UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K





x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended March 31, 2011.


or





o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from to  ________ to ___________





Commission File Number: 000-53231.





HUBEI MINKANG PHARMACEUTICAL LTD.


(Exact name of registrant as specified in its charter)





Nevada

26-2410685(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)2808 Cowan Circle

Las Vegas, NV

89107(Address of principal executive offices)

(Zip Code)





866-446-1869


(Registrant’s telephone number, including area code)





Securities registered under Section 12 (b) of the Exchange Act:  None





Securities registered under Section 12 (g) of the Exchange Act:  Common stock, $0.001 par value.





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


o Yes  x No





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.


o Yes  x No





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


x Yes  o No





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


o Yes o No*


*The registrant has not yet been phased into the interactive data requirements.





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.


o




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large accelerated filer
o
Accelerated filer
oNon-accelerated filer
o (Do not check if a smaller reporting com pany)
Smaller reporting company
x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).


o Yes x No





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.  50,265,941 shares (pre reverse split) X $0.20 = $10,053,188





APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS DURING THE PRECEDING FIVE YEARS:





Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.


o Yes o No





(APPLICABLE ONLY TO CORPORATE REGISTRANTS)





Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.





9,547,169 shares of common stock as of June 30, 2011.





DOCUMENTS INCORPORATED BY REFERENCE





List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.




The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).




ii





Table of Contents





USE OF NAMES
ivCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
ivPart I
1Item 1. Business
1Item 1A. Risk Factors
8Item 2. Properties
8Item 3. Legal Proceedings
10Item 4. [Removed and Reserved]
10Part II
10Item 5. Market For Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
10Item 6. Selected Financial Data
12Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
12Item 7A. Quantitative and Qualitative Disclosures About Market Risk
16Item 8. Financial Statements and Supplementary Data
17Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
18Item 9A. Controls and Procedures
18Item 9B. Other Information
18Part III
20Item 10. Directors, Executive Officers, and Corporate Governance
20Item 11. Executive Compensation
22Item 12. Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters
23Item 13. Certain Relationships And Related Transactions, and Director independence
24Item 14. Principal Accountant Fees And Services
24Part IV
25Item 15. Exhibits, Financial Statements
25SIGNATURES
27Exhibit Index
28




iii




USE OF NAMES





In this annual report, the terms “Hubei Minkang,” “Company,” “we,” or “our,” unless the context otherwise requires, mean Hubei Minkang Pharmaceutical Ltd. and its subsidiaries, if any.





CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS





This annual report on Form 10-K and other reports that we file with the SEC contain statements that are considered forward-looking statements.  Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events.  All statements other than statements of current or historical fact contained in this annual report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements.  In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions.  These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially different from those set forth in the forward looking statements.  Any or all of the forward-looking statements in this annual report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements.  The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs.  The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:





·
dependence on key personnel;


·
competitive factors;


·
degree of success of exploration and development programs;


·
the operation of our business; and


·
general economic conditions in the United States.





These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.  In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.  All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this annual report.




iv





PART I





ITEM 1. BUSINESS





Year of Organization and Corporate History





Hubei Minkang Pharmaceutical Ltd. was incorporated in the State of Nevada on April 17, 2006, under the name DGT Corp.  Our shares of common stock were quoted for trading on the Over-the-Counter Bulletin Board (the “OTCBB”) on December 22, 2006, under the symbol “DGTR”.  On September 20, 2007, our Company and its wholly owned subsidiary, Blackrock Petroleum Corp. merged and our name changed to Blackrock Petroleum Corp.  Our trading symbol on the OTCBB was changed to “BRPC”.  On May 21, 2008, we underwent another merger with our wholly owned subsidiary Nexgen Petroleum Corp.  At that time our name was changed to Nexgen Petroleum Corp. and our trading symbol on the OTCBB was changed to “NXPE” effective June 9, 2008.  On October 20, 2010, we merged with our wholly owned subsidiary, Hubei Minkang Pharmaceutical Ltd., and as result of such merger our name changed to Hubei Minkang Pharmaceutical Ltd.  our trading symbol on the OTCBB was changed to “HBMK” effective October 21, 2010.





Effective September 20, 2007, a forward stock split of our authorized, issued and outstanding common stock was undertaken on a fifteen (15) to one (1) basis.  As a result, our authorized capital increased from 90,000,000 shares of common stock with a par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001 to 1,350,000,000 shares of common stock with a par value of $0.001 and 10,000,000 shares of preferred stock with a par value of $0.001.  Our issued and outstanding share capital increased from 9,000,000 shares of common stock to 135,000,000 shares of common stock.





On April 18, 2008, Mr. Hsien Loong Wong, President, CEO and a director of the Company, who held in aggregate 94,500,000 post forward stock split shares of common stock of the Company, voluntarily agreed to surrender for cancellation in aggregate 80,000,000 shares of common stock in order to encourage equity investment into the Company.  The cancellation of these 80,000,000 shares took place on April 18, 2008, resulting in Mr. Wong reducing his share holdings to only 14,500,000 shares registered in his name.





Effective October 20, 2010, a reverse stock split of our authorized, issued and outstanding common stock was undertaken on a one (1) to eight (8) basis.  As a result, our authorized capital decreased from 1,350,000,000 shares of common stock with par value of $0.001 per share and 10,000,000 shares of preferred stock with par value of $0.001 per share to 168,750,000 shares of common stock with par value of $0.001 per share and 10,000,000 shares of preferred stock with par value of $0.001 per share.  Our issued and outstanding capital decreased from 64,765,941 shares of common stock to 8,095,747 shares of common stock.





Our Business





When we operated as DGT Corp., we were in the business of providing professional digital photo editing services for photo studios.  However, we changed our business plan and focused our activities on the oil and gas industry as an exploration stage corporation.  We intended to acquire interests in leases for oil and gas prospects either through farmout arrangements, participation arrangements or the straight acquisition of oil and gas interests, and then drill exploratory and development wells with the help of other industry participants.  We did not operate or intend to operate any properties.  We intended to focus our oil and gas activities in North America as well as other regions.




1





It was our intention that in the projects in which we hold working interests, another party would typically act as the operator of the project.  With respect to the projects that we participated in, we provided the operator with timely funding for our proportionate share of costs as well as with technical input on how best to develop the property.  As a way to keep our overhead down, we engaged the services of consultants who have technical expertise to best represent our interests.





