Nevada
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000-53401
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98-0588402
|
||
(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
|
c/o
Yantai Bohai Pharmaceuticals Group Co. Ltd.
No.
9 Daxin Road, Zhifu District
Yantai,
Shandong Province, China 264000
|
(Address
of principal executive offices)
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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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))
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1.
|
More
fully disclose and discuss the Company’s valuation of the Notes and the
Warrants;
|
|
2.
|
Account
for the Warrants as a liability and measure the Warrants at fair value
utilizing such revised valuation;
and
|
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3.
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Reverse
its prior treatment of the embedded conversion options contained in the
Notes as derivative instruments as defined in FASB ASC 815-10-15-83 (as
was undertaken in Amendment No. 1) because the Notes do not permit or
require net settlement, there is no market mechanism outside the contracts
that permits net settlement and, as at January 5, 2010 and March 31, 2010,
the shares to be received on conversion of the Notes are not readily
convertible to cash.
|
|
4.
|
Revise
the accounting for the fees incurred by the Company in connection with the
issuance of the Notes and Warrants, to defer such fees and amortize them
over the expected two-year life of the
Notes.
|
Three
Months Ended
March
31, 2010
|
Nine
Months Ended
March
31, 2010
|
|||||||||||||||
As
Previously
Reported
|
As
Restated
|
As
Previously
Reported
|
As
Restated
|
|||||||||||||
Statement
of Income Data:
|
||||||||||||||||
Net
sales
|
$ | 15,092,008 | $ | 15,092,008 | $ | 45,342,480 | $ | 45,342,480 | ||||||||
Cost
of sales
|
2,609,515 | 2,609,515 | 7,475,740 | 7,475,740 | ||||||||||||
Gross
profit
|
12,482,493 | 12,482,493 | 37,866,740 | 37,866,740 | ||||||||||||
Selling,
general and administrative expenses
|
9,465,589 | 9,202,873 | 28,471,469 | 28,208,753 | ||||||||||||
Interest
expense
|
260,574 | 381,700 | 416,882 | 538,008 | ||||||||||||
Operating
income
|
2,756,330 | 2,897,920 | 8,978,389 | 9,119,979 | ||||||||||||
Other
income
|
- | - | 18,864 | 18,864 | ||||||||||||
Finance
and non-operating income (expense)
|
(1,973,702 | ) | 829,773 | (1,995,794 | ) | 807,681 | ||||||||||
Income
before taxes
|
782,628 | 3,727,693 | 7,001,459 | 9,946,524 | ||||||||||||
Income
taxes
|
585,135 | 585,135 | 2,193,931 | 2,193,931 | ||||||||||||
Net
income
|
$ | 197,493 | $ | 3,142,558 | $ | 4,807,528 | $ | 7,752,593 |
Balance Sheet Data: | ||||||||||||||||
March
31, 2010
|
June
30, 2009
|
|||||||||||||||
As
Previously
Reported
|
As
Restated
|
As
Previously
Reported
|
As
Restated
|
|||||||||||||
Current
assets
|
$ | 35,045,737 | $ | 35,045,737 | $ | 28,357,010 | $ | 28,357,010 | ||||||||
Other
non-current assets
|
25,219,222 | 25,219,222 | 25,447,999 | 25,447,999 | ||||||||||||
Deferred
fees on convertible notes
|
- | 1,898,877 | - | - | ||||||||||||
Total
assets
|
60,264,959 | 62,163,836 | 53,805,009 | 53,805,009 | ||||||||||||
Current
liabilities
|
9,240,124 | 8,554,324 | 20,248,229 | 20,248,229 | ||||||||||||
Derivative
liabilities – warrants
|
- | 5,323,640 | - | - | ||||||||||||
Convertible
notes, net
|
11,863,217 | 121,127 | - | - | ||||||||||||
Total
liabilities
|
21,103,341 | 13,999,091 | 20,248.229 | 20,248.229 | ||||||||||||
Stockholders’
Equity
|
||||||||||||||||
Additional
paid-in capital
|
3,378,203 | 9,553,666 | 2,974,520 | 2,974,520 | ||||||||||||
Retained
earnings
|
26,457,519 | 29,402,584 | 22,050,068 | 22,050,068 | ||||||||||||
Accumulated
other comprehensive income
|
499,509 | 382,108 | 490,931 | 490,931 | ||||||||||||
Other
capital accounts
|
8,826,387 | 8,826,387 | 8,041,261 | 8,041,261 | ||||||||||||
Total
stockholders’ equity
|
39,161,618 | 48,164,745 | 33,556,780 | 33,556,780 | ||||||||||||
Total
liabilities and stockholders’ equity
|
$ | 60,264,959 | $ | 62,163,836 | $ | 53,805,009 | $ | 53,805,009 |
Three
Months
Ended
March
31, 2010
|
Nine
Months
Ended
March
31, 2010
|
|||||||
Net
income, as previously reported
|
$ | 197,493 | $ | 4,807,528 | ||||
Adjustments:
|
||||||||
Deferred
fees
|
1,297,041 | 1,297,041 | ||||||
Interest
expense on convertible notes
|
(121,126 | ) | (121,126 | ) | ||||
Change
in warrant liabilities
|
1,769,150 | 1,769,150 | ||||||
Total
net income adjustment
|
2,945,065 | 2,945,065 | ||||||
Net
income, as restated
|
$ | 3,142,558 | $ | 7,752,593 |
March
31, 2010
|
June
30, 2009
|
|||||||
Total
assets, as previously reported
|
$ | 60,264,959 | $ | 53,805,009 | ||||
Deferred
fees on convertible notes, as restated
|
1,898,877 | — | ||||||
Total
assets, as restated
|
62,163,836 | 53,805,009 | ||||||
Total
liabilities, as previously reported
|
21,103,341 | 20,248,229 | ||||||
Adjustments:
|
||||||||
Convertible
notes
|
(11,742,090 | ) | — | |||||
Warrant
liabilities, reclassified
|
685,800 | — | ||||||
Warrant
liabilities, restated
|
4,637,840 | — | ||||||
Total
liabilities adjustment
|
(7,104,250
|
) | — | |||||
Total
liabilities, as restated
|
13,999,091 | 20,248,229 | ||||||
Shareholders’
equity, as previously reported
|
39,161,618 | 33,556,780 | ||||||
Adjustments: | ||||||||
Accumulated
other comprehensive income
|
(117,401 | ) | — | |||||
Additional
paid-in capital - beneficial conversion feature
|
6,175,463 | — | ||||||
Net
income adjustment
|
2,945,065 | — | ||||||
Net
Shareholders equity adjustment
|
9,003,127 | — | ||||||
Shareholders’
equity, restated
|
$ | 48,164,745 | $ | 33,556,780 |
August
12, 2010
|
Bohai
Pharmaceuticals Group, Inc.
|
|||
By:
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/s/
Hongwei Qu
|
|||
Name:
|
Hongwei
Qu
|
|||
Title:
|
President
and Chief Executive Officer
|