CHINA QINBA PHARMACEUTICALS, INC. FORM S-1/A (Securities Registration Statement) Filed 07/31/09 Telephone 917-596-9881 CIK 0001452777 SIC Code 2834 - Pharmaceutical Preparations Fiscal Year 12/31 http://access.edgar-online.com © Copyright 2010, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. As filed with the United States Securities and Exchange Commission on July 31, 2009 Registration No. 333-156543 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CHINA QINBA PHARMACEUTICALS, INC. (Name of small business issuer in its charter) Delaware 0-51477 33-1218037 (State or other jurisdiction of (primary standard industrial (I.R.S. Employer incorporation or organization) classification code number) Identification No.) 24 th Floor, Building A Zhengxin Mansion, No. 5 of 1 st Gaoxin Road Hi-Tech Development Zone Xi’an City People’s Republic of China 029-82098912-8038 (Address and telephone number of principal executive offices and principal place of business) Chen Xi Huang Wong 21112 64 th Avenue Oakland Gardens, New York 11364 (917) 596-9881 (Name, address and telephone number of agent for service) __________ Copies to: Hank Gracin, Esq. Lehman & Eilen LLP Mission Bay Office Plaza Suite 300 20283 State Road 7 Boca Raton, FL 33498 Tel: (561) 237-0804 Fax: (561) 237-0803 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement. If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 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. Large Accelerated Filer Accelerated Filer Non-Accelerated Filer Smaller Reporting Company If the delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. Proposed Proposed Title Of Each Maximum Maximum Class of Securities Amount To Offering Price Aggregate Amount of To be Registered Be Registered(1) Per Share(2) Offering Price Registration Fee(3) Common stock, par value $0.0001 per share 1,000,000(4) $3.50 $3,500,000 $137.55 Total 1,000,000(4) $3,500,000 $137.55 ——————— (1) In accordance with Rule 416(a), the registrant is also registering hereunder an indeterminate number of shares that may be issued and resold resulting from stock splits, stock dividends or similar transactions. (2) Estimated in accordance with Rule 457 of the Securities Act of 1933 solely for the purpose of computing the amount of the registration fee based on the recent sales of unregistered securities. The common stock is presently not traded on any market and the Registrant makes no representation as to the price at which its common stock may trade. (3) The registration fee is calculated based on $39.30 per $1,000,000. Previously paid. (4) Represents shares of the registrant’s common stock being registered for resale that have been issued or may be issued to the selling stockholders named in this registration statement. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the United States Securities and Exchange Commission, acting pursuant to said section 8(a), may determine. The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the United States Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 31, 2009 PRELIMINARY PROSPECTUS CHINA QINBA PHARMACEUTICALS, INC. 1,000,000 shares of common stock This prospectus relates to the resale of up to 1,000,000 shares of our common stock, $0.0001 par value per share, by certain of our stockholders. These persons, together with their transferees, are referred to throughout this prospectus as “selling stockholders.” We issued all of the shares described above in private placement transactions completed prior to the filing of this registration statement. We are not selling any shares of our common stock in this offering and therefore will not receive any proceeds from this offering. Instead, the shares may be offered and sold from time to time by the selling stockholders and/or their registered representatives at a fixed price of $3.50 until such shares are quoted, if ever, on the OTC Bulletin Board or another exchange or electronic medium and thereafter at prevailing market prices or privately negotiated prices. As a result of such activities, the selling stockholders may be deemed to be underwriters as that term is defined in the federal securities laws. Our common stock does not presently trade on any exchange or electronic medium. We intend to apply to have our common stock listed on the OTC Bulletin Board once this prospectus is declared effective. However, no assurance can be given that our common stock will trade on the OTC Bulletin Board or any other exchange or electronic medium. You should consider carefully the risk factors beginning on page 4 of this prospectus. Neither the United States Securities and Exchange Commission nor any state securities commission has approved of these securities or determined that this prospectus is accurate or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is July _____, 2009 TABLE OF CONTENTS Page Number Prospectus Summary 1 Risk Factors 4 Use Of Proceeds 19 Market For Common Equity And Related Stockholder Matters 19 Determination Of Market Price 19 Securities Authorized For Issuance Under Equity Compensation Plans 19 Management ’s Discussion And Analysis (MD&A) Of Financial Condition And Results Of Operations 20 Forward -Looking Statements 20 Contractual Obligations 25 Our Business 27 Directors And Executive Officers 42 Litigation 42 Certain Relationships And Related Party Transactions 43 Executive Compensation 44 Security Ownership Of Certain Beneficial Owners And Management 46 Selling Stockholders 47 Plan Of Distribution 48 Description Of Securities 50 Experts 50 Legal Matters 51 Indemnification Of Directors And Officers 51 Changes In And Disagreements With Accountants 51 Where You Can Find More I nformation 51 i ABOUT THIS PROSPECTUS You should rely only on the information contained in the prospectus. We have not authorized anyone to provide you with information or to make any representations about us, the selling stockholders, the securities or any matter discussed in this prospectus, other than that contained in the prospectus. If any other information or representation is given or made, such information or representations may not be relied upon as having been authorized by us or any selling stockholder. The selling stockholders are offering to sell and seeking offers to buy shares of our common stock only in jurisdictions where offers and sales are permitted. This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy the securities in any circumstances under which the offer or solicitation is unlawful. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Neither the delivery of this prospectus nor any distribution of securities in accordance with this prospectus shall, under any circumstances, imply that there has been no change in our affairs since the date of this prospectus. The prospectus will be updated and updated prospectuses made available for delivery to the extent required by the federal securities laws. .When used in this prospectus, the terms: • “China Qinba, ” the “Company, ” “ we, ” “ our ” and “us ” refers to China QinBa Pharmaceuticals, Inc., a Delaware corporation. • “Xi ’an Development ” refers to our wholly owned subsidiary Xi ’an Pharmaceuticals Development Co., Ltd., a limited liability company organized under the laws of the PRC. • “Xi’an Pharmaceuticals” refers to our variable interest entity (“VIE”), Xi’an Qinba Pharmaceuticals Co., Ltd., a company organized under the laws of the PRC that has entered into a series of agreements with Xi’an Development that (i) give Xi’an Development control over the board of directors, officers, operations and finances of Xi’an Pharmaceuticals; (ii) permit Xi’an Pharmaceuticals to be treated as a subsidiary of Xi’an Development under the laws of the People’s Republic of China; and (iii) allow us to consolidate its financial statements under GAAP.