As filed with the Securities and Exchange Commission on July 19, 2006
Registration Number
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHINA AOXING PHARMACEUTICAL COMPANY, INC.
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(Exact name of Registrant as specified in Charter)
Florida 65-0636168
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(State of Incorporat (I.R.S. Employer I.D. Number)
No. 1 Industry District, Xinle City, Hebei Province, China 050700
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(Address of Principal Executive Offices)
2006 STOCK AND STOCK OPTION PLAN
(Full Title of Plan)
JOHN C. LEO
c/o American Union Securities, Inc.
100 Wall Street, 15th Floor
New York, NY 10005
(212) 232-0120 ext. 221
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(Name, Address and Telephone Number of Agent for Service)
Copy to:
ROBERT BRANTL, ESQ.
322 Fourth Street
Brooklyn, NY 11215
(718) 768-6045
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount to Offering Aggregate Amount of
to be to be Price per Offering Registration
Registered Registered (1) Share (2) Price (2) Fee
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Common Stock, 1,000,000 shares $6.00 $6,000,000 $642.00
$0.001 par value
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(1) This Registration Statement also covers an indeterminable number of
additional shares that may be issued as a result of an adjustment in the
shares in the event of a stock split, stock dividend or similar capital
adjustment, as required by the Plan.
(2) The price stated is estimated solely for purposes of calculation of the
registration fee and is the product resulting from multiplying 1,000,000
shares by $6.00, the closing price of shares of the Common Stock on the OTC
Bulletin Board on July 18, 2006.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
China Aoxing Pharmaceutical Company, Inc. is incorporating by
reference the following document previously filed with the Securities and
Exchange Commission:
(a) China Aoxing's Annual Report on Form 10-KSB for the year ended December
31, 2005;
(b) China Aoxing' Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2006;
(c) China Aoxing's Current Report on Form 8-K dated April 18, 2006;
(d) China Aoxing's Current Report on Form 8-K dated June 23, 2006;
(e) China Aoxing's Current Report on Form 8-K dated June 26, 2006;
(f) China Aoxing's Current Report on Form 8-K dated July 6, 2006;
(g) the description of China Aoxing's Common Stock contained in its
Registration Statement on Form 10-SB.
China Aoxing, Inc. is also incorporating by reference all documents
hereafter filed by China Aoxing pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Robert Brantl, Esq., counsel to China Aoxing, has passed upon the
validity of the shares registered pursuant to this Registration Statement.
Mr. Brantl holds no interest in the securities of China Aoxing.
Item 6. Indemnification of Directors and Officers.
Section 607.0850 of the Florida Business Corporation Act authorizes
a corporation to provide indemnification to a director, officer, employee or
agent of the corporation against expenses reasonably incurred by him in
connection with a proceeding to which he or she is a party by reason of the
fact that he or she was or is a director, officer, employee or agent of the
corporation, if such party acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful, except that with
respect to any action which results in a judgment against the person and in
favor of the corporation or with respect to an action in which it is
determined that the person derived an improper personal benefit, the
corporation may not indemnify unless a court determines that the person is
fairly and reasonably entitled to the indemnification. Section 607.0850 of the
Florida Business Corporation Act further provides that indemnification shall
be provided if the party in question is successful on the merits.
The Bylaws of China Aoxing provide that the corporation shall
indemnify its directors and officers to the maximum extent provided by the
Florida Business Corporation Act.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 2006 Stock and Stock Option Plan
5 Opinion of Robert Brantl, Esq.
23.1 Consent of Killman Murrell & Company, P.C.
23.2 Consent of Clyde Bailey P.C.
23.3 Consent of Robert Brantl, Esq. is contained in his opinion, filed
as Exhibit 5.
Item 9. Undertakings.
China Aoxing hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of China Aoxing pursuant to the provisions of the Florida Business
Corporation Act or otherwise, China Aoxing has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by China Aoxing of expenses incurred or
paid by a director, officer or controlling person of China Aoxing in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, China Aoxing will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, China Aoxing
Pharmaceutical Company, Inc. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York and the State
of New York on the 19th day of July, 2006.
CHINA AOXING PHARMACEUTICAL COMPANY, INC.
By:/s/Zhenjiang Yue
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Zhenjiang Yue
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following person in the
capacities indicated on July 19, 2006.
Name Title
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/s/ Zhenjiang Yue President (Chief Executive Officer,
- ---------------------------- Chief Financial Officer, Chief
Zhenjiang Accounting Officer), Director)
/s/ John C. Leo Director
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John C. Leo
INDEX TO EXHIBITS
4.1 2006 Stock and Stock Option Plan
5 Opinion of Robert Brantl, Esq.
23.1 Consent of Killman Murrell & Company, P.C.
23.2 Consent of Clyde Bailey P.C.
23.3 Consent of Robert Brantl, Esq. is contained in his opinion, filed as
Exhibit 5.