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Section 13 -- Periodical and Other Reports
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Reports by issuer of security; contents
Every issuer of a security registered pursuant to section 12 shall file with the Commission, in accordance with such rules and regulations as the Commission may prescribe as necessary or appropriate for the proper protection of investors and to insure fair dealing in the security--
such information and documents (and such copies thereof) as the Commission shall require to keep reasonably current the information and documents required to be included in or filed with an application or registration statement filed pursuant to section 12, except that the Commission may not require the filing of any material contract wholly executed before July 1, 1962.
such annual reports (and such copies thereof), certified if required by the rules and regulations of the Commission by independent public accountants, and such quarterly reports (and such copies thereof), as the Commission may prescribe.
Every issuer of a security registered on a national securities exchange shall also file a duplicate original of such information, documents, and reports with the exchange.
Form of report; books, records, and internal accounting; directives
The Commission may prescribe, in regard to reports made pursuant to this title, the form or forms in which the required information shall be set forth, the items or details to be shown in the balance sheet and the earning statement, and the methods to be followed in the preparation of reports, in the appraisal or valuation of assets and liabilities, in the determination of depreciation and depletion, in the differentiation of recurring and nonrecurring income, in the differentiation of investment and operating income, and in the preparation, where the Commission deems it necessary or desirable, of separate and/or consolidated balance sheets or income accounts of any person directly or indirectly controlling or controlled by the issuer, or any person under direct or indirect common control with the issuer; but in the case of the reports of any person whose methods of accounting are prescribed under the provisions of any law of the United States, or any rule or regulation thereunder, the rules and regulations of the Commission with respect to reports shall not be inconsistent with the requirements imposed by such law or rule or regulation in respect of the same subject matter (except that such rules and regulations of the Commission may be inconsistent with such requirements to the extent that the Commission determines that the public interest or the protection of investors so requires).
Every issuer which has a class of securities registered pursuant to section 12 and every issuer which is required to file reports pursuant to section 15(d) shall--
make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer;
devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that--
transactions are executed in accordance with management's general or specific authorization;
transactions are recorded as necessary (I) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (II) to maintain accountability for assets;
access to assets is permitted only in accordance with management's general or specific authorization; and
the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and
Section 10 -- Manipulative and Deceptive Devices
To use or employ, in connection with the purchase or sale of any security registered on a national securities exchange or any security not so registered, or any securities-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act), any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe as necessary or appropriate in the public interest or for the protection of investors.
Section 17 -- Fraudulent Interstate Transactions
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Use of interstate commerce for purpose of fraud or deceit
It shall be unlawful for any person in the offer or sale of any securities or any security-based swap agreement (as defined in section 206B of the Gramm-Leach-Bliley Act [15 USCS § 78c note]) by the use of any means or instruments of transportation or communication in interstate commerce or by use of the mails, directly or indirectly--
to employ any device, scheme, or artifice to defraud, or
to obtain money or property by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or
to engage in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser.
Check out the SEC filing late this afternoon.
It says that the SEC staff "intends to seek authority to institute a....cease and desist proceeding against the Company" related to the Jan. 06 announced investigation. Anybody have any idea what this means? Is this the end of the Company? It doesn't sound good to me.
Did anyone sell into this rise. I thought about it but decided I wasn't going to sell at a loss and my 35,000 shares have a $1.00 cost. Besides for someone to move the share price like this makes me wonder what they know I don't. If AXJ EVER comes out with positive news there is no telling where the s/p will go. If I would have known that the s/p was coming back down I would have flipped a few thousand shares, but if I had sold at .30 we would probably be at $2.00 right now.LOL
That was one heck of a wild ride today - did everyone enjoy themselves?
SHORTING?? I'm beginning to think the shorting theory is the most plausible explanation for the activity today.