We currently have an interest in an oil and gas property in Morgan County, Tennessee.  Our principal capital expenditures to date have been $2,044,800 to acquire the interests in the oil and gas property in Morgan County, Tennessee.





To date, we have not been as successful as hoped at developing our oil and gas interests in Morgan County, Tennessee.  We have realized that this business may not present the best opportunity for our company to realize value for our shareholders.  As a result, we have actively been seeking to create shareholder value with a more defined business plan.  On October 18, 2010, we entered into a letter of intent (“LOI”) with HBMK Pharmaceutical Limited (“HBMK”), a BVI corporation, whereby HBMK and us intend to complete a purchase agreement (the “Definitive Agreement”), where we agree to acquire 100% of the issued and outstanding shares of capital stock of HBMK (the “HBMK Shares”) in exchange for 28,000,000 shares of our common stock (the “Exchange Shares”), on the terms and subject to the conditions set out in the Definitive Agreement to be entered into between us and HBMK (the “Proposed Transaction”).  HBMK is the sole shareholder of Hubei Minkang Pharmaceutical Co., Ltd., a company organized under the laws of the People’s Republic of China, which is a modern pharmaceutical enterprise that produces and markets Traditional Chinese Medicines in China as well as markets its products to the US, Japan, Canada, Singapore, Malaysia, Thailand and Hong Kong among other countries.





The LOI contains provisions that allow either party to terminate the LOI if the parties fail to enter into a Definitive Agreement on or before November 15, 2010, unless extended by mutual agreement of the parties in writing for a maximum of 14 days per extension.  Since the parties failed to enter into a Definitive Agreement by November 15, 2010, we have entered into multiple extension agreements with HBMK.  The most recent extension agreement contains a deadline of July 9, 2011.





On July 8, 2011, we entered into a share exchange agreement (the “Share Exchange Agreement”) with HBMK Pharmaceutical Limited (“HBMK”), a BVI corporation, and all of the shareholders of HBMK (the “Vendors”).  Pursuant to the terms of the Share Exchange Agreement, we have agreed to acquire all of the issued and outstanding shares of capital stock of HBMK from the Vendors in exchange for the issuance of 33,500,000 shares of our common stock to the Vendors on a pro rata basis in accordance with each Vendor’s percentage ownership in HBMK, subject to the satisfaction or waiver of certain conditions precedent as set out in the Share Exchange Agreement.  At the closing of the Share Exchange Agreement, HBMK will become our wholly owned subsidiary.





In accordance with the Share Exchange Agreement, Mr. Hsien Loong Wong, our current President, CEO, CFO, Secretary and Treasurer and a director, has agreed to resign as the Company’s President, CEO, CFO, Secretary, Treasurer and director and to appoint Mr. Lee Tong Tai as the President, CEO and a director of the Company, Ms. Ang Siew Khim as the Secretary, Treasurer and a director of the Company, Mr. Johnny Lian Tian Yong as a director of the Company and Mr. Loke Hip Meng as the CFO of the Company.  Mr. Lee Tong Tai, Mr. Johnny Lian Tian Yong, and Ms. Ang Siew Khim will become directors of the Company no sooner than 10 days after a Schedule 14f-1 Information Statement has been filed with the Securities and Exchange Commission and transmitted to all holders of record of securities of the Company who would be entitled to vote at a meeting for election of directors.





The securities of our company to be issued to the Vendors upon the closing of the Share Exchange Agreement will not be registered under the Securities Act of 1933, as amended, or under the securities laws of any state in the United States, and will be issued in reliance upon an exemption from registration under the Securities Act of 1933. The securities may not be offered or sold in the United States absent registration under the Securities Act of 1933or an applicable exemption from such registration requirements.




2





The closing of the Share Exchange Agreement is subject to the satisfaction of conditions precedent to closing as set forth in the Share Exchange Agreement, including the following:





1.
no material adverse effect will have occurred with the business or assets of HBMK Pharmaceutical Limited since the effective date of the Share Exchange Agreement;2.
our company, HBMK Pharmaceutical Limited and the Vendors will have received all third-party consents and approvals contemplated by the Share Exchange Agreement;3.
no suit, action or proceeding will be pending or threatened which would prevent the consummation of any of the transactions contemplated by the Share Exchange Agreement;4.
our company will be reasonably satisfied with our due diligence investigation of HBMK Pharmaceutical Limited and its subsidiaries; and5.
the board of directors of our company, HBMK Pharmaceutical Limited and the corporate Vendors will have approved the transactions contemplated by the share exchange agreement.





Due to conditions precedent to closing, including those set out above, and the risk that the conditions precedent will not be satisfied, there is no assurance that our company will complete the share exchange as contemplated in the Share Exchange Agreement.





The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Share Exchange Agreement, which is attached as Exhibit 10.1 to the Form 8-K filed on July 11, 2011, and is incorporated by reference herein.





Our Property — Morgan Highpoint Property, Tennessee, USA





On March 10, 2008, the Company entered into a farmout and participation agreement (the “Farmout Agreement”), which is effective as of February 26, 2008, with Montello Resources (USA) Ltd. (“Montello USA”), a subsidiary of Montello Resources Ltd. (TSX-V: MEO), Park Place Energy Corp. (OTCBB: PRPL) (“PRPL”), an Alberta corporation, and Austin Developments Corp. (TSX-V: AUL) (“AUL”), an Alberta corporation, with respect to two test wells on the oil and gas lease dated December 22, 2007, between Southeast Ventures, Inc., as lessor, and Montello USA, as lessee, located in Morgan County, Tennessee.





Under the Farmout Agreement the participating interests are as follows: Montello USA, as operator, is paying 15% of all costs associated with the test wells to earn a 35% interest in the associated production spacing units; AUL is paying 20% of the costs to earn a 30% interest; PRPL is paying 5% of the costs to earn a 5% interest; and the Company is paying 60% of the costs to earn a 30% interest.  As of March 31, 2011, the Company has incurred $2,044,800 in capital expenditures on this property.  The Morgan Highpoint #3 and the Morgan Highpoint #4 test wells were drilled, completed, cased and shut in.  The Company earned its 30% interest in the associated production spacing units on these two wells on July 1, 2008.





The foregoing description of the Farmout Agreement does not purport to be complete and is qualified in its entirety by reference to the Farmout Agreement, which was attached as Exhibit 10.1 to the Form 8-K filed on March 17, 2008, which is incorporated by reference herein.




