Attached files
| file | filename |
|---|---|
| EX-32.1 - CHINA MEDICINE CORP | v205484_ex32-1.htm |
| EX-31.2 - CHINA MEDICINE CORP | v205484_ex31-2.htm |
| EX-32.2 - CHINA MEDICINE CORP | v205484_ex32-2.htm |
| EX-31.1 - CHINA MEDICINE CORP | v205484_ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q/A
(Amendment
No. 1)
(Mark
One)
|
x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
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For the
quarterly period ended September
30, 2010
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934.
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For
the transition period from ____________ to ____________
Commission
File Number 000-51379
CHINA MEDICINE
CORPORATION
(Exact
name of registrant as specified in its charter)
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Nevada
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51-0539830
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(State
or other jurisdiction of
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(IRS
Employer
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|
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incorporation
or organization)
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Identification
No.)
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2/F,
Guangri Tower
No. 9
Siyounan Road, 1st
Street
Yuexiu
District
Guangzhou, China
510600
(Address
of principal executive offices) (Zip Code)
(86-20) 8739-1718 and
(86-20) 8737-8212
(Registrant
's telephone number, including area code)
Indicate
by check mark whether the issuer (1) 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 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 ¨
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.
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Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer ¨
(Do
not check if a smaller reporting company)
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Smaller
reporting company x
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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 CORPORATE ISSUERS:
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date: 23,712,061 shares of common stock, par
value $.0001 per share, were outstanding as of November 10,
2010.
ii
EXPLANATORY
NOTE
The
purpose of this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to China
Medicine Corporation’s (“we” or “our”) quarterly report on Form 10-Q for the
quarterly period ended September 30, 2010, filed with the Securities and
Exchange Commission (the “Commission”) on November 10, 2010 (the “Initial
Filing”), is solely to amend the Initial Filing to correct the number of shares
of our common stock we reported as being repurchased during the quarter ended
September 30, 2010 in the table entitled “Issuer Purchases of Equity Securities”
under Part II, Item 2 of the Initial Filing. The table in the Initial
Filing incorrectly reported that 461,580 shares were repurchases in the quarter
while only 366,656 shares were actually repurchased during such
period. In connection with the filing of this Amendment and pursuant
to the rules of the Commission, our Chief Executive Officer and Chief Financial
Officer have reissued their required certifications presented in Exhibit 31.1,
Exhibit 31.2, Exhibit 32.1 and Exhibit 32.2. The remainder of the Initial Filing
is unchanged and is not reproduced in this Amendment.
This
Amendment speaks as of the initial filing date of the quarterly report, and does
not reflect events that may have occurred subsequent to the initial filing date
and, except for the changes to Part II, Item 2, does not modify or update in any
way the disclosures made in the Initial Filing. Accordingly, this Amendment
should be read in conjunction with the Initial Filing.
iii
TABLE
OF CONTENTS
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Page
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PART II OTHER INFORMATION
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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1
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Item
6.
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Exhibits
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1
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Signatures
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2
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Exhibits/Certifications
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3
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iv
PART
II OTHER INFORMATION
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Item
2.
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Unregistered Sales of
Equity Securities and Use of
Proceeds
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Unregistered Sales of Equity
Securities
On July
15, 2010, we issued 666,667 shares of common stock to OEP CHME Holdings, LLC
upon the conversion of 66,666.7 shares of redeemable convertible preferred
stock. This transaction was exempt from registration pursuant to
Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities
Act”).
On
September 6, 2010, we issued 232,000 shares of common stock to Peak Capital
Advisory Limited as compensation for certain consulting
services. This transaction was exempt from registration pursuant to
Section 4(2) of the Securities Act.
Issuer Purchases of Equity
Securities
The
following table sets forth information regarding shares of our common stock that
we repurchased during the three months ended September 30, 2010:
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(a)
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(b)
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(c)
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(d)
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|||||||||||||
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Period
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Total Number of
Shares Purchased
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Average Price Paid
per Share
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Total Number of Shares
Purchased as Part of
Publicly Announced Plans
of Programs
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Maximum Number (or
Approximate Dollar
Value) of Shares that
May Yet Be Purchased
Under the Plans or
Programs (in
thousands)
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||||||||||||
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July
1 to July 31, 2010
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47,462 | 2.71 | 47,462 | 1,872 | ||||||||||||
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August
1 to August 31, 2010
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236,950 | 2.40 | 236,950 | 1,303 | ||||||||||||
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September
1 to September 30, 2010
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82,244 | 2.25 | 82,244 | 1,117 | ||||||||||||
| 366,656 | 2.41 | 366,656 | 1,117 | |||||||||||||
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(1)
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On
July 9, 2010, we announced that our board of directors had authorized the
repurchase and retirement of up to $2.0 million worth of our common stock
in open market transactions or in privately negotiated
transactions.
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Item
6.
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Exhibits
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The
exhibits required by this item are set forth on the Exhibit Index attached
hereto.
1
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.
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CHINA
MEDICINE CORPORATION
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Date: December
14, 2010
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By:
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/s/
Senshan Yang
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Senshan
Yang
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President
and Chief Executive Officer
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(Principal
Executive Officer)
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Date: December
14, 2010
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By:
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/s/
Henry Chi Fung Ho
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Henry
Chi Fung Ho
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Chief
Financial Officer
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(Principal
Financial Officer and Principal
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Accounting
officer)
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2
Exhibit
Index
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Exhibit
Number
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Exhibit
Title
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31.1
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Certification
of our Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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31.2
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Certification
of our Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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32.1
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Certification
of our Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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32.2
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Certification
of our Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of
2002.
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3