Jimmie
Hey, I have no idea why this went up, but I will take it. The float is small enough with very little shorting that someone with a yen can move this back up to a dollar. Do I think it will happen? Who knows? Do I care? Sort of. I am holding my 50K or so shares. I actually bought into the rally this morning with 5K more at twenty cents. I see it went as high as 35 on a few buys. I hope those guys dont get burned. But we all have to agree that this is crazy. We have been investing and are investing in a company that has shared nothing with us to date. Well, Go AXMA, go Madame Wang's vaginal powders and horray for idiots like me and a few others that are willing to throw away money with a slim chance of seeing it in the future. Did I mention that I haveto catch a plane to LV this afternoon where I can at least see the money up close. This just got interesting again. El capitan aka el cabo sin dinero
Does anyone see any Level II on this? About 20 minutes ago, there were only 4 mm's for today, and now it's just blank...but obviolusly still trading.
Shorting doesn't make sence right now amidst a new possible deal in the background that has the shares velued at 1.25
Shorting? Today could be the result of the new deal -- however, the volume really is not indicative of widespread interest in buying.
Another possibility is that the price is being driven up, temporarily, so that those who are buying on the alleged news are actually getting shares from someone who is selling them SHORT. I would not be surprised, in the least, if this proves to be the case.
As always, time will tell.
Jimmie
Must be the alleged new deal.
http://www.sec.gov/Archives/edgar/data/1113643/000112178107000009/axmexhibit99two.htm
Acquisition Restructure & Technology Transfer Agreement
Party A: AXM Pharma (Shenyang), Inc.
Party B: Beijing Yuhuatang Biological Sci-Tech Development Co., Ltd
On the basis of complementing advantages for each other, mutual
benefit and mutual development, Party A and Party B, through friendly
negotiation, reached the following agreement on acquisition restructure
and technology transfer:
1. Both parties confirm that the entire fixed assets and technology value
of Party B is worth RMB 45,000,000 (the actual assessed value is RMB
59,830,000).
2. Party A will furnish 4,500,000 shares of its Parent company-AXM
Pharma (US), Inc. to Party B at the price of $ 1.25 per share by the
integral number of which is equivalent to RMB 45,000,000. Therewith,
Party B is entitled to own the share rights calculated in US dollars
equivalent to RMB 45,000,000 of Party A. Thus, Party B becomes a
wholly owned subsidiary of Party A. Meanwhile, Party A will pay
RMB 1,000,000 in cash to Party B. Party A will own the State Fund
for Technology Innovation obtained by Party B’s application.
3. After acquired by Party A, legal representative and organization
________________________________________
structure of Party B will be defined by the board of directors. Party B is
entitled to arrange for their operation and business according to
circumstances.
4. Party B will transfer all their access of technology to Party A, including
AD, ADD, Testosterone, Testosterone undecanoate, Adriamycin,
Lovastatin,Phytosrterol, Daptomycin, Geldanamycin (the last two is
under development now), as well as Xin-nao-xin (Chinese
Pinyin)whose pre-clinical study has been completed.
Item 1.02
Termination of a Material Definitive Agreement
On January 12, 2007, AXM Pharma, Inc. (the “Company”) announced that its wholly owned subsidiary, AXM Pharma (Shenyang), Inc. ("AXM Shenyang"), had rescinded the Cooperation Agreement between the subsidiary and Liaoning Ming Cheng Medical & Pharmaceutical Co., Ltd. ("Ming Cheng"), pursuant to a release dated December 8, 2006. The parties mutually agreed to rescind the Cooperation Agreement and Equity Interest Transfer Agreement as a result of Ming Cheng’s inability to provide certain historical financial records.
Item 2.01
Completion of Acquisition or Disposition of Assets.
On January 7, 2007, AXM Shengyang entered into an Acquisition Restructure and Technology Transfer Agreement (the "Agreement") with Beijing Yuhuatang Biological Sci-Tech Development Co., Ltd. ("Yuhuatang"). Pursuant to the Agreement, AXM will furnish approximately 4.5 million shares of the Company's common stock and RMB 1 million to Yuhuatang in exchange for all the common stock of Yuhuatang and all of the technology of Yuhuatang. The technology of Yuhuatang was granted innovative funds for Small and Medium Enterprises (SME) from State Science and Technology Ministry. The Company plans to manufacture products based upon these technologies and export them in the near future. As a result of the transaction, Yuhuatang will become a wholly owned subsidiary of AXM Shenyang, and AXM Shenyang will have all the rights to the technology formerly owned by Yuhuatang.