3





On or about April 11, 2008, the Company entered into a letter agreement (the “Letter Agreement #1”) with Montello USA, PRPL, and AUL, dated effective April 11, 2008, whereby the parties agreed to amend the March 10, 2008, Farmout Agreement as follows: (i) Article 8 (Area of Mutual Interest) of the Farmout & Royalty Procedure attached as Schedule “C” to the Farmout Agreement shall apply; (ii) the Mutual Interest Lands shall comprise all PNG rights 50% or more of which are located within the boundaries of that area of lands located within Morgan County, State of Tennessee, USA as outlined on the map attached to the Letter Agreement #1; (iii) the Area of Mutual Interest shall be in effect until 11:50 pm on April 10, 2010; and (iv) the participating interests of the parties hereto in the Area of Mutual Interest during the term thereof shall be Montello USA – 35%, PRPL – 5%, AUL – 30% and the Company – 30%.





The foregoing description of the Letter Agreement #1 does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement #1, which was attached as Exhibit 10.2 to the Form 10-KSB filed on July 14, 2008, which is incorporated by reference herein.





In addition, on or about April 11, 2008, the Company entered into a farmout and participation agreement (the “Farmout Agreement #2”), which is effective as of April 11, 2008, with Montello USA, PRPL, and AUL with respect to one test well on the oil and gas lease dated March 25, 2008, between Robert and Kathy Lavender, as lessors, and Montello USA, as lessee, located in Morgan County, Tennessee.  Under the Farmout Agreement #2, the participating interests are as follows: Montello USA, as operator, is paying 15% of all costs associated with the test well to earn a 35% interest in the associated production spacing unit; AUL is paying 20% of the costs to earn a 30% interest; PRPL is paying 5% of the costs to earn a 5% interest; and the Company is paying 60% of the costs to earn a 30% interest.  As of March 31, 2010, the Company had incurred $132,000 in capital expenditures on this property for the Morgan Highpoint #5 test well, which was drilled, completed, cased and shut in.  The funds for this operation were from the excess funds remaining from the Morgan Highpoint #3 and #4 drilling operations.   The Company earned its 30% interest in the associated production spacing unit on the Morgan Highpoint #5 test well on July 1, 2008.





The foregoing description of the Farmout Agreement #2 does not purport to be complete and is qualified in its entirety by reference to the Farmout Agreement #2, which was attached as Exhibit 10.3 to the Form 10-KSB filed on July 14, 2008, which is incorporated by reference herein.





On or about August 26, 2008, the Company entered into an equalization and joint operating agreement (the “Equalization and JO Agreement”), dated July 7, 2008, with Montello USA, PRPL and AUL, with respect to interests in the joint lands and wells more particularly described in Schedule “A” to the Equalization and JO Agreement (collectively, the “Property”).  The Equalization and JO Agreement supersedes and replaces all previous agreements between the parties with respect to the Property and establishes the manner in which operations will be conducted on the Property.  The initial working interests of the parties in the Property are: (i) with respect to the Bowen Block (as defined in the Equalization and JO Agreement), PRPL 5%, Montello USA 55% and AUL 40%; and (ii) with respect to the balance of the leases on the Property, PRPL 5%, Montello USA 35%, AUL 30% and the Company 30%.  Among other terms and conditions, as between Montello USA and the Company, the Company will bear on Montello USA’s behalf $1,250,000 with respect to Montello USA’s working interest share of any joint expense incurred on the Property and when the Company has paid such amount, it shall have earned from Montello USA an undivided 15% working interest in the Bowen Block.  As among Montello USA, AUL and the Company, if warranted upon completion of certain anticipated operations on the Property, the Company shall commission (at its own expense) an engineering report to evaluate the 100% working interest in the proven and probable oil and gas assets in the Bowen Block (the “Evaluation”).  Among other terms and conditions, within 30 days of receipt of the Evaluation, the Company may acquire an undivided 5% working interest from Montello USA and an undivided 10% working interest from AUL in the Bowen Block for: (i) a pro rata percentage dollar amount as calculated from the Evaluation; and (ii) a pro rata percentage of the sum of $325,000.




4





The foregoing description of the Equalization and JO Agreement does not purport to be complete and is qualified in its entirety by reference to the Equalization and JO Agreement, which was attached as Exhibit 10.1 to the Form 10-Q filed on November 14, 2008, which is incorporated by reference herein.





As of March 31, 2010, the Company had incurred $185,000 in capital expenditures on the Bowen Block property.





On August 21, 2008, the Company and Montello USA entered into an amending agreement (the “Amending Agreement”) to the Equalization and JO Agreement which was amended as follows:





(i)
If the Company does not advise Montello USA in writing on or prior to September 1, 2008, that it intends to be bound by all of the provisions of clause 4 of the Equalization and JO Agreement, then all of the terms and conditions of said clause 4 shall thereafter not apply as between the parties; and





(ii)
Notwithstanding the foregoing, Montello USA may at any time at its sole, unfettered discretion unilaterally terminate the provisions of said clause 4 of the Equalization and JO Agreement as between the parties by so advising the Company in writing.  The sole exception to Montello USA’s exercising this unilateral right to terminate is if the Company had already paid the Carried Amount of $1,250,000 in total on behalf of Montello USA.




The foregoing description of the Amending Agreement does not purport to be complete and is qualified in its entirety by reference to the Amending Agreement, which was attached as Exhibit 10.2 to the Form 10-Q filed on November 14, 2008, which is incorporated by reference herein.





On August 31, 2009, the Company entered into a letter agreement dated August 25, 2009 (the “Letter Agreement #2”), with MEO, which is to be effective as of April 1, 2009.  The Letter Agreement #2 evidences the parties’ mutual agreement with respect to a 7.5% undivided interest to be granted to the Company by MEO pursuant to the terms of the Equalization and JO Agreement entered into among the Company, Montello USA (a wholly owned subsidiary of MEO), PRPL and AUL on August 26, 2008, and dated July 7, 2008.





Pursuant to the terms of the Equalization and JO Agreement, the Company was entitled to earn a 15% undivided interest in and to leases C through G set out in Schedule “A” to the Equalization and JO Agreement  (the “Leases”) upon incurring an aggregate of $1,250,000 in Carried Amounts (as this term is defined in the Equalization and JO Agreement ).  As at April 1, 2009, the Company had incurred an aggregate of $461,000 of the Carried Amount and had transferred an additional $200,000 to MEO’s current AFE project from the monies set aside by the Company for MEO’s Petrojet AFE project (collectively, the “Payments”).





