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 September 30, 2012

 

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: 000-53089

 

CHINA NORTHERN MEDICAL DEVICE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		30-0428006
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employee Identification No.)

 

70 Daxin Road, Daowai District Harbin City, Heilongjiang Province People’s Republic of China		150020
(Address of principal executive offices)		(Zip Code)

 

(+86) 451- 8228-0845

 (Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since the 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 issuer 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 (§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 o

 

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 x  No o

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock: As of November 19, 2012, 3,550,000 shares, par value $0.0001 per share, of our common stock were issued and outstanding.

 

EXPLANATORY NOTE

 

China Northern Medical Device, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Company’s quarterly report on Form 10-Q for the period ended September 30, 2012 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 15, 2012 (the “Original Filing Date”), to revise the following disclosures in Item 1 “Financial Statements” of Part I “Financial Information”:

 

1.

The “Assets “and “Liabilities and Shareholders’ Equity” in Item 1 “Financial Statements” of Part I “Financial Information” have been adjusted to reflect the correct figures as the three months ended September 30, 2012.

 

2.

The “Decrease in Accounts Payable and Accrued Expenses,” “Loans from Shareholders,” “Net Cash Provided by Financing Activities,” “Increase (Decrease) in Cash,” and “Cash at End of Period” in Item 1 “Financial Statements” of Part I “Financial Information” have been adjusted to reflect the correct figures as of the three months ended September 30, 2012 and the Period March 26, 2007 (inception) through September 30, 2012.

 

3.

We have revised the dates in Note 1, Note 3, and Note 5 in Item 1 “Financial Statements” of Part I “Financial Information” to reflect the correct dates as of the date of the Form 10-Q.

 

Although this Amendment supersedes the Original Form 10-Q in its entirety, this Amendment amends and restates only Item 1 of Part I. No other information in the Original Form 10-Q is amended hereby. This Amendment speaks as of the Original Filing Date and does not reflect any events that may have occurred subsequent to the Original Filing Date. In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, as a result of this Amendment, 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 Form 10-Q have been re-executed and re-filed as of the date of this Amendment and are included as exhibits hereto.

CHINA NORTHERN MEDICAL DEVICE, INC.

 

FORM 10-Q

 

September 30, 2012

 

INDEX

 

 

			Page Number
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.		5
PART II - OTHER INFORMATION
Item 6.	Exhibits.		13
SIGNATURES			13

 

 

 

 

 

 

 

 

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Report and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

CERTAIN TERMS USED IN THIS REPORT

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to China Northern Medical Device, Inc. “SEC” refers to the Securities and Exchange Commission.

 

Part I – Financial Information

 

Item 1. Financial Statements.

 

 

CHINA NORTHERN MEDICAL DEVICE, INC.
(A Development Stage Company)
BALANCE SHEETS
								September 30,		December 31,
								2012		2011
								(unaudited)
	ASSETS
	Current Assets:
	Cash and cash equivalents						$	113	$	35
	Total Current Assets							1 13		35
	Total Assets						$	113	$	35
	LIABILITIES AND STOCKHOLDERS' EQUITY
	Current Liabilities:
	Accounts payable and accrued expenses (Note 5)							10,000		17,099
	Loan from a shareholder (Note 6)						$	194,000	$	175,000
	Total Current Liabilities							204,000		192,099
	Stockholders' Equity:
	Preferred stock, par value $0.0001, 5,000,000 shares authorized;
	none issued and outstanding as of							-		-
	September 30, 2012 and December 31, 2011
	Common stock, par value $0.0001, 100,000,000 shares authorized;
	3,550,000 shares issued and outstanding as of
	September 30, 2012 and December 31, 2011							355		355
	Additional paid-in capital							149,645		149,645
	Deficit accumulated during the development stage							(353,887)		(342,064)
	Stockholders' deficiency							(203,887)		(192,064)
	Total Liabilities and Stockholders' Deficiency						$	113	$	35

 

 

 

