Initial Decision Release No. 1354

Administrative Proceeding

File No. 3-18151

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of

Bohai Pharmaceuticals Group 

Inc.

Initial Decision on Default

February 15, 2019

Appearance: David S. Frye for the Division of Enforcement, 

Securities and Exchange Commission

Before: Brenda P. Murray, Chief Administrative Law Judge

On September 5, 2017, the Securities and Exchange Commission issued 

an order instituting proceedings (OIP) pursuant to Section 12(j) of the 

Securities Exchange Act of 1934, alleging that Respondent Bohai 

Pharmaceuticals Group Inc. has securities registered with the Commission 

under Section 12(g) of the Exchange Act and is delinquent in its periodic 

filings. 

A different administrative law judge was originally assigned to this 

proceeding and issued an initial decision of default against Respondent. 

Bohai Pharms. Grp., Initial Decision Release No. 1187, 2017 SEC LEXIS 

3259 (ALJ Oct. 11, 2017). The Commission vacated that decision following 

the Supreme Court’s decision in Lucia v. SEC, 138 S. Ct. 2044 (2018); see 

Pending Admin. Proc., Securities Act of 1933 Release No. 10536, 2018 SEC 

LEXIS 2058, at *2-3 (Aug. 22, 2018). The matter was then reassigned to me 

to provide Respondent with the opportunity for a new hearing. Pending 

Admin. Proc., Admin. Proc. Rulings Release No. 5955, 2018 SEC LEXIS 2264, 

at *2, *4 (ALJ Sept. 12, 2018). Respondent was directed to submit a proposal 

for the conduct of further proceedings. Bohai Pharms. Grp., Admin. Proc. 

Rulings Release No. 6075, 2018 SEC LEXIS 2582 (ALJ Sept. 25, 2018). It did 

not submit one. I have therefore proceeded under the Commission’s 

instruction to not give weight to or otherwise presume the correctness of any 
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prior opinions, orders, or rulings issued by the prior administrative law 

judge. Pending Admin. Proc., 2018 SEC LEXIS 2058, at *4.

Previously, I independently reviewed the evidence submitted by the 

Division and determined that Respondent was served with the OIP on 

September 7, 2017. Admin. Proc. Rulings Release No. 6417, 2018 SEC 

LEXIS 3572 (ALJ Dec. 19, 2018). Respondent did not file an answer. I 

ordered Respondent to show cause by January 4, 2019, why this proceeding 

should not be determined on default. Id. at *2. By order of the Commission, 

the deadline to show cause was extended to February 13, 2019. Pending 

Admin. Proc., Securities Act of 1933 Release No. 10603, 2019 SEC LEXIS 37 

(Jan. 30, 2019).

To date, Respondent has not filed an answer, submitted a proposal for 

the conduct of further proceedings, or responded to the show cause order. 

Respondent is therefore in default for failing to answer, file a proposal 

for the conduct of further proceedings, or otherwise defend the proceeding. 

OIP at 2; 17 C.F.R. §§ 201.155(a)(2), .220(f); Pending Admin. Proc., 2018 SEC 

LEXIS 2058, at *4. Accordingly, I deem the allegations in the OIP to be true

as to Respondent. 17 C.F.R. § 201.155(a).

Findings of Fact

Bohai Pharmaceuticals Group Inc., Central Index Key No. 1443242 and 

ticker symbol BOPH, is a defaulted Nevada corporation located in Yantai, 

Shandong Province, China, with a class of securities registered with the 

Commission pursuant to Exchange Act Section 12(g). The company is 

delinquent in its periodic filings with the Commission, having not filed any 

periodic reports since it filed a Form 10-Q for the period ended September 30, 

2014. As of August 30, 2017, the company’s common stock was quoted on 

OTC Link operated by OTC Markets Group, Inc., had six market makers, and 

was eligible for the “piggyback” exception of Exchange Act Rule 15c2-11(f)(3). 

In addition to its repeated failure to timely file periodic reports, 

Respondent failed to heed a delinquency letter sent to it by the Commission’s 

Division of Corporation Finance requesting compliance with its periodic filing 

obligations or, through its failure to maintain a valid address on file with the 

Commission as required by Commission rules, did not receive such letter.

Conclusions of Law

Exchange Act Section 13(a) and Rules 13a-1 and 13a-13 require issuers 

of securities registered with the Commission pursuant to Exchange Act 

Section 12 to file with the Commission current and accurate information in 
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annual and quarterly reports, even if the registration is voluntary under 

Exchange Act Section 12(g). 17 C.F.R. §§ 240.13a-1, .13a-13. Compliance 

with these reporting requirements is mandatory. America’s Sports Voice, 

Inc., Exchange Act Release No. 55511, 2007 SEC LEXIS 1241, at *12 (Mar. 

