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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Hubei Minkang Pharmaceutical Ltd (GM) | USOTC:HBMK | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.007 | 0.00 | 01:00:00 |
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Nevada
|
26-24106855
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
55 Ubi Ave. 3, #03-01, Mintwell Building
Singapore
|
408864
|
|
(Address of principal executive offices)
|
(Zip Code)
|
+65-6747-7883
|
Registrant’s telephone number, including area code
|
N/A
|
(Former name, former address and former fiscal year, if changed since last report)
|
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | o | Smaller reporting company | þ |
(Do not check if a smaller reporting company) |
USE OF NAMES | 3 | ||||
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS | 3 | ||||
PART I – FINANCIAL INFORMATION | 4 | ||||
Item 1. |
Financial Statements
|
4 | |||
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
5 | |||
Item 3. |
Quantitative and Qualitative Disclosures About Market Risk.
|
13 | |||
Item 4. |
Controls and Procedures.
|
13 | |||
PART II - OTHER INFORMATION | 14 | ||||
Item 1. |
Legal Proceedings
|
14 | |||
Item 1A. |
Risk Factors
|
14 | |||
Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds
|
14 | |||
Item 3. |
Defaults upon Senior Securities
|
14 | |||
Item 4. |
Mine Safety Disclosures
|
14 | |||
Item 5. |
Other Information
|
14 | |||
Item 6. |
Exhibits
|
15 |
F-2
|
Consolidated Balance Sheets as of September 30, 2012 (unaudited) and December 31, 2011;
|
F-3
|
Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2012 and 2011 (unaudited);
|
F-4
|
Consolidated Statement of Stockholders’ Equity for the interim period ended September 30, 2012 (unaudited);
|
F-5
|
Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011 (unaudited); and
|
F-6
|
Notes to the Consolidated Financial Statements (unaudited).
|
Contents
|
Page(s)
|
|||
Consolidated Balance Sheets at September 30, 2012 (Unaudited) and December 31, 2011
|
F-2 | |||
Consolidated Statements of Income and Comprehensive Income for the Three Months and Nine Months Ended September 30, 2012 and 2011 (Unaudited) | F-3 | |||
Consolidated Statement of Stockholders’ Equity for the Interim Period Ended September 30, 2012 (Unaudited)
|
F-4 | |||
Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011 (Unaudited)
|
F-5 | |||
Notes to the Consolidated Financial Statements (Unaudited)
|
F-6 |
Hubei Minkang Pharmaceutical Ltd.
|
Consolidated Balance Sheets
|
Hubei Minkang Pharmaceutical Ltd.
|
||||||||||||||||||
Consolidated Statements of Operations and Comprehensive Income
|
For the Nine Months
|
For the Three Months
|
For the Nine Months
|
For the Three Months
|
|||||||||||||
Ended
|
Ended
|
Ended
|
Ended
|
|||||||||||||
September 30, 2012
|
September 30, 2012
|
September 30, 2011
|
September 30, 2011
|
|||||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||
Net Revenues
|
$
|
9,126,006
|
$
|
3,339,825
|
$
|
8,305,281
|
$
|
3,181,496
|
||||||||
Cost of Goods Sold
|
4,511,482
|
1,684,026
|
4,253,671
|
1,559,938
|
||||||||||||
Gross Margin
|
4,614,524
|
1,655,799
|
4,051,610
|
1,621,558
|
||||||||||||
Operating Expenses
|
||||||||||||||||
Advertising expenses
|
47,192
|
3,825
|
9,071
|
2,266
|
||||||||||||
Selling expenses
|
1,430,843
|
594,244
|
1,449,980
|
628,409
|
||||||||||||
Professional fees
|
103,341
|
11,956
|
260,436
|
260,436
|
||||||||||||