STATEMENT OF OPERATIONS

												For the Period
												March 26, 2007
				For the Three Months Ended				For the Nine Months Ended				(inception) through
				September 30,				September 30,				September 30,
				2012		2011		2012		2011		2012
				(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
	Revenues
	Sales		$	-	$	-	$	-	$	-	$	-
	Costs of Sales			-		-		-		-		-
	Gross Profit			-		-		-		-		-
	Operating Expenses
	Office rent			1,200		1,200		3,600		3,600		25,600
	Office expenses					2,155		2,103		2,590		14,239
	Consultancy Fees			-		-		-		-		25,000
	Professional fees			2,000		2,000		6,120		6,000		289,267
	Total Operating Expenses			3,200		5,355		11,823		12,190		354,106
	Income (Loss) from Operation			(3,200)		(5,355)		(11,823)		(12,190)		(354,106)
	Other Income (Expenses)
	Interest Income			-		-		-		-		219
	Total Other Income (Expenses)			-		-		-		-		219
	Income (Loss) before Provision for Income Tax			(3,200)		(5,355)		(11,823)		( 12,190)		(353,887)
	Provision for Income Tax			-		-		-		-		-
	Net Income (Loss)		$	(3,200)	$	(5,355)	$	(11,823)	$	( 12,190)	$	(353,887)
	Basic and fully diluted earnings (loss) per share		$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.10)
	Weighted average shares outstanding			3,550,000		3,550,000		3,550,000		3,550,000		3,454,167

 

CHINA NORTHERN MEDICAL DEVICE, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
												For the Period
												March 26, 2007
								For the Three Months Ended				(inception) through
								September 30,				September 30,
								2012		2011		2012
								(unaudited)		(unaudited)		(unaudited)
	Operating Activities
	Net income (loss)						$	(11,823)	$	(12,190)	$	(353,887)
	Adjustments to reconcile net income (loss) to
	net cash provided (used) by operating activities:
	Changes in operating assets and liabilities:
	Decrease (Increase) in prepaid office rent							-		400		-
	Increase (decrease) in accounts payable and accrued expenses							(7,099)		(7,274)		10,000
	Net cash provided (used) by operating activities							(18,922)		(19,064)		(343,887)
	Investing Activities
	Net cash (used) by investing activities							-		-		-
	Financing Activities
	Proceeds from issuance of common stock							-				150,000
	Loans from a shareholder							19,000		19,000		194,000
	Net cash provided (used) by financing activities							19,000		19,000		344,000
	Increase (decrease) in cash							78		(64)		113
	Cash at beginning of period							35		99		-
	Effects of exchange rates on cash							-		-		-
	Cash at end of period						$	113	$	35	$	113
	Supplemental Disclosures of Cash Flow Information:
	Cash paid (received) during year for:
	Interest						$	-	$	-	$	-
	Income taxes						$	-	$	-	$	-

 

                                                        NOTES TO FINANCIAL STATEMENTS

 

Note 1- BASIS OF PRESENTATION

 

The accompanying unaudited financial statements as of September 30,2012 and the three and nine months ended September 30, 2012 and 2011 have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information. They do not include all of the information and footnotes for complete financial statements as required by GAAP. In management's opinion, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for the three and nine months ended September 30,2012 and 2011 presented are not necessarily indicative of the results to be expected for the full year. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the fiscal year ended December 31, 2011.

 

 

Note 2- ORGANIZATION AND BUSINESS BACKGROUND

 

China Northern Medical Device, Inc. ("CNMD" or the "Company") was incorporated on March 26, 2007 under the laws of the State of Nevada. The Company has selected December 31 as its fiscal year ending.

 

The Company has not yet generated revenues from planned principal operations and is considered a development stage company as defined in the Accounting Standards Codification ("ASC") 915, "Development Stage Entities", issued by the Financial Accounting Standards Board ("FASB") . The Company plans on becoming involved in the business of marketing medical devices and providing consulting services to medical device manufactures in the People's Republic of China ("PRC") and North America. There is no assurance, however, that the Company will achieve its objectives or goals.

 

 

Note 3- GOING CONCERN

 

The Company incurred net losses of $11,823 for the nine months ended September 30, 2012, and $23,398 for the year ended December 31, 2011.

 

In addition, the Company had a working capital deficiency of $203,887 and a stockholders' deficiency of $203,887 at September 30, 2012. These factors raise substantial doubt about the Company's ability to continue as a going concern.

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from the inability to generate cash flow from operations or to raise capital from external sources would force the Company to substantially curtail or cease operations and would, therefore, have a material adverse effect on its business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company's existing stockholders.

 

 

The accompanying financial statements do not include any adjustments related to the recoverability or classification of asset-carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

 

 

During the period March 26, 2007 (inception) through September 30, 2012, the Company relied heavily for its financing needs on its CEO/director, Mr. Wu, Jinzhao, as more fully disclosed in Note 7.