Pursuant to the Letter Agreement #2, MEO has agreed that, in consideration for the Payments, the Company has earned an undivided 7.5% interest in and to the Leases.  The Company has agreed to relinquish 0.5% of its 7.5% undivided interest to the Leases in exchange for MEO depositing to the Company’s account an aggregate of $15,000 and MEO has agreed to take all action necessary to deliver to the Company recordable transfers of its 7.0% undivided interest to the Leases.




5





In addition to the foregoing, pursuant to the Letter Agreement #2, MEO has agreed to provide the Company with an option to earn a further 7.5% undivided interest in and to the Leases by paying to MEO an additional $400,000 on or before September 30, 2009.  All partial payments of the $400,000 made by Company by or before September 30, 2009, shall entitle the Company to a pro-rated interest of the additional 7.5% undivided interest in and to the Leases.  However, as at September 30, 2009, the Company failed to provide any additional funds to MEO, and therefore, the Company’s option to earn a further 7.5% has expired.





The foregoing description of the Letter Agreement #2 does not purport to be complete and is qualified in their entirety by reference to the Letter Agreement #2, which was attached as Exhibit 10.1 to the Form 8-K filed on September 11, 2009, which is incorporated by reference herein.





During the year ended March 31, 2011, the Company recognized an impairment in its oil and gas properties in the amount of $647,450 (2010 - $1,672,350) such that the properties have been fully impaired.





Competition





The Company has been operating in a highly competitive industry, competing with other oil and gas exploration companies, independent producers and institutional and individual investors, which are actively seeking oil and gas properties throughout the world as well as the equipment, labor and materials required to operate such properties.  Most of the Company’s competitors have financial resources, employees and facilities substantially greater than the Company’s.  The principal area of competition is encountered in the financial ability for the Company to acquire acreage positions and drill wells to explore for oil and gas, then, if warranted install production equipment.  Competition for the acquisition of oil and gas wells is intense with many oil and gas properties and or leases or concessions available in a competitive bidding process in which the Company may lack technological information or expertise available to other bidders.





Government Regulation





General





Oil and gas operations are subject to various federal, state and local governmental regulations in the United States.  Matters subject to regulation include exploration permits, discharge permits for drilling operations, drilling and abandonment bonds, operating practices, reports concerning operations, the spacing of wells, pooling of properties, taxation and environmental protection.  These laws and regulations are under constant review for amendment or expansion.  From time to time, regulatory agencies have imposed price controls and limitations on production by restricting the rate of flow of oil and gas wells below actual production capacity in order to conserve supplies of oil and gas.  The production, handling, storage, transportation and disposal of oil and gas, by-products thereof, and other substances and materials produced or used in connection with oil and gas operations are also subject to regulation under state and local laws and regulations relating primarily to the protection of human health and the environment.  To date, expenditures related to complying with these laws, and for remediation of existing environmental contamination, have not been significant in relation to the results of operations of our Company.  The requirements imposed by such laws and regulations are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost of compliance with these requirements or their effect on our operations.  Changes in these regulations could require us to expend significant resources to comply with new laws or regulations or changes to current requirements and could have a material adverse effect on us.




6





Oil and Gas Regulation





Each state has legislation and regulations which govern land tenure, royalties, production rates, environmental protection and other matters.  The royalty regime is a significant factor in the profitability of oil and natural gas production.  Royalties payable on production from lands other than government lands are determined by negotiations between the mineral owner and the lessee.  Royalties on government land are determined by government regulation and are generally calculated as a percentage of the value of gross production, and the rate of royalties payable generally depends upon prescribed reference prices, well productivity, geographical location, field discovery date and the type or quality of the petroleum product produced.





Management believes that we are in substantial compliance with current applicable environmental laws and regulations.





Employees





As of March 31, 2011, we have no employees.  The Company relies on consultants to carry out its corporate activities.  Consultants were engaged to look out for the Company’s best interests in its non-operated oil and gas property.





Material Agreements





See “Our Property — Morgan Highpoint Property, Tennessee, USA” above for a description of the Farmout Agreement, the Letter Agreement, the Farmout Agreement #2, the Equalization and JO Agreement, the Amending Agreement and the Letter Agreement #2.





On July 8, 2011, we entered into a Share Exchange Agreement with HBMK Pharmaceutical Limited (“HBMK”), a BVI corporation, and all of the shareholders of HBMK (the “Vendors”).  Pursuant to the terms of the Share Exchange Agreement, we have agreed to acquire all of the issued and outstanding shares of capital stock of HBMK from the Vendors in exchange for the issuance of 33,500,000 shares of our common stock to the Vendors on a pro rata basis in accordance with each Vendor’s percentage ownership in HBMK, subject to the satisfaction or waiver of certain conditions precedent as set out in the Share Exchange Agreement.  At the closing of the Share Exchange Agreement, HBMK will become our wholly owned subsidiary.  See “Our Business” above for a more detailed description of the Share Exchange Agreement.





Loan Obligations





On March 3, 2008, a shareholder loaned the Company $622,500 which is due on demand bearing no interest.  On July 22, 2008, the Company authorized the repayment of $40,000 of this loan to the shareholder.  On March 20, 2008, the same shareholder loaned the Company $800,000 which is due on demand bearing no interest.




7





On March 25, 2008, another shareholder of the Company loaned the Company $225,000 which is due on demand bearing no interest.  On May 20, 2008, the Company authorized the repayment of $100,000 of this loan to the shareholder. This same shareholder has loaned the Company the following amounts on the following dates which are due on demand bearing no interest:





Amount of Loan
Date of Loan$132,840
August 28, 2008$1,053
February 17, 2009$8,000
June 15, 2009$20,000
January 29, 2010$18,000
March 26, 2010$50,000
June 8, 2010$50,000
July 8, 2010





On June 23, 2010, we authorized the repayment of $10,000 of this loan to the shareholder.





On March 18, 2009, our sole officer and director loaned the Company $400, which is due on demand bearing no interest.  In addition, on April 30, 2009, our sole officer and director loaned the Company $1,000, which is also due on demand bearing no interest.  On June 23, 2010, we authorized the repayment of $1,400 of this loan to the officer and director.





Imputed interest at 5% per annum has been recorded as an increase in additional paid in capital.