Research and development
|
35,221
|
5,750
|
31,416
|
20,386
|
||||||||||||
General and administrative expenses
|
2,194,175
|
787,126
|
1,552,153
|
534,888
|
||||||||||||
Total operating expenses
|
3,810,772
|
1,402,901
|
3,303,056
|
1,446,385
|
||||||||||||
Income from Operations
|
803,752
|
252,898
|
748,554
|
175,173
|
||||||||||||
OTHER (INCOME) EXPENSE:
|
||||||||||||||||
Government grants - energy conservation
|
(25,177)
|
(12,645)
|
(2,254)
|
(2,254)
|
||||||||||||
Interest income
|
(15,272)
|
(6,951)
|
(6,064)
|
13,814
|
||||||||||||
Interest expense
|
175,843
|
61,359
|
118,873
|
50,135
|
||||||||||||
Stamp tax on Minkang change of ownership
|
-
|
-
|
504,298
|
504,298
|
||||||||||||
Forgiveness of debt
|
(130,634)
|
(130,634)
|
-
|
-
|
||||||||||||
Other (income) expense
|
5,430
|
12,824
|
14,422
|
19,086
|
||||||||||||
Other (income) expense, net
|
10,190
|
(76,047)
|
629,275
|
585,079
|
||||||||||||
Income (Loss) before Income Tax Provision
|
793,562
|
|
328,945
|
119,279
|
|
(409,906)
|
||||||||||
Income Tax Provision (Benefit)
|
47,123
|
85,742
|
53,466
|
(68,204)
|
||||||||||||
Net Income (Loss)
|
746,439
|
|
243,203
|
65,813
|
|
(341,702)
|
||||||||||
Other Comprehensive Income
|
||||||||||||||||
Foreign currency translation gain (loss)
|
37,964
|
(17,627)
|
269,950
|
93,631
|
||||||||||||
Total other comprehensive income
|
37,964
|
(17,627)
|
269,950
|
93,631
|
||||||||||||
Comprehensive Income (Loss)
|
$
|
784,403
|
$
|
225,576
|
$
|
335,763
|
$
|
(248,071)
|
||||||||
Net Income (Loss) Per Common Share - Basic and Diluted
|
$
|
0.02
|
$
|
0.01
|
$
|
0.00
|
$
|
(0.01)
|
||||||||
Weighted average common shares outstanding: - basic and diluted |
43,616,373
|
44,177,439
|
33,816,011
|
34,444,215
|
Hubei Minkang Pharmaceutical Ltd.
|
||||||||||||||||||||
Consolidated Statement of Stockholders' Equity
|
||||||||||||||||||||
For the Interim Period Ended September 30, 2012
|
||||||||||||||||||||
(Unaudited)
|
Common Stock, $0.001 Par Value
|
Additional
|
Accumulated Other
Comprehensive Income
|
Total
|
|||||||||||||||||||||
Number of
|
Paid-in
|
Retained
|
Foreign Currency
|
Stockholders'
|
||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Earnings
|
Translation Gain
|
Equity
|
|||||||||||||||||||
Balance, December 31, 2010
|
33,500,000 | $ | 33,500 | $ | 3,586,500 | $ | 2,958,645 | $ | 999,287 | $ | 7,577,932 | |||||||||||||
Reverse acqusition adjustment
|
9,547,169 | 9,547 | (147,020 | ) | (137,473 | ) | ||||||||||||||||||
Comprehensive income
|
||||||||||||||||||||||||
Net loss
|
(214,045 | ) | (214,045 | ) | ||||||||||||||||||||
Other comprehensive income
|
||||||||||||||||||||||||
Foreign currency translation gain
|
303,553 | 303,553 | ||||||||||||||||||||||
Total comprehensive income
|
89,508 | |||||||||||||||||||||||
Balance, December 31, 2011
|
43,047,169 | 43,047 | 3,439,480 | 2,744,600 | 1,302,840 | 7,529,967 | ||||||||||||||||||
Issuance of common shares for cash
at $0.70 per share
|
1,130,270 | 1,130 | 790,059 | 791,189 | ||||||||||||||||||||
Comprehensive income
|
||||||||||||||||||||||||
Net income
|
746,439 | 746,439 | ||||||||||||||||||||||
Other comprehensive income
|
||||||||||||||||||||||||
Foreign currency translation gain
|
37,964 | 37,964 | ||||||||||||||||||||||
Total comprehensive income
|
784,403 | |||||||||||||||||||||||
Balance, Septmber 30, 2012
|
44,177,439 | $ | 44,177 | $ | 4,229,539 | $ | 3,491,039 | $ | 1,340,804 | $ | 9,105,559 |
Hubei Minkang Pharmaceutical Ltd.
