UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 27TH, 2003
HUBEI PHARMACEUTICAL GROUP, LTD.
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(Exact name of registrant as specified in its charter)
Nevada 0-25553 88-0419476
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State or other jurisdiction of (Commission File I.R.S. employer
incorporation or organization Number) identification number
410 PARK AVENUE, 15TH FLOOR
NEW YORK, NY, USA 10222
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(Address of principal executive offices) Zip Code
Issuer's telephone number (604) 881-2899
ITEM 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT
As noted on an 8-K filed September 4th, 2003 Moen & Company has been retained to
audit the financials of the Registrant as of July 31st, 2003. Within the 8K of
September 4th, it was stated that "the former accountants report for the
financial statements for the past year did not contain an adverse opinion or a
disclaimer of opinion or was qualified or modified as to uncertainty, audit
scope or accounting principles." This is in error as the auditors report for
the year ended January 31st, 2003 filed on form 10-KSB did contain a standard
"Development Stage Activities and Going Concern" clause in the notes to the
financial statements. We understand that this is, in fact, considered a
modification as to uncertainty. We amend this to read "With the exception of a
standard 'going concern' clause the former accountants report for the financial
statements for the past year did not contain an adverse opinion or a disclaimer
of opinion or qualification of modification as to uncertainty, audit scope or
accounting principles."
Within the 8K of September 4th, it was stated that "Moen & Company has been
retained to audit the financials of the Registrant as of July 31st, 2003. The
change of auditor was approved by unanimous consent of the board of directors."
We further clarify that the appointment of Moen and Company was unanimously
approved by the board of directors in a resolution dated June 27th, 2003 and
that the appointment of Moen and Company was not based upon any disagreement
with the prior auditors or discussion with the new auditor regarding the type of
audit opinion that might be rendered. The company has completed the acquisition
of a controlling interest in a Joint Venture previously announced and approved
by the shareholders. Moen and Company have considerable experience at auditing
subsidiaries located in China as well as a staff accountant that has practiced
in China. The board felt that these two factors would help to ensure a timely
audit of the acquisition. It is anticipated that the audited statement for the
subsidiary company will be included in the consolidated statement to be filed
with the quarterly statement for the period ending July 31st, 2003 and that this
will be filed within several days.
Within the 8K of September 4th, it was stated that "It is not anticipated that
the reports of Moen & Company will contain any adverse opinion or disclaimer or
opinion, with the exception of a standard going concern' qualification, if
applicable". While not clear in the filing, the scope of this statement was
intended to be limited to their opinion, as anticipated, with respect to the
audit of the acquisition and specifically not with respect to the year end
filing for the fiscal year to end January 31st, 2004 as it is still a number of
months away. Our anticipation with respect to their opinion is based upon
independent valuations and other due diligence that the management has
confidence in and that will be, in part, the subject of the audit report by Moen
and Company. Moen and Company have further clarified that, in their opinion, in
view of the fact that for the upcoming year the consolidated company would have
working capital and ongoing operations the "going concern" paragraph would be
considered to by unnecessary and that subsequent to their audit they would
expect that the audit report attached to the upcoming year end financial
statements would be a "clean" audit report without any adverse opinion or
disclaimer and so, accordingly, would not contain a "going concern" paragraph.
A copy of their correspondence in this regard is attached hereto and
incorporated herein by this reference.
The registrant has provided Morgan and Company with a copy of this amended
disclosure. A copy of their response is attached hereto and incorporated herein
by this reference as Exhibit 16.
ITEM 5. OTHER EVENTS
PRIVATE PLACEMENT - Within the 8K of September 4th, it was disclosed that On
July 31st, 2003 Hubei Pharmaceutical Group, Ltd. (the "Company") closed on a
private placement of 693,333 units at a price of $0.30 each consisting of one
share of common stock and one warrant to purchase an additional share of common
stock at a price of $0.80 if exercised on or before July 31st, 2004 or at a
price of $1.50 if exercised after July 31st, 2004 and before July 31st, 2005.
Subsequent to that disclosure the company received confirmation of additional
funds of $10,700 from one of the original investors for which confirmation was
not available at the earlier date and against which an additional 35,667 units
will be issued. The company hereby amends the disclosure as follows: In total,
the Company received approximately US$218,700 less approximately US$21,000 in
finder's fees. All investors and recipients of finder's fees were arms length
from the Company at the time of the investment. These are issued in reliance on
exemptions from registration under the Securities Act of 1933, as amended. As a
result, all shares of the Company issued with respect to the private placement
are subject to restrictions on transfer under the applicable provisions of the
securities act and carry a legend reflecting such restrictions.
EXHIBITS:
1. Fax from Moen and Company regarding amended disclosure
16. Letter from former auditors Morgan and Company.
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.
HUBEI PHARMACEUTICAL GROUP, LTD.
/s/ Reid Li
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Reid Li, President
September 29th, 2003
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DATE