 

Note 4- CONTROL BY PRINCIPAL STOCKHOLDER/OFFICER

 

The chief executive officer owns beneficially and in the aggregate, the majority of the voting power of the Company. Accordingly, the chief executive officer has the ability to control the approval of most corporate actions, including approving significant expenses, increasing the authorized capital stock and the dissolution, merger or sale of the Company's assets.

 

 

Note 5- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and are presented in U.S. dollars.

 

Subsequent Events

 

The Company evaluated subsequent events through the date of the issuance of these financial statements. We are not aware of any significant events that occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on our financial statements.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results when ultimately realized could differ from these estimates.

 

 

Cash and Cash Equivalents

 

Cash and cash equivalents include cash on hand, deposits in banks with maturities of three months or less, and all highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less.

 

 

Concentrations of Credit Risk

 

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents. The Company maintains its cash and cash equivalents with high- quality institutions. Deposits held with banks in PRC may not be insured or exceed the amount of insurance provided on such deposits. Generally these deposits may be redeemed upon demand and therefore bear minimal risk.

 

Fair Value of Financial Instruments

 

The carrying value of financial instruments including cash and cash equivalents, receivables, prepaid expenses, accounts payable and accrued expenses, approximates their fair value due to the relatively short-term nature of these instruments.

 

 

Impairment of Long-life Assets

 

Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

 

Revenue Recognition

 

The Company recognizes revenue when the earnings process is complete and persuasive evidence of an arrangement exists. This generally occurs when products are shipped to unaffiliated customer or picked up by unaffiliated customers in the Company's warehouse, both title and the risks and rewards of ownership are transferred or services have been rendered and accepted, the selling price is fixed or determinable, and collectability is reasonably assured.

 

Advertising Costs

 

The Company expenses advertising costs as incurred or the first time the advertising takes place, whichever is earlier, in accordance with the FASB ASC 720-35. Advertising costs were immaterial for the nine months ended September 30, 2012 and 2011, respectively.

 

Research and Development Costs

 

The Company charges research and development costs to expense when incurred in accordance with the FASB ASC 730, “Research and Development”. Research and development costs were immaterial for the nine months ended  September 30, 2012 and 2011, respectively.

 

Related parties

 

For the purposes of these financial statements, parties are considered to be related if one party has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities.

 

Income Taxes

 

The Company accounts for income tax in accordance with FASB ASC 740, "Income Taxes", which requires the asset and liability approach for financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance related to deferred tax assets is recorded when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

 

 

The Company has accumulated deficiency in its operation. Because there is no certainty that we will realize taxable income in the future, we did no record any deferred tax benefit as a result of these losses.

 

Effective January 1, 2007, the Company adopted a new FASB guidance, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The new FASB guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The new FASB guidance also provides guidance on de-recognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition. In accordance with the new FASB guidance, the Company performed a self- assessment and concluded that there were no significant uncertain tax positions requiring recognition in its financial statements.

 

 

The Company accounts for income taxes in interim periods in accordance with FASB ASC 740-270, "Interim Reporting". The Company has determined an estimated annual effect tax rate. The rate will be revised, if necessary, as of the end of each successive interim period during the Company’s fiscal year to its best current estimate. The estimated annual effective tax rate is applied to the year-to-date ordinary income (or loss) at the end of the interim period.

 

 

Earnings (Loss) Per Share

 

The Company reports earnings per share in accordance with FASB ASC 260, “Earnings Per Share.” FASB ASC 260 requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There are no potentially dilutive securities outstanding (options and warrants) for the nine months ended September 30, 2012 and 2011, respectively.

Comprehensive Income

 

FASB ASC 220, “Comprehensive Income", establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources.

 

                   Segment Reporting

 

FASB ASC 820 “ Segments Reporting ” establishes standards for reporting information about operating segments on a basis consistent with the Company ’ s internal organization structure as well as information about geographical areas, business segments and major customers in financial statements. The Company currently plans on operating in one principal business segment.

 

                   Fair Value of Measurements

 

Accounting principles generally accepted in the United States define fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

                   Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities

 

Level 2: Input other than quoted market prices that are observable, either directly or indirectly, and reasonably available. Observable inputs reflect the assumptions market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the Company.

 

Level 3:  Unobservable inputs. Unobservable inputs reflect the assumptions that the Company develops based on available information about what market participants would use in valuing the asset or liability.