|
|||||||||||||||||||||
Consolidated Statements of Cash Flows
|
For the Nine Months
|
For the Nine Months
|
|||||||
Ended
|
Ended
|
|||||||
September 30, 2012
|
September 30, 2011
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net income
|
$
|
746,439
|
$
|
65,813
|
||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities | ||||||||
Depreciation expense
|
279,910
|
236,931
|
||||||
Amortization expense - land use rights
|
36,740
|
36,345
|
||||||
Amortization expense - purchased formulae
|
142,721
|
141,188
|
||||||
Changes in operating assets and liabilities:
|
-
|
|||||||
Banker's acceptance notes receivable
|
1,090,614
|
(436,926)
|
||||||
Accounts receivable
|
426,388
|
595,038
|
||||||
Advance on purchases
|
23,626
|
(100,751)
|
||||||
Inventories
|
(946,659)
|
(467,409)
|
||||||
Prepayments and other current assets
|
3,587
|
(51,880)
|
||||||
Accounts payable
|
(128,859)
|
(309,823)
|
||||||
Customer deposits
|
281,354
|
531,394
|
||||||
Taxes payable
|
(201,822)
|
(860,211)
|
||||||
Deferred revenue from government grant
|
(25,143)
|
(2,346)
|
||||||
Accrued expenses and other current liabilities
|
(371,315)
|
(249,557)
|
||||||
Due to related Party
|
67,798
|
-
|
||||||
Net cash provided by (used in) operating activities
|
1,425,379
|
(872,194)
|
||||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Cash acquired from acquisition
|
-
|
558
|
||||||
Release of restricted cash
|
25,143
|
2,346
|
||||||
Purchases of property, plant and equipment
|
(250,513)
|
(38,418)
|
||||||
Net cash used in investing activities
|
(225,370)
|
(35,514)
|
||||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Proceeds from loans payable
|
3,161,306
|
3,127,346
|
||||||
Repayment of loans payable
|
(3,161,306)
|
(875,657)
|
||||||
Amounts received from (repayment made to) stockholders
|
(324,191)
|
(435,048)
|
||||||
Proceeds from (repayment of) working capital advances
|
(790,326)
|
781,836
|
||||||
Proceeds from sale of common stock
|
791,189
|
-
|
||||||
Net cash provided by (used in) financing activities
|
(323,328)
|
2,598,477
|
||||||
Effect of exchange rate changes on cash
|
13,853
|
60,534
|
||||||
Net change in cash
|
890,534
|
1,751,303
|
||||||
Cash at beginning of the period
|
3,104,846
|
1,394,805
|
||||||
Cash at end of the period
|
$
|
3,995,380
|
$
|
3,146,108
|
||||
UPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
|
||||||||
Interest paid
|
$
|
175,843
|
$
|
118,873
|
||||
Income tax paid
|
$
|
261,892
|
$
|
431,793
|
Entity
|
Jurisdiction, Place of Incorporation
|
Attributable
Interest
|
||||
HBMK Pharmaceutical Limited
|
The Territory of the British Virgin Islands
|
100 | % | |||
Hubei Minkang Pharmaceutical Co., Ltd.
|
PRC
|
100 | % |
Level 1
|
Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
|
|
Level 2
|
Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
|
|
Level 3
|
Pricing inputs that are generally observable inputs and not corroborated by market data.