During the fiscal year ended March 31, 2011, we were advised by the two shareholders who had loaned us funds that they had assigned their rights, title and interest in a portion of shareholder loans totaling $1,025,107 and $394,893, respectively, to third parties who are not shareholders.  After the assignment, the loans payable to shareholders was $357,393 and other loans payable was $1,420,000.





On September 14, 2010, the outstanding loans of $1,420,000 were converted into 1,044,118 shares (8,352,941 pre-split shares) of our common stock at $0.17 per share.





On June 28, 2011, the remaining shareholder who had a loan payable of $357,393, sold and assigned $178,697 of such loan payable to an individual in Singapore, who was also a shareholder, and $178,696 of such loan payable to an individual in Malaysia pursuant to an Agreement for the Sale and Assignment and Affirmation of Obligations (the “Assignment and Affirmation Agreement”) entered into with each of the individuals and the Company.  On the same date and in conjunction with the Assignment and Affirmation Agreements, the assignees under such agreements entered into Agreements for Conversion of Indebtedness into Common Stock (the “Conversion Agreements”), whereby we agreed with each assignee to convert the indebtedness into an aggregate of 1,429,572 shares of common stock at a price of $0.25 per share, which resulted in the elimination of $357,393 of indebtedness on our books.




ITEM 1A. RISK FACTORS





We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.





ITEM 2. PROPERTIES





See “Item 1. Business — Our Property — Morgan Highpoint Property, Tennessee, USA” above for a description our property.




8





Reserves Reported to Other Agencies





We have filed no estimates of total, proved net oil or gas reserves with any other federal authority or agency.





Production





As of March 31, 2011, we do not own any producing properties.





Productive Wells and Acreage





The following table sets forth our leasehold interest in productive oil wells, as of March 31, 2011:




AREA
GROSS(1)
NET(2)Tennessee, USA(3)
0
0


(1)
A gross well is a well in which a working interest is owned.  The number of gross wells is the total number of wells in which a working interest is owned.


(2)
A net well is deemed to exist when the sum of fractional ownership working interest in gross wells equals one.  The number of net wells is the sum of the fractional working interests owned in gross wells expressed as whole numbers and fractions thereof.


(3)
At March 31, 2011, the Company has a 30% interest in three wells that were cased and shut in, in Tennessee, USA as well as a 7% interest in two other wells that were cased and shut in, in Tennessee, USA.





The following table sets forth the amount of our net and gross productive wells and acreage(1) as of March 31, 2011:





AREA
GROSS(2)
NET(3)Tennessee, USA
0
0


(1)
Consists of acres spaced or assignable to productive wells.


(2)
A gross acre is an acre in which a working interest is owned.  The number of gross acres is the total number of acres in which a working interest is owned.


(3)
A net acre is deemed to exist when the sum of fractional ownership working interests in gross acres equals one.  The number of net acres is the sum of the fractional working interests owned in gross acres expressed as whole numbers and fractions thereof.





Undeveloped Acreage





The following table sets forth the amounts of our undeveloped acreage as of March 31, 2011:





AREA
UNDEVELOPED ACREAGE(1)GROSS
NETTennessee, USA
1,304
156


(1)
Undeveloped acreage is considered to be those lease acres on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of oil and gas regardless of whether or not such acreage contains proved reserves.





Drilling Activity





The following table sets forth the results of our oil and gas drilling and acquisition activities as of March 31, 2011:





EXPLORATORY WELLS
DEVELOPMENT WELLSAREA
DRY
CASED
PRODUCTIVE
DRY
PRODUCTIVETennessee, USA
0
5(1)
0
0
0


(1)
No wells are presently on stream.




9




Present Activities





To the date of this annual report, we have earned a 30% working interest in three wells known as the Morgan Highpoint #3, #4 and #5 wells and a 7% working interest in two wells known as the John Bowen #1 and #2 wells that were all drilled in Morgan County, Tennessee.  However, due to (i) delays with the operator, (ii) not having any foreseeable plans with the other participants for exploration on such properties, and (iii) lack of available funds to proceed with any exploration on such properties, management has determined to fully impair the value of the Morgan County, Tennessee properties.





Since we have now entered into a Share Exchange Agreement with HBMK as discussed above under “Our Business”, we plan to focus our efforts on closing the Share Exchange Agreement and concentrating on our new business direction of manufacturing and distributing Traditional Chinese Medicines and Over-The-Counter pharmaceuticals.





Delivery Commitments





Not applicable.





Office Properties





The Company maintains its business office at 2808 Cowan Circle, Las Vegas, NV  89107.  In addition, our President supplies the Company with approximately 300 square feet of space free of charge located at 117A Owen Road, Singapore, 218923.





We believe that our current office space and facilities are sufficient to meet our present needs and do not anticipate any difficulty securing alternative or additional space, as needed, on terms acceptable to the Company.





At the present time, we do not have any real estate holdings and there are no plans to acquire any real property interests.





ITEM 3. LEGAL PROCEEDINGS





We know of no material, active or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation.  There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.





ITEM 4. [REMOVED AND RESERVED]





PART II





ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES





Market Information





Our common stock is traded on the Over-the-Counter Bulletin Board (“OTCBB”) under the symbol “HBMK”.  Our common stock previously traded under the symbol “NXPE” from June 9, 2008 to October 20, 2010, under the symbol “BRPC” from September 20, 2007 until June 9, 2008, and under the symbol “DGTR” from December 22, 2006 to September 20, 2007 without any trading or volume as “DGTR”.




10





The following historical quotations obtained from online sources reflects the high and low bids for our common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:




Quarter Ended
High ($)
Low ($)March 31, 2011
$0.56
$0.45December 31, 2010
$3.00
$0.65September 30, 2010
Not available
Not availableJune 30, 2010
Not available
Not availableMarch 31, 2010
$0.028
$0.0195December 31, 2009
$0.02
$0.01September 30, 2009
$0.05
$0.01June 30, 2009
$0.055
$0.019March 31, 2009
0.03
0.017




As of March 31, 2011, our common stock closed at price of $0.51





The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks.  Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system and certain other requirements are met.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.  The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer’s account.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgement of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.





These disclosure requirements may have the effect of reducing the trading activity and price of our common stock.  Therefore, stockholders may have difficulty selling those securities.




11





Holders





As of June 30, 2011, there are 9,547,169 shares of common stock issued and outstanding held by 57 shareholders of record.