On January 12, 2007, AXM Pharma, Inc. (the "Company") engaged Paritz & Company, P.A. (“Paritz”) as its independent accountant to audit the Company’s financial statements.
I don't want to jinx this by getting all optimistic on two days trading; however, something is up. Maybe the patient will be rewarded in the end. Not holding my breath, but thankful. Glad for all of us for a change that something looks better. el capitan
Very interesting Friday morning...
Anyone aware of significant news that would warrant the (nearly)doubling in price so far?
Jimmie
230K shares traded in the last 45 minutes... Anyone see any news out yet?
I will try to balance out your negativity with some positive reflections of the recent developments.
Madame Wang has convinced Yuhuatang that a 12 cent stock is worth $1.25 -she must have something in the hand to have done this.
Madame Wang came up with 1 Mill RMB to give to Yuhuatang.
"The technology of Yuhuatang was granted innovative funds for Small and Medium Enterprises (SME) from State Science and Technology Ministry" must be something positive if it attracts funding.
The company has new auditors so some sort of filing should be comming.
Sadly its all reading between the lines at this stage but hope this may have eased your mind a bit.
DSD
I agree with what you say. The only longs left on this board are optomists who tend to see their investing glasses half full instead of half empty. Not always the best investment philosophy, but hands down the best way to live life. I know that if I were to meet any of the posters here in the flesh that I would surely like them. I wish the best of luck to all us axj longs. There's no doubt we need it where axj is concerned.
my posts may be too negative for this otherwise hopeful board; i am still aghast that we have all this collective money thrown into a stock from a company that makes no effort to communicate with the shareholders, to issue any press or to even minimally care. This has been true on the slide of the stock from four dollars down to a dime. There were people like Philly who seems like a nice guy although he could have been shorting the stock all the way down, who pumped this thing to death with lots of false enthusiasm. I and checkbook charlie and a few others apparently still left here were stupid enough to keep throwing good money after bad and now we are reading tea leaves trying to divine what may happen next. I dont expect anyone to respond because there is still a delusional fantasy in play and I subscribe to it that everything will turn out all right one day. Good thing I make money at poker, with real stocks like Google and Sears, and at blackjack. Otherwise I would be making myself crazy too waiting for Madame Wang and her famous powders or whatever the hell she sells or doesn't sell.
30% spread on b/a discourages any trading. eom
Good find stiffler Maybe they will actually close the deal. For now its an agreement just as the one just terminated. The new accountant does seem like a positive step as well and not something a scam company would do at this point.
http://www.sec.gov/Archives/edgar/data/1113643/000112178107000009/axmexhibit99two.htm
Acquisition Restructure & Technology Transfer Agreement
Party A: AXM Pharma (Shenyang), Inc.
Party B: Beijing Yuhuatang Biological Sci-Tech Development Co., Ltd
On the basis of complementing advantages for each other, mutual
benefit and mutual development, Party A and Party B, through friendly
negotiation, reached the following agreement on acquisition restructure
and technology transfer:
1. Both parties confirm that the entire fixed assets and technology value
of Party B is worth RMB 45,000,000 (the actual assessed value is RMB
59,830,000).
2. Party A will furnish 4,500,000 shares of its Parent company-AXM
Pharma (US), Inc. to Party B at the price of $ 1.25 per share by the
integral number of which is equivalent to RMB 45,000,000. Therewith,
Party B is entitled to own the share rights calculated in US dollars
equivalent to RMB 45,000,000 of Party A. Thus, Party B becomes a
wholly owned subsidiary of Party A. Meanwhile, Party A will pay
RMB 1,000,000 in cash to Party B. Party A will own the State Fund
for Technology Innovation obtained by Party B’s application.
3. After acquired by Party A, legal representative and organization
________________________________________
structure of Party B will be defined by the board of directors. Party B is
entitled to arrange for their operation and business according to
circumstances.
