UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

 

SEC File Number: 000-51379

 

CUSIP Number: 169491107

 

(Check one): þ Form 10-K o Form 20-F o Form 11-K ¨ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR

 

  For Period Ended: December 31, 2011  
       
  ¨   Transition Report on Form 10-K   
       
  ¨   Transition Report on Form 20-F   
       
  ¨   Transition Report on Form 11-K   
       
  ¨   Transition Report on Form 10-Q   
       
  ¨   Transition Report on Form N-SAR   

         
  For the Transition Period Ended:    

 

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

 

China Medicine Corporation
Full Name of Registrant
 
N/A
Former Name if Applicable
 
2/F, Guangri Tower, No. 9 Siyounan Road 1st Street
Address of Principal Executive Office (Street and Number)
 
Guangzhou, China 510600
City, State and Zip Code

 

 
 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

      (a)   The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
           
o     (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
           
      (c)  

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

As previously disclosed in the Current Report on Form 8-K filed by China Medicine Corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”) on March 23, 2011, the Company announced that it expects to restate its previously issued financial statements for fiscal years 2008 and 2009, and the quarters within the fiscal years 2008, 2009 and 2010 in order to correct certain accounting and reporting errors that impacted the accuracy of such previously issued financial statements. On July 1, 2011, the Company determined that accounting and reporting errors also occurred in fiscal years 2006 and 2007 in addition to fiscal years 2008, 2009 and the quarterly periods within fiscal year 2010, and such errors materially impacted such financial statements. Thus, as disclosed in the Current Report on Form 8-K filed by the Company with the SEC on July 8, 2011, the Company announced that it also expects to restate its financial statements for fiscal years 2006 and 2007, and the quarters within fiscal years 2006 and 2007 in order to correct certain accounting and reporting errors that impacted the accuracy of such financial statements.

 

The Board of Directors (the “Board”) of the Company, after consultation with and upon recommendation of the management of the Company and its Audit Committee, has concluded that the Company’s previously issued financial statements contained in its Annual Report on Form 10-K for the fiscal years 2006, 2007, 2008 and 2009, and the Quarterly Reports on Form 10-Q for the periods within the fiscal years 2006, 2007, 2008, 2009 and 2010 (collectively, “the previously issued financial statements”) should no longer be relied upon. As disclosed in the Current Report on Form 8-K filed by the Company with the SEC on September 27, 2011, on September 21, 2011, the Company engaged PricewaterhouseCoopers (“PwC”) as the Company’s independent registered public accounting firm, effective as of such date. PwC will audit the previously issued financial statements, as well as the financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended 2010. In conjunction with the annual financial statement audits, PwC will also perform reviews of the Company’s unaudited consolidated quarterly financial information for each of the first three quarters in the years ended December 31, 2006, 2007, 2008, 2009 and 2010.

 

Because of the nature and timing of the review, the Company was unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 with the SEC by March 30, 2012, the prescribed due date. The Company does not expect that such filing will be made within the extension period provided for under Rule 12b-25 of the Securities Exchange Act of 1934, as amended. The delay could not be eliminated without unreasonable effort or expense. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 will be filed as soon as practicable after the Company has completed the restatement process.

 

 
 

 

PART IV — OTHER INFORMATION

 

(1)   Name and telephone number of person to contact in regard to this notification

 

  Senshan Yang, Chief Executive Officer     8620    8739-1718   
   (Name)    (Area Code)    (Telephone Number)  

 

(2)   Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
    Yes o   Noþ 
     
   

Annual Report on Form 10-K for the fiscal year ended December 31, 2010; Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, June 30 and September 30, 2011.

 

(3)   Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
    Yes þ   No o 
     
   

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

    The Company is currently conducting an internal review to determine the degree of material inaccuracy of the previously issued financial statements and the underlying causes.  The Company is currently unable to quantify the extent of the required accounting adjustments pending completion of its internal review. As a result, the Company is unable to estimate the anticipated change in its results of operations for the fiscal year 2011 as compared to those in 2010 as of the date of this notification.

 

 

CHINA MEDICINE CORPORATION
(Name of Registrant as Specified in Charter)

  

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

Date: April 2, 2012  By: /s/ Senshan Yang   
    Name: Senshan Yang     
    Title: Chief Executive Officer