 

An asset or liability’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Availability of observable inputs can vary and is affected by a variety of factors. The Company uses judgment in determining fair value of assets and liabilities and Level 3 assets and liabilities involve greater judgment than Level 1 and Level 2 assets or liabilities.

 

 

 

Recent Accounting Pronouncements

 

In July 2012, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update No. 2012-02 (“ASU 2011-12”), Testing Indefinite-Lived Intangible Assets for Impairment. Under this standard, entities testing long-lived intangible assets for impairment now have an option of performing a qualitative assessment to determine whether further impairment testing is necessary. If an entity determines, on the basis of qualitative factors, that the fair value of the indefinite-lived intangible asset is more-likely-than-not less than the carrying amount, the existing quantitative impairment test is required. Otherwise, no further impairment testing is required. This ASU is effective beginning January 1, 2013, with early adoption permitted under certain conditions. The adoption of this standard is not expected to have a material impact on the Company’s financial position, results of operations, and cash flows.

 

In December 2011, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update No. 2011-12 (“ASU 2011-12”), Comprehensive Income (Topic 220): Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. ASU 2011-12 defers only those changes in ASU 2011-05 that relate to the presentation of reclassification adjustments out of accumulated other comprehensive income. The provisions of ASU 2011-12 became effective in fiscal years beginning after December 15, 2011. The adoption of ASU 2011-12 did not materially impact on the Company’s financial position, results of operations, and cash flow.

 

 

 

Note 6- ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses consist of the following:

 

                                                                                                                                                             September 30,           December 31,

                                                                                                                                                        2012 (unaudited)              2011

                   Accrued professional fees                                                                                             $ 8,000                  $ 10,580

                   Accrued office rent ------------------------------------------------------------------------                                             3,900

                   Accrued office expenses                                                                                                     2,000                       2,619

               Total accounts payable and accrued expenses                                                           $ 10,000                  $ 17,099

 

Note 7- LOAN FROM A SHAREHOLDER

Loan from a shareholder are loans from a shareholder/CEO, Mr. Wu, Jinzhao, to finance the Company’s operation due to lack of cash resources. These loans are unsecured, non-interest bearing and have no fixed terms of repayment, therefore, deemed payable on demand. Cash flow from this activity is classified as cash flows from financing activity. The total borrowing from Mr. Wu was $175,000 for the period March 26, 2007 (inception) through December 31, 2011, and $19,000 and

$19,000 for the nine months ended September 30, 2012 and 2011, respectively.

 

Note 8- CAPITAL STOCK

 

The Articles of Incorporation authorized the Company to issue 5,000,000 shares of preferred stock with a par value of $0.0001, and 100,000,000 shares of common stock with a par value of $0.0001. No shares of preferred stock have been issued. Upon formation of the Company, 3,000,000 shares of common stock were issued for $40,000.

 

The Company completed a public offering on March 14, 2008. The Company issued 550,000 shares of common stock to 40 PRC citizen shareholders for $110,000. The number of common stocks issued and outstanding immediately after the offering was 3,550,000.

 

Note 9- COMMITMENTS AND CONTINGENCIES

 

The Company faces a number of risks and challenges not typically associated with companies in North America and Western Europe, since its assets exist solely in the PRC, and its revenues are derived from its operations therein. The PRC is a developing country with an early stage market economic system, overshadowed by the state. Its political and economic systems are very different from the more developed countries and are in a state of change. The PRC also faces many social, economic and political challenges that may produce major shocks and instabilities and even crises, in both its domestic arena and in its relationships with other countries, including the United States. Such shocks, instabilities and crises may in turn significantly and negatively affect the Company's performance.

 

 

PART II - OTHER INFORMATION

 

 

Item 6. Exhibits.

 

<

Exhibit Number		Description
31.1		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+		Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Schema
101.CAL*		XBRL Taxonomy Calculation Linkbase
101.DEF*		XBRL Taxonomy Definition Linkbase
101.LAB*		XBRL Taxonomy Label Linkbase
101.PRE*		XBRL Taxonomy Presentation Linkbase

 

* Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not 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, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

+ In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed. 

 

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 NORTHERN MEDICAL DEVICE, INC.
Date: December 11, 2012	By:	/s/  Jinzhao Wu
		Jinzhao Wu
		Chief Executive Officer and Chief Financial Officer
		(Duly Authorized Officer, Principal Executive Officer and Principal Financial Officer)