4. Party B will transfer all their access of technology to Party A, including
AD, ADD, Testosterone, Testosterone undecanoate, Adriamycin,
Lovastatin,Phytosrterol, Daptomycin, Geldanamycin (the last two is
under development now), as well as Xin-nao-xin (Chinese
Pinyin)whose pre-clinical study has been completed.
Item 1.02
Termination of a Material Definitive Agreement
On January 12, 2007, AXM Pharma, Inc. (the “Company”) announced that its wholly owned subsidiary, AXM Pharma (Shenyang), Inc. ("AXM Shenyang"), had rescinded the Cooperation Agreement between the subsidiary and Liaoning Ming Cheng Medical & Pharmaceutical Co., Ltd. ("Ming Cheng"), pursuant to a release dated December 8, 2006. The parties mutually agreed to rescind the Cooperation Agreement and Equity Interest Transfer Agreement as a result of Ming Cheng’s inability to provide certain historical financial records.
Item 2.01
Completion of Acquisition or Disposition of Assets.
On January 7, 2007, AXM Shengyang entered into an Acquisition Restructure and Technology Transfer Agreement (the "Agreement") with Beijing Yuhuatang Biological Sci-Tech Development Co., Ltd. ("Yuhuatang"). Pursuant to the Agreement, AXM will furnish approximately 4.5 million shares of the Company's common stock and RMB 1 million to Yuhuatang in exchange for all the common stock of Yuhuatang and all of the technology of Yuhuatang. The technology of Yuhuatang was granted innovative funds for Small and Medium Enterprises (SME) from State Science and Technology Ministry. The Company plans to manufacture products based upon these technologies and export them in the near future. As a result of the transaction, Yuhuatang will become a wholly owned subsidiary of AXM Shenyang, and AXM Shenyang will have all the rights to the technology formerly owned by Yuhuatang.
On January 12, 2007, AXM Pharma, Inc. (the "Company") engaged Paritz & Company, P.A. (“Paritz”) as its independent accountant to audit the Company’s financial statements.
I see this all as a very good sign
2/3 tax policy in china
For any company like AXM, which is consider as foreign-invested company, there is a 2/3 tax policy in China. From the break-even year, they will be exempted from business income tax in the first two years, and pay tax half in the following three years.
I wish this is the reason why AXM performs so bad -- They don't want to break even until they can make BIG profit.
I agree. While there might, indeed, be a pulse here, most people probably consider this a moribund stock. The next few weeks will tell whether Madame Wang (and her team) are able to breathe life back into it -- and hopefully start to generate some capital investment into the company.
Both of the recent SEC filings, in my opinion, bode very well for the possibility of getting things back on track here. We'll see.
Jimmie
'lasvegascowboy I think if they were making any money to speak of than the insiders would some how leak out enough information to have even a small amount of positive activity on the buying side.
On the positive side, there has not been much selling lately either.
All in all thing may have a pulse.
I agree, They must be making money if they can afford to hire a new auditor.
yes, I see this as a step in the right direction. yet, it has not stimilated any buying probably because of lack of visability. just taking baby steps would be ok with me.
New filing from yesterday guys - meet the new auditors....
On January 12, 2007, AXM Pharma, Inc. (the "Company") engaged Paritz & Company, P.A. (“Paritz”) as its independent accountant to audit the Company’s financial statements.
I see this as a very good sign
DSD
The SEC filing is news.
at least stock has stayed resiliant (sp) in the 10-13 cent range. For a company this mysterioso, someone is holding their shares tightly and not dumping. Guess we have to be thankful for small favors. Wish there were some news, any news. I remember when I was buying this at over 2 dollars thinking it was a great bargain..now I am just glad it stays over a dime. El cabo
I agree time will tell and that no news is good news - however any news would be good. There must be something positive going on if Madam is able to make any deals at all.