|
September 30,
2012
|
December 31,
2011
|
September 30,
2011
|
December 31,
2010
|
|||||||||||||
Balance sheets
|
6.3265 | 6.3585 | 6.3952 | 6.6118 | ||||||||||||
Statements of income and comprehensive income
|
6.3180 | 6.4640 | 6.6558 |
September 30,
2012
|
December 31,
2011
|
|||||||
Restricted cash – unearned government grant
|
$
|
445,233
|
$
|
468,009
|
||||
|
$
|
445,233
|
$
|
468,009
|
September 30,
2012
|
December 31,
2011
|
|||||||
Raw materials
|
$
|
479,192
|
$
|
508,126
|
||||
Packaging materials
|
235,717
|
184,801
|
||||||
Work in process
|
1,015,806
|
727,415
|
||||||
Finished goods
|
1,689,849
|
1,041,112
|
||||||
|
$
|
3,420,564
|
$
|
2,461,454
|
Estimated Useful Life (Years)
|
September 30,
2012
|
December 31,
2011
|
||||||||||
Buildings and leasehold improvements (i)
|
20 | $ | 3,680,027 | $ | 3,656,766 | |||||||
Construction in progress (ii)
|
121,051 | 180,920 | ||||||||||
Machinery and equipment
|
7 | 1,871,172 | 1,564,822 | |||||||||
Vehicles
|
5 | 175,856 | 174,971 | |||||||||
Office equipment
|
5-8 | 120,720 | 113,513 | |||||||||
5,968,826 | 5,690,992 | |||||||||||
Less accumulated depreciation (iii)
|
(1,227,207 | ) | (943,987 | ) | ||||||||
$ | 4,741,619 | $ | 4,747,005 |
September 30,
2012
|
December 31,
2011
|
|||||||
Land use rights
|
$
|
2,449,332
|
$
|
2,437,006
|
||||
Accumulated amortization
|
(379,647
|
)
|
(341,181
|
)
|
||||
$
|
2,069,685
|
$
|
2,095,825
|
September 30, 2012
|
December 31, 2011
|
|||||||
Purchased formulae
|
$
|
1,902,948
|
$
|
1,893,371
|
||||
Accumulated amortization
|
(1,474,785
|
)
|
(1,325,360
|
)
|
||||
$
|
428,163
|
$
|
568,011
|
September 30,
2012
|
December 31,
2011
|
|||||||
Loan payable of RMB10,000,000 from Bank of Communications Limited, Yichang City Branch, collateralized by certain of Minkang’s buildings and land use rights, with interest at 110% of the bank’s benchmark rate, payable monthly, with principal due May 5, 2012 which was repaid in full on May 7, 2012.
|
$
|
-
|
$
|
1,572,698
|
||||
Loan payable of RMB5,000,000 to Hubei Bank Corporation Limited, collateralized by certain of the Company’s buildings and land use rights, with interest at 110% of the bank’s benchmark payable monthly, with principal due and repaid in full on January 11, 2012.
|
-
|
786,349
|
||||||
Loan payable of RMB5,000,000 to Hubei Bank Corporation Limited, collateralized by certain of the Company’s buildings and land use rights, with interest at 110% of the bank’s benchmark payable monthly, with principal due on January 11, 2013.
|
790,326
|
-
|
||||||
Loan payable of RMB5,000,000 to Hubei Bank Corporation Limited, collateralized by certain of the Company’s buildings and land use rights, with interest at 110% of the bank’s benchmark payable monthly, with principal due April 7, 2012 which was repaid in full on April 1, 2012.
|
-
|
786,349
|
||||||
Loan payable of RMB5,000,000 to Hubei Bank Corporation Limited, collateralized by certain of the Company’s buildings and land use rights, with interest at 110% of the bank’s benchmark payable monthly, with principal due on April 5, 2013.
|
790,326
|
-
|
||||||
Loan payable of RMB10,000,000 from Bank of Communications Limited, Yichang City Branch, collateralized by certain of Minkang’s buildings and land use rights, with interest at 120% of the bank’s benchmark rate, payable monthly, with principal due May 7, 2013.
|
1,580,654
|
-
|
||||||
$
|
3,161,306
|
$
|
3,145,396
|
Related Parties
|
|
Relationship
|
KOH, SOCK HUA
|
Stockholder of the Company
|
|
LEE, TONG TAI
|
Chief Executive Officer and stockholder of the Company
|
|
KOH, CHEOH NGUAN
|
Stockholder of the Company
|
|
Sensori Holdings (S) Pte Ltd.
