Attached files
| file | filename |
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| EX-3.1 - FIRST CHINA PHARMACEUTICAL GROUP, INC. | v185535_ex3-1.htm |
| EX-10.1 - FIRST CHINA PHARMACEUTICAL GROUP, INC. | v185535_ex10-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): May 14,
2010
FIRST
CHINA PHARMACEUTICAL GROUP, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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333-151212
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74-3232809
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(State
or Other
Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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800
Bellevue Way, Suite 400, Bellevue, Washington 98004
(Address
of Principal Executive Office) (Zip Code)
Registrant's
telephone number, including area code: (425)
646-2391
Former
Name or Former Address, if Changed Since Last Report: E-DISPATCH
INC.
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2 below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
1 - Registrant’s Business and Operations
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Item
1.01.
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Entry
into a Material Definitive
Agreement
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On May
14, 2010, First China Pharmaceutical Group, Inc. (the “Company”), formerly known
as E-Dispatch Inc. (see Item 5.03 below regarding the Name Change), entered into
a Letter of Intent (“LOI”) with First China Pharmaceutical Group, Limited, a
Hong Kong company (“FCPG HK”). FCPG HK’s wholly-owned subsidiary, Kun Ming Xin
Yuan Tang Pharmacies Co. Ltd., a company organized under the laws of the
People’s Republic of China (“XYT”) specializes in bulk sales of Chinese patent
drug, antibiotics, bio-chemicals, chemical preparations, biologicals in Yunnan
Province, People’s Republic of China.
Under
certain non-binding terms of the LOI, the parties agree to act towards entering
into a definitive agreement by June 13, 2010 whereby the Company would acquire
all of the issued and outstanding shares of FCPG HK in exchange for the issuance
to the sole stockholder of FCPG HK or his nominees of twenty-five percent (25%)
ownership interest in the Company (on a post-closing basis). Upon
closing of the voluntary share exchange transaction, both FCPG HK and XYT would
become wholly owned subsidiaries of the Company. The closing date for
transaction shall be thirty days from the date FCPG HK completes an audit of its
financial statements as required under U.S. securities laws.
The LOI
further provides that the Company will use best efforts to conduct a financing
of between USD$3,000,000 and $10,000,000 subsequent to the closing of the
transaction and that the definitive agreement would contain customary
representations and warranties, covenants and a number of conditions to
closing.
The
foregoing description of the LOI is only a summary and is qualified in its
entirety by reference to the full text of the LOI, which is attached hereto as
Exhibit 10.1 and is hereby incorporated by reference into this Item
1.01.
Section
5 - Corporate Governance and Management
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Item
5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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Effective
May 14, 2010, the Company amended its Articles of Incorporation to change its
name from “E-Dispatch Inc.” to “First China Pharmaceutical Group, Inc.” (the
“Name Change”).
The full
text of the amendment to the Company’s Articles of Incorporation to give effect
to the Name Change is filed herewith as Exhibit 3.1(a) and incorporated
herein by reference.
Section
8 - Other Events
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Item
8.01.
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Other
Events.
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Symbol
Change
In
connection with the Name Change described in Item 5.03 above, FINRA has assigned
the Company a new stock symbol, “FCPG.” This new symbol took effect
at the open of business on May 14, 2010.
Stock
Split
On May
14, 2010, the Company effected a 25 for 1 forward stock split of all of its
issued and outstanding shares of common stock. Shareholders of the
Company holding certificated shares will be credited the additional shares upon
surrender of their stock certificate to the Company’s transfer
agent.
Section
9 - Financial Statements and Exhibits
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
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Number
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Description
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3.1(a)
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Amendment
to Articles of Incorporation
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10.1
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Letter
of Intent, dated May 14, 2010, by and between First China Pharmaceutical
Group, Inc. and First China Pharmaceutical Group,
Limited
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2
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 hereunto
duly authorized.
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Date: May
17, 2010
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FIRST
CHINA PHARMACEUTICAL GROUP,
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INC.
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By:
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/s/ Roderick Macutay
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Roderick
Macutay
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President,
Treasurer, and
Director
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