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 Tracking 1136 U.S. listed China Stocks and Counting...
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 Hubei Minkang (OTC BB:HBMK)

Wednesday, September 28, 2011
On September 21, 2011 became a public entity via a reverse merger transaction.

Company Snapshot:

A large-scale pharmaceutical company that mainly produces and markets Traditional Chinese Medicines

Industry Snapshot:

Traditional Chinese Medicine (“TCM”) is a comprehensive medical system that originated in China more than 3,000 years ago.

Core concepts are based on the theories of Yin-Yang and the five elements, which are based on the ancient Chinese observing nature's cycles and changes. They held that wood, fire, earth, metal, and water were the basic substances constituting the material world. These five basic substances were considered an indispensable part of daily life. They also noted that the material world is in a constant state of flux due to the dynamic movement and mutual antagonism of yin and yang factors. TCM holds that a person’s health depends on a constant struggle between the opposing forces of yin and yang, or heat and cold, as expressed through the five elements. TCM sees excesses or imbalances in the body as the cause of illness or disease.

TCM uses Chinese herbal medicines to help to restore balance and enable the body to regain health. These medicines comprise a combination of herbs, minerals and animal products, and complement other related therapies such as acupuncture, acupressure, massage and restorative physical exercises, such as T’ai Chi or Qi Qong.

Post Merger Share Calculation
:

  •   8,594,117: Pre reverse merger outstanding shares
  • 33,500,000: Newly issued shares of Common Stock

GeoTeam® best effort calculation of total post reverse merger shares assuming full conversions:  42,094,117

Financial Snapshot: December Year End

2010 vs. 2009

  • Net Income: $2.2 million vs. $800 Thousand   

Three Months 2011 vs 2010

  • Net Income: $269 Thousand vs. $264 Thousand 

Pro Forma Valuation: using  price and new share count

  • Trailing EPS: $0.05
  • Trailing P/E: 5.4

Tuesday, September 27, 2011
Item 2.01 Completion of Acquisition of Assets

On July 8, 2011, we entered into a share exchange agreement with HBMK Pharmaceutical Limited (“HBMK”), a BVI corporation, and all of the shareholders of HBMK (the “Vendors”), which was disclosed in the Company's Form 8-K filed on July 11, 2011.  The closing of the share exchange agreement occurred on September 21, 2011.  Pursuant to the terms of the share exchange agreement, we acquired all of the issued and outstanding shares of capital stock of HBMK from the Vendors in exchange for the issuance of 33,500,000 shares of our common stock to the Vendors on a pro rata basis in accordance with each Vendor’s percentage ownership in HBMK.

As a result of the closing of the share exchange agreement, HBMK has become our direct wholly-owned subsidiary and Hubei Minkang Pharmaceutical Co., Ltd. has become our indirect wholly-owned subsidiary as HBMK is the sole owner of Hubei Minkang Pharmaceutical Co., Ltd., a company organized under the laws of the People’s Republic of China.

The securities of our company issued to the Vendors upon the closing of the share exchange agreement have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state in the United States, and were issued in reliance upon an exemption from registration under the Securities Act of 1933. The securities may not be offered or sold in the United States absent registration under the Securities Act of 1933 or an applicable exemption from such registration requirements.

The foregoing description of the share exchange agreement does not purport to be complete and is qualified in its entirety by reference to the share exchange agreement, which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.

 
We have determined to treat the acquisition of HBMK as a reverse acquisition for accounting purposes and, as such, we have experienced a deemed year end change and will go forward using HBMK’s year end of December 31.  As a result, our next Form 10-Q filing for the three and nine months ended September 30, 2011 and subsequent filings will be based on a December 31 fiscal year end.
 
 

Wednesday, August 10, 2011
Effective August 1, 2011, Hubei Minkang Pharmaceutical Ltd. (the “Company”), HBMK Pharmaceutical Limited (“HBMK”) and all the shareholders of HBMK (the “Vendors”), entered into an Extension Agreement (the “Extension Agreement”) with respect to the Share Exchange Agreement that was entered into between the same parties, dated July 8, 2011 (the “Share Exchange Agreement”) whereby the Company agreed to acquire all of the issued and outstanding shares of capital stock of HBMK from the Vendors in exchange for the issuance of 33,500,000 shares of common stock of the Company to the Vendors on a pro rata basis in accordance with each Vendor’s percentage ownership in HBMK, subject to the satisfaction or waiver of certain conditions precedent as set out in the Share Exchange Agreement. Since the closing date of the Share Exchange Agreement was to occur no later than August 1, 2011, the parties decided to enter into the Extension Agreement so that the latest closing date of the Share Exchange Agreement shall take place on or before August 16, 2011.

Saturday, July 23, 2011

Reverse Merger has still not closed:

On July 8, 2011, we entered into a share exchange agreement with HBMK Pharmaceutical Limited (“HBMK”), a BVI corporation, and all of the shareholders of HBMK (the “Vendors”). Pursuant to the terms of the share exchange agreement, we have agreed to acquire all of the issued and outstanding shares of capital stock of HBMK from the Vendors in exchange for the issuance of 33,500,000 shares of our common stock to the Vendors on a pro rata basis in accordance with each Vendor’s percentage ownership in HBMK, subject to the satisfaction or waiver of certain conditions precedent as set out in the share exchange agreement.


Thursday, October 28, 2010

Effective October 20, 2010, we completed a merger with our subsidiary, Hubei Minkang Pharmaceutical Ltd., a Nevada corporation. As a result, we have changed our name from “Nexgen Petroleum Corp.” to “Hubei Minkang Pharmaceutical Ltd.” We change the name of our company to better reflect the intended direction and business of our company.

In addition, effective October 20, 2010, we effected a one (1) for eight (8) reverse stock split of our authorized, issued and outstanding common stock. As a result, our authorized capital has decreased from 1,350,000,000 shares of common stock with par value of $0.001 per share and 10,000,000 shares of preferred stock with par value of $0.001 per share to 168,750,000 shares of common stock with par value of $0.001 per share and 10,000,000 shares of preferred stock with par value of $0.001 per share, and correspondingly our issued and outstanding capital has decreased from 64,765,941 shares of common stock to 8,095,742 shares of common stock.

We are still awaiting for the release of further details.