|
An entity owned and controlled by significant stockholders of the Company
|
September 30,
2012
|
December 31,
2011
|
|||||||
Advances from stockholders
|
$
|
183,846
|
$
|
505,480
|
||||
$
|
183,846
|
$
|
505,480
|
Earned Government Grants
at
|
Unearned Government Grants
at
|
|||||||||||||||
September 30,
2012
|
September 30,
2011
|
September 30,
2012
|
December 31,
2011
|
|||||||||||||
Pollution prevention projects
|
$ | 25,177 | $ | 2,254 | $ | 445,233 | $ | 468,009 |
Net Sales
for the Interim Period Ended
|
Accounts
Receivable
at
|
|||||||||||||||
September 30,
2012
|
September 30,
2011
|
September 30,
2012
|
December 31,
2011
|
|||||||||||||
Customer #0999
|
69.0 | % | 56.7 | % | - | % | 19.5 | % | ||||||||
Customer #0579
|
7.0 | % | 9.0 | % | 4.8 | % | 6.3 | % | ||||||||
Customer #1162
|
1.0 | % | 5.3 | % | 12.5 | % | 9.0 | % | ||||||||
Customer #1212
|
9.0 | % | 5.7 | % | 19.6 | % | 0.4 | % | ||||||||
86.0 | % | 76.7 | % | 36.9 | % | 35.2 | % |
For the Nine Months Ended
September 30, 2012
|
For the Nine Months Ended
September 30, 2011
|
|||||||
Product # 1
|
68.2 | % | 56.4 | % | ||||
Product # 2
|
12.0 | % | 20.5 | % | ||||
80.2 | % | 76.9 | % |
●
|
focus production on its highest margin products;
|
●
|
continuously improve production facilities and process;
|
●
|
lower production costs while maintaining product quality;
|
●
|
increase direct sales while reducing distribution costs;
|
●
|
acquire control of raw material supply;
|
●
|
develop and acquire new products for manufacture; and
|
●
|
expand distribution throughout China and overseas.
|
Three months ended
September 30,
|
Nine months ended
September 30,
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Net Revenues
|
$ | 3,339,825 | $ | 3,181,496 | $ | 9,126,006 | $ | 8,305,281 | ||||||||
Costs of Goods Sold
|
||||||||||||||||
Cost of Goods Sold
|
1,684,026 | 1,559,938 | 4,511,482 | 4,253,671 | ||||||||||||
Inventory obsolescence adjustments
|
- | - | - | - | ||||||||||||
Cost of Goods Sold
|
1,684,026 | 1,559,938 | 4,511,482 | 4,253,671 | ||||||||||||
Gross Margin
|
1,655,799 | 1,621,558 | 4,614,524 | 4,051,610 | ||||||||||||
Operating Expenses
|
||||||||||||||||
Advertising expenses
|
3,825 | 2,266 | 47,192 | 9,071 | ||||||||||||
Selling expenses
|
594,244 | 628,409 | 1,430,843 | 1,449,980 | ||||||||||||
Professional fees
|
11,956 | 260,436 | 103,341 | 260,436 | ||||||||||||
Research & development
|
5,750 | 20,386 | 35,221 | 31,426 | ||||||||||||
General and administrative expenses
|
787,126 | 534,888 | 2,194,175 | 1,552,153 | ||||||||||||
Total operating expenses
|
1,402,901 | 1,446,385 | 3,810,772 | 3,303,056 | ||||||||||||
Income from Operations before Other (Income) Expense
|
252,898 | 175,173 | 803,752 | 748,554 | ||||||||||||
Other (Income) Expense
|
||||||||||||||||
Government grants – energy conservation
|
(12,645 | ) | (2,254 | ) | (25,177 | ) | (2,254 | ) | ||||||||
Interest income
|
(6,951 | ) | 13,814 | (15,272 | ) | (6,064 | ) | |||||||||
Interest expense
|
61,359 | 50,135 | 175,843 | 118,873 | ||||||||||||
Stamp tax on Minkang change of ownership
|
- | 504,298 | - | 504,298 | ||||||||||||
Gain on settlement of debt
|
(130,634 | ) | - | (130,634 | ) | - | ||||||||||
Other (income) expense
|
12,824 | 19,086 | 5,430 | 14,422 | ||||||||||||