Dividend Policy





We have never paid any cash dividends and have no plans to do so in the foreseeable future.  Our future dividend policy will be determined by our Board of Directors and will depend upon a number of factors, including our financial condition and performance, our cash needs and expansion plans, income tax consequences and the restrictions that applicable laws and other arrangements then impose.





Securities Authorized for Issuance Under Equity Compensation Plans





As of the end of the fiscal year ended March 31, 2011, we do not have any compensation plans under which equity securities are authorized for issuance.





Recent Sales of Unregistered Securities





Not applicable.





Purchase of Equity Securities by the Company and Affiliated Purchasers





Not Applicable.





ITEM 6. SELECTED FINANCIAL DATA





We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.





ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





You should read the following plan of operation together with our financial statements and related notes appearing elsewhere in this annual report.  This plan of operation contains forward-looking statements that involve risks, uncertainties, and assumptions.  The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors.




12





Overview





We are a development stage company and have been focusing on acquiring and exploring oil and gas properties primarily in North America.  We currently have interests in oil and gas properties located in Morgan County, Tennessee.  We intended to acquire interests in leases for oil and gas prospects either through farmout arrangements, participation arrangements or straight acquisition of oil and gas interests, and then drill exploratory and development wells with the help of other industry participants.  We do not intend to operate any properties.  See “Item 1. Business – Our Business” for further details of our business and “Item 2. Properties” for details of our property interests.





Plan of Operations





We have not yet generated or realized any revenues from our business operations.  Our auditors have issued a going concern opinion.  This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.  This is because we have not generated any revenues and no revenues are anticipated until we are able to acquire oil and gas prospects, explore and develop such prospects and are able to produce oil and/or gas from our exploration and development.  There is no assurance we will ever reach this point.  Accordingly, we must raise cash from sources other than the sale of oil and/or gas.  Our only other source for cash at this time is investments by others in us.  We must raise cash to implement our plan and stay in business.  If we require additional money and are unable to raise it, we may have to suspend or cease operations.





We intended to acquire interests in leases for oil and gas prospects either through farmout arrangements, participation arrangements or straight acquisition of oil and gas interests, and then drill exploratory and development wells with the help of other industry participants.  We did not intend to operate any properties.  We intended to focus our oil and gas activities in North America as well as other regions.





Due to (i) delays with the operator on the Morgan Highpoint Project, (ii) not having any foreseeable plans with the other participants for exploration on such properties, and (iii) lack of available funds to proceed with any exploration on such properties, management determined to fully impair the value of the Morgan County, Tennessee properties.





To date, we have not been as successful as hoped at developing our oil and gas interests in Morgan County, Tennessee.  We have realized that this business may not present the best opportunity for our company to realize value for our shareholders.  As a result, we have actively been seeking to create shareholder value with a more defined business plan.  On October 18, 2010, we entered into a letter of intent with HBMK Pharmaceutical Limited (“HBMK”), whereby we intend to acquire 100% of the issued and outstanding shares of the capital stock of HBMK (the “HBMK Shares”) in exchange for 28,000,000 shares of our common stock (the “Exchange Shares”), on the terms and subject to the conditions to be set out in a Definitive Agreement to be entered into between us and HBMK (the “Proposed Transaction”).  The successful closing of the Proposed Transaction would result in a change of our business from the exploration and development of oil and gas interests to the production and marketing of Traditional Chinese Medicines and Over-The-Counter pharmaceuticals.





On July 8, 2011, we entered into a share exchange agreement (the “Share Exchange Agreement”) with HBMK and all of the shareholders of HBMK (the “Vendors”).  Pursuant to the terms of the Share Exchange Agreement, we have agreed to acquire all of the issued and outstanding shares of capital stock of HBMK from the Vendors in exchange for the issuance of 33,500,000 shares of our common stock to the Vendors on a pro rata basis in accordance with each Vendor’s percentage ownership in HBMK, subject to the satisfaction or waiver of certain conditions precedent as set out in the Share Exchange Agreement.  At the closing of the Share Exchange Agreement, HBMK will become our wholly owned subsidiary.




13





We do not intend to hire any employees at this time.





Limited Operating History; Need for Additional Capital





There is limited historical financial information about us upon which to base an evaluation of our performance.  We are a development stage exploration corporation and have not generated any revenues from operations.  We cannot guarantee we will be successful in our business operations.  Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our oil and gas interests, and possible cost overruns due to price and cost increases in services.





We are seeking equity financing to provide for the capital required to implement our business plans.





We have no assurance that future financings will be available to us on acceptable terms.  If financing is not available on satisfactory terms, we may be unable to continue, develop, or expand our operations. Equity financing could result in additional dilution to existing shareholders.





Liquidity and Capital Resources





As of March 31, 2011, we had total current assets of $1,433 and total assets of $1,433.  Our total current assets as of March 31, 2011 comprise of cash in the amount of $1,433.  Our total current liabilities as of March 31, 2011 were $432,097 represented by accounts payable and accrued liabilities of $74,704 and shareholders’ loans of $357,393.  As a result, on March 31, 2011, we had a working capital deficiency of $430,664.





Operating activities used $390,232 in cash for the period from inception (April 17, 2006) to March 31, 2011.  Our net loss of $3,009,064 was the primary component of our negative operating cash flow.  Investing activities for the period from inception (April 17, 2006) to March 31, 2011, used $4,391 for the purchase of equipment and $2,319,800 for the acquisition of oil and gas property interests, offset by proceeds received on the sale of equipment of $1,688 for a total of $2,322,503.  Net cash flows provided by financing activities for the period from inception (April 17, 2006) to March 31, 2011 was $2,714,168 represented as loans from shareholders of $1,777,393, which includes the repayment of shareholders loans of $151,400, and proceeds from the sale of our stock of $936,775.





We are a development stage corporation and have not generated any revenue to date from our activities. Despite our hope for revenues in the foreseeable future, we believe that revenues will be sparse and irregular and, if we receive any at all, will be far less than necessary to carry out our business forward without additional financing.  We have cash in the amount of $1,433 as of March 31, 2011, which is not enough to meet our projected expenditures in the next twelve months.  Thus, in order to meet our capital needs, we will most likely need to raise funds from other sources to remain in business.  We intend to raise additional money through private placements, however, there can be no assurance that we will be able to raise additional money in the future.  If we need additional capital and cannot raise the necessary amount, we will either be required to suspend activities until we do raise the cash or cease activity entirely.




