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): July 1, 2011
 
CHINA MEDICINE CORPORATION
(Exact name of registrant as specified in Charter)
 
            Nevada            
 
      000-51379      
 
      51-0539830      
(State of Incorporation)
 
 
(Commission File
Number)
 
(IRS Employer
Identification No.)

2/F, Guangri Tower
No. 9 Siyounan Road 1st Street
Yuexiu District
Guangzhou, China 510600 

(Address of registrant’s principal executive office)
 
(8620) 8739-1718 and (8620) 8737-8212

(Registrant’s telephone number, including area code)
 
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:
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 4.02
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On July 1, 2011, the Board of Directors (the “Board”) of China Medicine Corporation (the “Company”), after consultation with and upon the recommendation of the management of the Company and the Audit Committee of the Board (the “Audit Committee”), concluded that the Company’s previously issued financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal years ended December 31, 2006 and 2007, and the Quarterly Reports on Form 10-Q for the periods within the fiscal years 2006 and 2007 (collectively, “the previously issued financial statements”) should no longer be relied upon.

As previously disclosed in the Company’s Form 8-K filed with the Securities and Exchange Commission on March 23, 2011, in connection with the preparation of the Company’s financial statements for the year ended December 31, 2010, certain accounting and reporting errors were identified with respect to improper activities by certain employees of Guangzhou LifeTech Pharmaceutical Co., Ltd, a wholly-owned subsidiary of  the Company that the Company acquired on October 26, 2009.  The management of the Company and the Audit Committee are conducting concurrent internal reviews with respect to these matters and in the course of such reviews, they observed that similar accounting and reporting errors also took place at Guangzhou Konzern Medicine Co., Ltd. (“Konzern”), another wholly-owned subsidiary of the Company, in relation to the subsidiary’s financial statements for the fiscal years ended December 31, 2008 and 2009.  Consequently, on March 17, 2011, the Board, concluded that the Company’s previously issued financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal years ended December 31, 2008 and 2009, and the Quarterly Reports on Form 10-Q for the periods within the fiscal years 2008, 2009 and 2010 should no longer be relied upon.

On July 1, 2011, during the course of the on-going internal reviews mentioned above, the Board determined that the accounting and reporting errors at Konzern also occurred in fiscal years 2006 and 2007 in addition to fiscal years 2008, 2009 and the quarterly periods in fiscal year 2010, as previously reported, and such errors materially impacted the previously issued financial statements.  The Company currently is not able to and will not be able to quantify the impact of these errors and related accounting adjustments until the completion of its internal reviews but has concluded that the previously issued financial statements should no longer be relied upon. The Company anticipates that at the conclusion of the internal review by the Audit Committee and its legal counsel, with the assistance of Ernst & Young Advisory Services Limited, and the completion of a re-audit of the affected fiscal years, it will have revised financial results and will issue restated financial statements.
 
The Company’s Audit Committee has discussed the matters disclosed in this Item 4.02 with Frazer Frost, LLP, the Company’s  registered public accounting firm.
 
Management is assessing what changes may be necessary in the evaluation of the Company’s internal control over financial reporting and its disclosure controls and procedures and will not reach a final conclusion with respect to these matters until completion of the restatement process.
 
As soon as practicable, in addition to the previously disclosed amendments, the Company expects to file amendments to its Annual Report on Form 10-K for the years ended December 31, 2006 and 2007, and amendments to its Quarterly Reports on Form 10-Q for the periods within the fiscal years 2006 and 2007 reflecting the restated financial statements with respect to the previously issued financial statements.  Given that the review process is still ongoing, the matters discussed herein are preliminary and subject to change.
 
 
 

 
 
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This current report on Form 8-K contains forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause the Company’s results to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including:  statements about the Company’s intention to restate its financial statements and the periods that are expected to be impacted by the restatement of its financial statements and statements regarding its internal control over financial reporting and disclosure controls and procedures. Such forward-looking statements may contain the words "plan," "expect," "believe," "intend," "estimate," "may," and similar words. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995.  Actual results may differ materially from those projected in such statements due to various important factors, including but not limited to the risk that that the Audit Committee and/or independent registered public accounting firm could reach further and different conclusions concerning matters related to its financial statements. The forward-looking statements made in this Form 8-K speak only as of the date of this report, and the Company does not undertake any obligation to update any such statements except as required under the federal securities laws.

 
 

 

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.
 
 
CHINA MEDICINE CORPORATION
 
       
 
By:
/s/ Senshan Yang 
 
 
Name: 
Senshan Yang 
 
 
Title: 
Chief Executive Officer 
 
Date:    July 8, 2011