Other (income) expense, net
|
(76,047 | ) | 585,079 | 10,190 | 629,275 | |||||||||||
Income from Operations before Income Tax Provisions
|
328,945 | (409,906 | ) | 793,562 | 119,279 | |||||||||||
Income Tax Provision (Benefit)
|
85,742 | (68,204 | ) | 47,123 | 53,466 | |||||||||||
Net Income
|
243,203 | (341,702 | ) | 746,439 | 65,813 | |||||||||||
Other Comprehensive Income
|
||||||||||||||||
Foreign currency translation gain
|
(17,627 | ) | 93,631 | 37,964 | 269,950 | |||||||||||
Total other comprehensive income
|
(17,627 | ) | 93,631 | 37,964 | 269,950 | |||||||||||
Comprehensive Income
|
225,576 | (248,071 | ) | 784,403 | 335,763 |
September 30,
2012
|
December 31,
2011
|
September 30,
2011
|
December 31,
2010
|
|||||||||||||
Balance sheets
|
6.3265 | 6.3585 | 6.3952 | 6.6118 | ||||||||||||
Statements of income and comprehensive income
|
6.3180 | 6.4640 | 6.6558 |
Name of Stockholder
|
Amount
advanced
|
|||
Koh, Cheoh Nguan
|
$ | 34,577 | ||
Lee, Tong Tai
|
$ | 149,269 | ||
Total:
|
$ | 183,846 |
●
|
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;
|
●
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and
|
●
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.
|
Exhibit Number
|
Description of Exhibit
|
|
2.1
|
Share Exchange Agreement, dated July 8, 2011, among Hubei Minkang Pharmaceutical Ltd., HBMK Pharmaceutical Limited and all the shareholders of HBMK Pharmaceutical Limited. (1)
|
|
3.1
|
Articles of Incorporation (5)
|
|
3.2
|
Bylaws (5)
|
|
3.3
|
Certificate of Change Pursuant to NRS 78.209, filed with the Nevada Secretary of State on September 7, 2007 (5)
|
|
3.4
|
Articles of Merger, filed with the Nevada Secretary of State on September 7, 2007 (5)
|
|
3.5
|
Articles of Merger, filed with the Nevada Secretary of State on May 21, 2008 (5)
|
|
3.6
|
Certificate of Change Pursuant to NRS 78.209, filed with the Nevada Secretary of State on September 29, 2010 (5)
|
|
3.7
|
Articles of Merger, filed with the Nevada Secretary of State on September 29, 2010 (5)
|
|
10.1
|
Extension Agreement, dated August 1, 2011, among Hubei Minkang Pharmaceutical Ltd., HBMK Pharmaceutical Limited and all the shareholders of HBMK Pharmaceutical Limited. (2)
|
|
10.2
|
Extension Agreement #2, dated August 16, 2011, among Hubei Minkang Pharmaceutical Ltd., HBMK Pharmaceutical Limited and all the shareholders of HBMK Pharmaceutical Limited. (3)
|
|
10.3
|
Loan Contract, dated January 20, 2011, among Hubei Minkang Pharmaceutical Co., Ltd. and Yichang Commerce Bank Co., Ltd. for RMB 5,000,000. (4)
|
|
10.4
|
Loan Contract, dated April 8, 2011, among Hubei Minkang Pharmaceutical Co., Ltd. and Yichang Commerce Bank Co., Ltd. for RMB 5,000,000. (4)
|
|
10.5
|
Loan Contract, dated May 5, 2011, among Hubei Minkang Pharmaceutical Co., Ltd. and Bank of Communications Co., Ltd., Yichang Branch, for RMB 10,000,000. (4)
|
|
10.6
|
Maximum Pledge Contract, dated December 23, 2010, among Hubei Minkang Pharmaceutical Co., Ltd. and Yichang Commerce Bank Co., Ltd. (4)
|
|
10.7
|
Maximum Pledge Contract, dated January 13, 2011, among Hubei Minkang Pharmaceutical Co., Ltd. and Bank of Communications Co., Ltd., Yichang Branch. (4)
|
|
10.8
|
Maximum Pledge Contract, dated May 1, 2011, among Hubei Minkang Pharmaceutical Co., Ltd. and Bank of Communications Co., Ltd., Yichang Branch. (4)