14





Results of Operation





Fiscal Years Ended March 31, 2011 and 2010





Professional fees: Professional fees were $54,577 and $69,970 for the fiscal years ended March 31, 2011 and 2010, respectively. This decrease was due to the decreased in professional services provided to the Company during the fiscal year ended March 31, 2011.





Depreciation: Depreciation expenses were $nil and $385 for the fiscal years ended March 31, 2011 and 2010, respectively.





Bank Charges:  Bank Charges expenses were $nil and $196 for the fiscal years ended March 31, 2011 and 2010, respectively.





Filing and Registration fees:  Filing and Registration fees were $12,555 and $5,120 for the fiscal years ended March 31, 2011 and 2010, respectively.  This increase was due to the increased number of filings by the Company resulting in increased filing fees for the Company during the fiscal year ended March 31, 2011.





Office and Miscellaneous:  Office and Miscellaneous expenses were $nil and $668 for the fiscal years ended March 31, 2011 and 2010, respectively.





Interest Expense:  Interest expenses were $54,234 and $82,767 for the fiscal years ended March 31, 2011 and 2010, respectively.  This decrease was due to the decrease in the amount of outstanding loans during the fiscal year ended March 31, 2011.





Impairment:  Impairment of the oil and gas properties expenses were $647,450 and $1,672,350 for the fiscal years ended March 31, 2011 and 2010, respectively.  The impairment expense in the fiscal year ended March 31, 2011, was due to the Company fully impairing its oil and gas properties.





Net Loss:  Net loss was $768,816 and $1,831,371 for the fiscal years ended March 31, 2011 and 2010, respectively. This decrease in net loss of $1,062,555 resulted primarily from the impairment write down of $647,450 on the Company’s oil and gas properties during the fiscal year ended March 31, 2011 compared to the impairment write down of $1,672,350 in the fiscal year ended March 31, 2010.





Off-Balance Sheet Arrangements





There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.





Going Concern Statement





We have negative working capital, have not yet received revenues from sales of products or services, and have recurring losses from operations.  Our continuation as a going concern is dependent upon us attaining and maintaining profitable operations and raising additional capital.  The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should we discontinue operations.




15





Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the year ended March 31, 2010, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.  Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.





The continuation of our business is dependent upon us raising additional financial support.  The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders.  Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.





ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.





16




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





HUBEI MINKANG PHARMACEUTICAL LTD.
 (formerly Nexgen Petroleum Corp.)
 
 (A DEVELOPMENT STAGE COMPANY)
 
 FINANCIAL STATEMENTS
 
 MARCH 31, 2011
  17
  HUBEI MINKANG PHARMACEUTICAL LTD.
 (formerly Nexgen Petroleum Corp.)
 
 (A DEVELOPMENT STAGE COMPANY)
 
 TABLE OF CONTENTS
 
 MARCH 31, 2011
  Report of Independent Registered Public Accounting Firm
F-1Balance Sheets as of March 31, 2011 and 2010
F-2Statements of Operations for the years ended March 31, 2011 and 2010 and the period from April 17, 2006 (inception) to March 31, 2011
F-3Statement of Stockholders’ Equity (Deficit) as of  March 31, 2011
F-4Statements of Cash Flows for the years ended March 31, 2011 and 2010 and the period from April 17, 2006 (inception) to March 31, 2011
F-5Notes to the Financial Statements
F-6 - F-12
  
 
 Silberstein Ungar, PLLCCPAs and Business Advisors
 
 Phone (248) 203-0080
 Fax (248) 281-0940
 30600 Telegraph Road, Suite 2175
 Bingham Farms, MI 48025-4586
 www.sucpas.com
 
 Report of Independent Registered Public Accounting Firm
 
 To the Board of Directors of
 Hubei Minkang Pharmaceutical Ltd.
 Las Vegas, Nevada
 
 We have audited the accompanying balance sheets of Hubei Minkang Pharmaceutical Ltd. (an exploration stage company) as of March 31, 2011 and 2010 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended and the period from April 17, 2006 (date of inception) to March 31, 2011.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.
 
 We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hubei Minkang Pharmaceutical Ltd. as of March 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended and the period from April 17, 2006 (date of inception) to March 31, 2011, in conformity with accounting principles generally accepted in the United States of America.
 
 The accompanying financial statements have been prepared assuming that Hubei Minkang Pharmaceutical Ltd. will continue as a going concern. As discussed in Note 7 to the financial statements, the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are described in Note 7. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
 
 /s/ Silberstein Ungar, PLLC
 
 Bingham Farms, Michigan
 June 28, 2011
  F-1
  HUBEI MINKANG PHARMACEUTICAL LTD.
 (formerly Nexgen Petroleum Corp.)
 (A DEVELOPMENT STAGE COMPANY)
 BALANCE SHEETS
 As of March 31, 2011 and 2010
 
 
 ASSETS

2011


2010Current AssetsCash and cash equivalents

$
1,433


$
7,350Total Current Assets


1,433



7,350Oil and gas properties (successful efforts basis)


-



647,450Property and equipment – Note 2


-



-TOTAL ASSETS

$
1 ,433


$
654,800LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent LiabilitiesAccounts payable and accrued liabilities

$
74,704


$
134,864Shareholders’ loans - Note 4


357,393



1,688,793TOTAL LIABILITIES


432,097



1,823,657STOCKHOLDERS’ DEFICITPreferred stock, $.001 par value, 10,000,000 shares authorized,-0- shares issued and outstanding


0



0Common stock, $.001 par value, 1,350,000,000 shares authorized, 8,117,597 shares issued and outstanding ( 2010 - 7,051,625 )


8,118



56,413Additional paid in capital


2,570,282



1,014,978Deficit accumulated during the exploration stage


(3,009,064
)


(2,240,248
)TOTAL STOCKHOLDERS’ DEFICIT


(430,664
)


(1,168,857
)TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

$
1,433


$
654,800
  See accompanying notes to financial statements.
  F-2
  HUBEI MINKANG PHARMACEUTICAL LTD.
 (formerly Nexgen Petroleum Corp.)
 (A DEVELOPMENT STAGE COMPANY)
 STATEMENTS OF OPERATIONS
 Years ended March 31, 2011 and 2010
 Period from April 17, 2006 (Inception) to March 31, 2011
 