22, 2007), recons. denied, Exchange Act Release No. 55867, 2007 SEC LEXIS 

1239 (June 6, 2007). Scienter is not required to establish violations of 

Exchange Act Section 13(a) and rules thereunder. SEC v. McNulty, 137 F.3d 

732, 740-41 (2d Cir. 1998). By failing to timely file required annual and 

quarterly reports, Respondent violated Exchange Act Section 13(a) and Rules 

13a-1 and 13a-13.

Sanction

Under Exchange Act Section 12(j), the Commission is authorized, “as it 

deems necessary or appropriate for the protection of investors,” to revoke the 

registration of a security or suspend the registration for a period not 

exceeding twelve months if it finds, after notice and an opportunity for 

hearing, that the issuer of the security has failed to comply with any 

provision of the Exchange Act or rules thereunder. 15 U.S.C. § 78l(j). In 

determining what sanctions will adequately protect investors, the 

Commission “consider[s], among other things, the seriousness of the issuer’s 

violations, the isolated or recurrent nature of the violations, the degree of 

culpability involved, the extent of the issuer’s efforts to remedy its past 

violations and ensure future compliance, and the credibility of its assurances, 

if any, against further violations.” Gateway Int’l Holdings, Inc., Exchange 

Act Release No. 53907, 2006 SEC LEXIS 1288, at *19-20 (May 31, 2006). 

Respondent’s failures to file required periodic reports are serious because 

they violate a central provision of the Exchange Act. The purpose of periodic 

reporting is “to supply investors with current and accurate financial 

information about an issuer so that they may make sound [investment] 

decisions.” Id. at *26. The reporting requirements are the primary tool that 

Congress “fashioned for the protection of investors from negligent, careless, 

and deliberate misrepresentations” in the sale of securities. Eagletech 

Commc’ns, Inc., Exchange Act Release No. 54095, 2006 SEC LEXIS 1534, at 

*12 (July 5, 2006) (quoting SEC v. Beisinger Indus. Corp., 552 F.2d 15, 18 

(1st Cir. 1977)). The violations are recurrent. Respondent’s most recent 

periodic report was for the period ended September 30, 2014. See Nature’s 

Sunshine Prods., Inc., Exchange Act Release No. 59268, 2009 SEC LEXIS 81, 

at *20 (Jan. 21, 2009); Impax Labs., Inc., Exchange Act Release No. 57864, 

2008 SEC LEXIS 1197, at *25-26 (May 23, 2008). Respondent is culpable 

because it knew, or should have known, of its obligation to file periodic 

reports. See China-Biotics, Inc., Exchange Act Release No. 70800, 2013 SEC 
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LEXIS 3451, at *37 & n.60 (Nov. 4, 2013) (holding that scienter is not 

necessary to establish grounds for revocation); Robert L. Burns, Investment 

Advisers Act of 1940 Release No. 3260, 2011 SEC LEXIS 2722, at *41 n.60 

(Aug. 5, 2011) (stating that the Commission has “repeatedly held that 

ignorance of the securities laws is not a defense to liability thereunder”). By 

not participating in this proceeding, Respondent forfeited an opportunity to 

show it made efforts to remedy its past violations or to offer any assurances 

against further violations.

On these facts, it is necessary and appropriate for the protection of 

investors to revoke the registrations of each class of Respondent’s registered 

securities. 

Order

I ORDER that, pursuant to Section 12(j) of the Securities Exchange Act 

of 1934, the registration of each class of registered securities of Bohai 

Pharmaceuticals Group Inc. is REVOKED.1

This initial decision shall become effective in accordance with and 

subject to the provisions of Rule of Practice 360. 17 C.F.R. § 201.360. 

Pursuant to that Rule, I FURTHER ORDER that, a party may file a petition 

for review of this initial decision within twenty-one days after service of the 

initial decision. 17 C.F.R. § 201.360(b). A party may also file a motion to 

correct a manifest error of fact within ten days of the initial decision, 

pursuant to Rule of Practice 111. 17 C.F.R. § 201.111. If a motion to correct 

a manifest error of fact is filed by a party, then a party shall have twenty-one 

days to file a petition for review from the date of the order resolving such 

motion to correct a manifest error of fact. This initial decision will not 

become final until the Commission enters an order of finality. The 

Commission will enter an order of finality unless a party files a petition for 

review or motion to correct a manifest error of fact or the Commission 

determines on its own initiative to review the initial decision as to a party. If 

any of these events occur, the initial decision shall not become final as to that 

party. 

A respondent has the right to file a motion to set aside a default within a 

reasonable time, stating the reasons for the failure to appear or defend and

 

1 This order applies to all classes of Respondent’s securities registered 

under Section 12 of the Exchange Act, whether or not such securities are 

specifically identified by ticker symbol or otherwise in this initial decision.
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specifying the nature of the proposed defense. 17 C.F.R. § 201.155(b). The 

Commission can set aside a default at any time for good cause. Id. 

_______________________________

Brenda P. Murray

Chief Administrative Law Judge