DSD
Time will tell whether this new company is worth anything. Remember AXJ really paid 1 million RMB in CASH plus 4.5 million shares of AXJ that is selling in the U.S. at .12 a share not $1.25. So they really only paid 1 million RMB plus $540,000 worth of shares in U.S. dollars. If nothing else this tells us longs that Madam Wang is still wheeling and dealing and she somehow managed to come up with 1 million RMB which I believe is trading around 7 or 8 to the dollar meaning that she raised about $125,000 U.S. in cash. No small amount for a broke company.
one web page tells me that the new acquired company's address is a resident address or it's a room inside a building. i personaly don't think such a company is worth 45,000,000.
another page says that beijing yuhuatang applied $450,000 chinese ruan to do some research on something which can be used to make something like Viagra for man. it's funny.
Let us know anything you can find on the newcompany being taken over by AXJ. Thanks for the DD.
found more info about the new company. the info i provided in the previous post maybe wrong.
what, the acqisition is cancelled because Mingcheng lost their account book. so funny! what a joke!
i don't know anything about the new company. one old (04/2006) news says that the acquired company was going to invest $200,000,000 chinese dollars to establish a company in shandong province.
Good DD stiffler. I read the filing and they payed 4 million shares of axj valued at $1.25 a share plus 1 million RMB-Chinese dollars- for this company and a long list of products that this company has developed plus some kind of grant that this company has received from the Chinese government. This really is good news it means that axj is very much alive. Have to think now about buying more shares - don't know what I want to sell to raise money promised my wife I would put NO new money in penny stocks. Maybe this is that light at the end of the tunnel we all have been looking for.
I think the sec filing could only be good news if true. It would mean that another company values axj at a $1.25 a share and they have to know more about what is happening with axj than we do-which is nothing. As far as Philly is concerned I went back in the posts at this site till I found one of his and clicked on his name which brings up all his posts. He is active posting on other stocks at I-hub but seems to have lost interest in axj. I PM him and asked him to post on our board what he has been up to and tell us if he sold out of axj. So far no answer. I personally miss his upbeat posts.
Correction: I think the corect spelling is Beijing Yuhuatang EOM
A few more basic details>>>
Apparently, the transaction was dated 7 JAN 07, with Beijing Yuhatang as an "Acqisition Restructuring and Technology Transfer Agreement". It supposedly involves a transfer of control of this firm to AXMP in exchange for 4.5M shares of AXMP priced at $1.25 per share.
Additionally, a list of some of the acqired firms products are listed...
The SEC filing date is 16 JAN 07.
Any Thoughts??
Hi Everyone,
I've been holding for quite sometime, also. Please check their website for an SEC filing a few days ago. (axmpharma.com)
They cancelled the last acqisition, and completed a new one with a share swap valued at $1.25 per share...
Where is PHILLY PA?
I would be willing to give away half my shares and any future potential gains for just one ONE O N E tiny piece of PR from the company. I dream of Madame Wong in some of my worst nightmares. This is the most frustrating stock I have ever owned. It is not dead, but it is not breathing either. Hibernation (sp) leaves a bad smell in the cave. Oh I forgot about Ms. Wang's special fragrant vaginal powders/solutions that are supposedly for sale in Chinese drug stores nationwide. They will save this company in the end and certainly improve the quality of the air. El cabo aka el capitan
I haven't done anything since my last buy two weeks ago.
just wondering, did anyone here trade any shares today? tia
No disrespect intended, AXMP, but if you can't get any useful information when you call the company directly, it seems there is, indeed, something to be worried about. It would be great if, big IF, the company owned the factory outright, but that isn't very likely. Last spring when the company was still listed, they announced an interest free grant from the Chinese government -- that was to be secured by personal property of the CEO Madame Wang. It seems if the factory were "free and clear" it would have been used instead.
I believe it would be unwise to advise anyone to purchase shares until the company provides some (much needed) disclosure on their future plans and current status.
My opinion. Welcome back, also. Sounds like a great trip.
Jimmie
no, i don't know.
what's common in china is that they should own the property and the factory.
AXMP Do you know how much do they owe on the property and factory?
where is Tony?
no posts in over 2 and 1/2 months.
Thanks for the interesting post.
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