2007, and extension agreement dated April 6, 2009, by and between Rural Cooperative Bank of Xixiang, Shaanxi, and Xi’an Qinba Pharmaceuticals Co., Ltd. (2)
10.19
  
Mortgage & Guarantee & Borrowing Contract, dated July 9, 2008, by and between Rural Cooperative Bank of Xixiang, Shaanxi, and Xi’an Qinba Pharmaceuticals Co., Ltd.(2)
10.20
  
Factoring Agreement, dated April 28, 2009, by and between Industrial and Commercial Bank of China, Hanzhong Sub-branch, and Xi’an Qinba Pharmaceuticals Co., Ltd.(2)
10.21
  
Shareholder Voting Proxy Agreement (4)
10.22
  
The Consulting Agreement between ValueRich Inc. and Xi’an Qin Ba Pharmacy Co Ltd. ( 6)
10.23
  
The Letter Agreement, dated January 19, 2010, by and between the Company and Michael Segal.(4)
10.24
  
Standard Master Supplier Contract (9)
10.25
  
Factory Workshop and Electrical Renovation Project Contract, dated November 29, 2011, between Xi’an Qinba Pharmaceuticals, Inc. and Shaanxi Zi’an Property Development Limited Company (9)
10.26
  
Technical Service Contract of Chongloukegandiwan, dated December 2, 2010, between Xi’an Qinba Pharmaceuticals, Inc. and Xi’an Keli Pharmaceutical Co., Ltd., as amended by Supplemental Agreements dated December 3, 2010 and June 30, 2011. (9)
10.27
  
Technical Service Contract of Tangningziyabitusipian, dated November 30, 2010, between Xi’an Qinba Pharmaceuticals, Inc. and Xi’an Keli Pharmaceutical Co., Ltd., as amended by Supplemental Agreements dated December 3, 2010 and June 30, 2011. (9)
10.28
  
Supplemental Agreement of Technical Service Contract of Chongloukegandiwan and Tangningziyabitusipian, dated April 23, 2012, by and between Xi'an Qinba Pharmaceuticals Co., Ltd. and Xi'an Keli Pharmaceutical Co., Ltd. (9)
31.1
  
Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.*
31.2
  
Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.*
32.1
  
Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002.*
32.2
  
 Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002.*
101.INS
  
XBRL Instance Document.**
101.SCH
  
XBRL Taxonomy Extension Schema Document.**
101.CAL
  
XBRL Taxonomy Calculation Linkbase Document.**
101.PRE
  
XBRL Taxonomy Presentation Linkbase Document.**
101.LAB
  
XBRL Taxonomy Label Linkbase Document.**
101.DEF
  
XBRL Taxonomy Extension Definition Linkbase Document.**
 
(1)
 
Incorporated by reference to the exhibit to our Current Report on Form 8-K filed with the SEC on February 19, 2010.
(2)
Incorporated by reference to the exhibit to our Annual Report on Form 10-K filed with the SEC on April 15, 2010
(3)
Incorporated by reference to the exhibit to our Current Report on Form 8-K filed with the SEC on September 17, 2010.
(4)
Incorporated by reference to the exhibit to our Annual Report on Form 10-K for the fiscal year ended December, 31, 2010, filed with the SEC on April 15, 2011.
(5)
Incorporated by reference to the exhibit to our Current Report on Form 8-K filed with the SEC on April 1, 2010.
(6)
The Consulting Agreement between ValueRich Inc. and Xi’an Qin Ba Pharmacy Co Ltd. was initially filed with the SEC as Exhibit 10.18 to Amendment No. 1 to Form S-1 of China Qinba Pharmaceuticals, Inc. on June 18, 2009, but a complete copy of the agreement was filed with our Annual Report on Form 10-K/A on September 1, 2011 and is incorporated herein by reference.
(7)
Incorporated herein by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on June 24, 2011.
(8)
Incorporated herein by reference to Exhibit 4.1 to our Registration Statement on Form S-8 filed with the SEC on May 10, 2011.
(9)
Incorporated herein by reference to exhibits to our Annual Report on Form 10-K filed with the SEC on May 7, 2012.

* The exhibits attached to this Form 10-Q /A shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
 
** Attached as Exhibits 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 formatted in XBRL (eXtensible Business Reporting Language):  (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operation and Comprehensive Income, (iii) the Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements.  The XBRL-related information in Exhibits 101 to this Amendment No. 1 to Quarterly Report on Form 10-Q/A shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections. 


 
 
 
 
SIGNATURES
 
Pursuant to the requirements 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.
 
 
 
China Pharmaceuticals, Inc.
  
     
     
Dated: August 27 , 2012
By:
/s/ Guozhu Wang
  
   
Guozhu Wang
  
   
Chief Executive Officer
  
   
(principal executive officer)
  
       
       
 
By:
/s/ Tao Lei
  
   
Tao Lei
  
   
Chief Financial Officer
  
   
(principal financial and accounting officer)
  
 

China Pharmaceuticals Inc Reports