|
|
10.9
|
Loan Contract, dated January 11, 2012, among Hubei Minkang Pharmaceutical Co., Ltd. and Hubei Bank Co., Ltd. for RMB 5,000,000. (6)
|
|
10.10
|
Loan Contract, dated April 5, 2012, among Hubei Minkang Pharmaceutical Co., Ltd. and Hubei Bank Co., Ltd. for RMB 5,000,000. (6)
|
|
10.11
|
Loan Contract, dated May 7, 2012, among Hubei Minkang Pharmaceutical Co., Ltd. and Bank of Communications Co., Ltd., Yichang Branch, for RMB 10,000,000. (7)
|
|
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act. *
|
||
Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act. *
|
||
Certification of Chief Executive Officer and Chief Financial officer Under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act. *
|
||
99.1
|
Certificates of Good Manufacturing Practices for Pharmaceutical Products issued by the State Food and Drug Administration to Hubei Minkang PRC. (4)
|
|
99.2
|
List of pharmaceutical product registration certificates received by Hubei Minkang PRC from the Food and Drug Administration Authority. (4)
|
|
99.3
|
List of pharmaceutical product registration certificates that have received re-registration in June 2011. (4)
|
|
99.4
|
List of pharmaceutical product registration certificates that are pending for re-registration. (4)
|
|
99.5
|
Free Sale Certificates obtained by Hubei Minkang PRC from Hubei Food and Drug Administration for the manufacture and free sale of 28 popular TCM products. (4)
|
|
99.6
|
Patent Certificates of Appearance Design for packaging received by Hubei Minkang PRC. (4)
|
|
99.7
|
Notification of Granting Invention Patent, issued on May 19, 2011 having a patent definition of “a formula and Chinese medicine that prevents the reduction of platelet.” (4)
|
|
99.8
|
Notifications of Receipts of Patent Applications received by Hubei Minkang PRC. (4)
|
*
|
Filed herewith.
|
(1)
|
Filed as an Exhibit to the Company’s current report on Form 8-K with the SEC on July 11, 2011, and incorporated by reference herein.
|
(2)
|
Filed as an Exhibit to the Company’s current report on Form 8-K with the SEC on August 9, 2011, and incorporate by reference herein.
|
(3)
|
Filed as an Exhibit to the Company’s current report on Form 8-K with the SEC on August 22, 2011, and incorporated by reference herein.
|
(4)
|
Filed as an Exhibit to the Company’s current report on Form 8-K with the SEC on September 26, 2011, and incorporated by reference herein.
|
(5)
|
Filed as an Exhibit to the Company’s current report on Form 8-K/A with the SEC on December 22, 2011, and incorporated by reference herein.
|
(6)
|
Filed as an Exhibit to the Company’s current report on Form 8-K with the SEC on April 26, 2012, and incorporated by reference herein.
|
(7)
|
Filed as an Exhibit to the Company’s current report on Form 8-K with the SEC on May 15, 2012, and incorporated by reference herein.
|
Date: November 16. 2012 | By: | /s/ Lee Tong Tai | |
Lee Tong Tai
|
|||
President, Chief Executive Officer and a director
|
|||
(Principal Executive Officer)
|
|||
Date: November 16, 2012 | By: | /s/ Loke Hip Meng | |
Loke Hip Meng
|
|||
Chief Financial Officer
|
|||
(Principal Financial Officer and
Principal Accounting Officer)
|
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