China Pharmaceuticals Corporation
5919 - 3rd Street, SE
Calgary, AB T2H 1K3 Canada
Phone: (403) 252-7766 http://www.wilrex.com
Aaron Zhu, PR
SIC Number: 2834
Fiscal Year End: 09-30
Transfer Agent: Computershare Investor Services, LLC
CURRENT BUSINESS INFORMATION: China Pharmaceuticals Corporation is positioned to become a leader in China's fast growing pharmaceutical industry. The company will continue exploring future additional eCommerce opportunities as well as added liquidity events for its stakes in Langara Group, Inc. and Fly.com, Inc.
HISTORICAL BUSINESS INFORMATION: The Company was incorporated under the laws of the State of Colorado on June 17, 1996, under the name of Minas Novas Gold.
On February 15, 1999, the Company changed its name to Cool Entertainment, Inc. Prior to its acquisition of Cool Washington, the Company was a holding company with no substantive operations.
As of September 30, 2000, the Company is considered to be in the development stage as the Company has not generated any significant revenues and is continuing to develop its business, and has experienced negative cash flows from operations.
As of November 2000, the Company obtained approval of the shareholders to acquire E-Trend Networks,Inc. The Company will change their name to E-Trend Networks, Incorporated after reorganization.
On February 21, 2001, Cool Entertainment, Inc, a Colorado corporation merged into E-Trend Networks, Inc., its wholly-owned Delaware subsidiary. The Company changed its name to E-Trend Networks, Inc., changed its domicile to Delaware, and effected a 1-for-100 reverse stock split.
Jul 9, 2001 The Company announced that it has merged its MovieSource.com and VHQMusic.com sites into one Entertainment-based super-eStore called EntertainMe.com, America's Entertainment eStore(TM). The new site has a new look and features aggressive pricing on over 45,000 movies on DVD and VHS; 125,000 CDs and all the new games - at one easy to remember branded site. EntertainMe.com is also backed by a newly developed, state-of-the-art eCommerce engine that has been designed to handle increased traffic volumes.
July 16, 2001--The Company, announced the execution of a firm commitment funding agreement with an institutional investor for the purchase of up to $10 million of E-Trend common shares.
Dec 27, 2001 The Company announced that eAngels International (www.eAngels.com ) has agreed to acquire 2,000,000 shares of common stock in the Company from The Game Holdings, Ltd., which on December 26th, 2001, agreed to acquire the stock from VHQ Entertainment, Inc., (TSE: VHQ), the former parent company of the Company. Upon consummation of the investment, eAngels International will hold the stock in its new eAngels Small Cap Equity Fund I and will hold approximately 38.4% of the outstanding stock in the Company.
Dec 28, 2001 VHQ Entertainment Inc. ("VHQ") (TSE: VHQ) (OTCBB: VHQIF) announced that it has agreed to sell its 2,000,000 shares of common stock in the Company, to The Game Holdings, Ltd., a British Virgin Island Corporation. VHQ will continue to have the right to use the the Company e-commerce and back-end fulfillment systems to operate VHQ's retail website, www.VHQ.ca. The completion of the transaction is subject to the satisfaction of certain conditions by The Game Holdings Ltd. It is expected that the transaction will be completed by the end of January 2001.
Jan 2, 2002 The Company announced that it has entered into a definitive agreement to acquire the Media and Internet assets of Wilmington Rexford, Inc., a privately- held strategic venture development company that acquires, finances and manages a diverse portfolio of related businesses. The collective Media and Internet assets will be renamed South Beach Entertainment, Inc., and will be organized and operated as a wholly-owned subsidiary of The Company
Jan 17, 2002 The Company announced that it will change its name to Wilmington Rexford, Inc. Along with the name change, the Company will be focused on venture development, a business model predicated on the acquisition, financing, and management of a diverse portfolio of related businesses. With the expansion of its business model, Wilmington Rexford will segment its holdings into five different operational disciplines. These five operational disciplines include: - media and entertainment; technology; finance; electronic commerce; and real estate. Effective immediately, E-Trend Networks will amend its articles of incorporation to assume the Wilmington Rexford name and apply to the NASD for a new trading symbol. The Company will continue trading under the (OTCBB: ETDN) trading symbol until February 19, 2002, which is the target date for the new trading symbol.
In May 2002 the Company dismissed KPMG LLP as its independent auditors. On 5/1/2002, the board of directors engaged Kaufman, Rossin & Co., P.A. to audit the financial statements for the fiscal year ended September 30, 2002. The audit report of KPMG LLP on the financial statements for the fiscal year ended September 30, 2001 did not contain an adverse opinion or disclaimer of opinion and was not modified as to uncertainty, audit scope, or accounting principles, except for a going concern statement. On May 1, 2002, the board of directors of the Company approved the election of Kaufman, Rossin & Co., P.A. to audit the financial statements for the fiscal year ended September 30, 2002.
On July 10, 2002 the Company and South Beach Entertainment, Inc., a unit of South Beach Partners, a private equity firm based in Miami Beach, FL, jointly announced a transaction in which the Company would contribute its ownership stake in its business-to-business home entertainment distribution subsidiary, Langara Distribution, Inc., to Langara Entertainment, Inc., a new, vertically integrated, Canadian-based entertainment company, which will be jointly controlled by the Company and South Beach Entertainment as founding shareholders. As consideration for the ownership stake in the Langara Entertainment venture, South Beach Entertainment, Inc. contributed certain Interactive and Media assets and arranged an equity and debt financing commitment. The new Canadian Company, Langara Entertainment, Inc., intends to immediately move forward with a public offering prospectus of its shares on both the Canadian TSX-Venture Exchange, and the newly-formed American BBX Exchange, which is slated to launch in 2003. The new company plans to leverage its existing core competencies in its Interactive and business-to-business music wholesale distribution operations, to expand into the areas of new media entertainment, as well as entertainment retail.
On February 26, 2004, the Company announced that it completed its agreement with China Merchants DiChain Investment Holdings Limited to acquire a controlling interest in Zhejiang University Pharmaceutical, Co., Ltd. ("Zheda Pharmacy") a company incorporated in China. The plan of reorganization consists of the spinout dividend of current subsidiary, E-Trend Networks, a 20-old-for-1-new-share reverse, name change and Zheda Pharmacy acquisition. The reorganized company, China Pharmaceuticals Corporation, will be positioned to become a leader in China's fast-growing pharmaceutical industry.
The Company intended to seek the written consent of a majority of stockholders, for the following purposes: (1) change the name of the Company to China Pharmaceuticals Corporation; (2) authorize 30,000,000 additional shares of common stock; and (3) effect a 20:1 reverse stock split.
On February 13, 2004, the Company entered into a complete reorganization plan and acquisition of a Chinese-based company. The terms of this new plan were to provide for full payment of all outstanding Company's debts and allow E-Trend Networks, Inc. to spin off and continue as a separate public company.
Effective March 25, 2004, the Company changed its name from Wilmington Rexford, Inc. to China Pharmaceuticals Corporation and its ticker symbol from WREX to CPCL.