 
 Year ended March 31,

2011


Year ended March 31, 2010


Period from April 17, 2006 (Inception) to March 31, 2011REVENUES

$
0


$
0


$
0OPERATING EXPENSESProfessional fees


54,577



69,970



401,506Depreciation


-



385



2,379Bank charges


-



196



1,781Foreign exchange loss (gain)


-



(85
)


92Filing and registration


12,555



5,120



25,032Product development


-



-



30,455Office and miscellaneous


-



668



9,835TOTAL OPERATING EXPENSES


67,132



76,254



471,080LOSS FROM OPERATIONS


(67,132
)


(76,254
)


(471,080
)OTHER INCOME (EXPENSE)Impairment of oil and gas properties


(647,450
)


(1,672,350
)


(2,319,800
)Interest income


-



-



3,765Interest expense


(54,234
)


(82,767
)


(221,625
)Loss on sale of equipment


-



-



(324
)TOTAL OTHER INCOME (EXPENSE)


(701,684
)


(1,755,117
)


(2,537,984
)LOSS BEFORE INCOME TAXES


(768,816
)


(1,831,371
)


(3,009,064
)PROVISION FOR INCOME TAXES


-



-



-NET LOSS

$
(768,816
)

$
(1,831,371
)

$
(3,009,064
)NET LOSS PER SHARE:Basic and diluted

$
(0 .10
)

$
(0.26
)WEIGHTED AVERAGE SHARES OUTSTANDING:Basic and diluted


7,650,224



7,051,625
  See accompanying notes to financial statements.
  F-3
 
 HUBEI MINKANG PHARMACEUTICAL LTD.
 (formerly Nexgen Petroleum Corp.)
 (A DEVELOPMENT STAGE COMPANY)
 STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
 Period from April 17, 2006 (Inception) to March 31, 2011
  Common stock


Additional paid-in capital


Share subscriptions


Deficit accumulated during the development stage


TotalShares


AmountIssuance of common stock for cash @$.001


16,875,000


$
9,000


$
81,000


$
0


$
0


$
90,000Net loss for the period


-



-



-



-



(81,059
)


(81,059
)Balance, March 31, 2007


16,875,000



9,000



81,000



-



(81,059
)


8,941Proceeds of share subscription














470,000







470,000Imputed interest on shareholder loan










3,904











3,904Net loss for the period


-



-



-



-



(128,230
)


(128,230
)Balance, March 31, 2008


16,875,000



9,000



84,904



470,000



(209,289
)


354,615Proceeds of share subscription


-



-



-



344,000



-



344,000Par value adjustment


-



46,000



(46,000
)


-



-



-Voluntary surrender andcancellation of shares


(10,000,000
)


-



-



-



-



-Issuance of common stock for $1 per share


26,875



215



214,785



(215,000
)


-



-Issuance of common stock for $0.50 per share


149,750



1,198



597,802



(599,000
)


-



-Imputed interest on shareholder loan


-



-



80,720



-



-



80,720Net loss for the period


-



-



-



-



(199,588
)


(199,588
)Balance, March 31, 2009


7,051,625



56,413



932,211



-



(408,877
)


579,747Imputed interest on shareholder loan


-



-



82,767



-



-



82,767Net loss for the period


-



-



-



-



(1,831,371
)


(1,831,371
)Balance, March 31, 2010


7,051,625



56,413



1,014,978



-



(2,240,248
)


(1,168,857
)Shares issued for debt


1,044,118



1,044



1,418,956



-



-



1,420,000Imputed interest on shareholder loan


-



-



54,234



-



-



54,234Effect of 8:1 reverse stock split


-



(49,360
)


49,360



-



-



-Issuance of common shares for $1.50 per share


21,850



21



32,754



-



-



32,775Share correction


4



-



-



-



-Net loss for the period


-



-



-



-



(768,816
)


(768,816
)Balance, March 31, 2011


8,117,597


$
8,118


$
2,570,282


$
-


$
(3,009,064
)

$
(430,664
)
  See accompanying notes to financial statements.
  F-4
 
 HUBEI MINKANG PHARMACEUTICAL LTD.
 (formerly Nexgen Petroleum Corp.)
 (A DEVELOPMENT STAGE COMPANY)
 STATEMENTS OF CASH FLOWS
 Years ended March 31, 2011 and 2010
 Period from April 17, 2006 (Inception) to March 31, 2011
  Year ended March 31, 2011


Year ended March 31, 2010


Period from April 17, 2006 (Inception) to March 31, 2011CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(768,816
)

$
(1,831,371
)

$
(3,009,064
)Adjustments to reconcile net loss to cash used in operating activities:Impairment of oil and gas properties


647,450



1,672,350



2,319,800Depreciation


-



385



2,379Imputed interest


54,234



82,767



221,625Loss on sale of property and equipment


-



-



324Change in non-cash working capital items:Accounts payable and accrued liabilities


(60,160
)


122,593



74,704Net Cash Provided (Used) by Operating Activities


(127,292
)


46,724



(390,232
)CASH FLOWS FROM INVESTING ACTIVITIESOil and gas properties


-



(90,000
)


(2,319,800
)Proceeds from disposal of property and equipment


-



-



1,688Purchase of property and equipment


-



-



(4,391
)Net Cash Used by Investing Activities


-



(90,000
)


(2,322,503
)CASH FLOWS FROM FINANCING ACTIVITIESLoans from (repayments to) shareholders


88,600



47,000



1,777,393Share subscription received


-



-



470,000Proceeds from sale of common stock


32,775



-



466,775Net Cash Provided by Financing Activities


121,375



47,000



2,714,168NET INCREASE (DECREASE) IN CASH


(5,917
)


3,724



1,433Cash, beginning of period


7,350



3,626



-Cash, end of period

$
1,433


$
7,350


$
1,433SUPPLEMENTAL CASH FLOW INFORMATION:Cash paid for income taxes

$
0


$
0


$
0Cash paid for interest

$
0


$
0


$
0SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:Shares of common stock issued to settle debt

$
1,420,000


$
0


$
1,420,000
  See accompanying notes to financial statements.
  F-5
 
 HUBEI MINKANG PHARMACEUTICAL LTD.
 (formerly Nexgen Petroleum Corp.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO THE FINANCIAL STATEMENTS
 March 31, 2011
 
 NOTE 1 – SUMMARY OF ACCOUNTING POLICIES
 
 Nature of Business
 Hubei Minkang Pharmaceutical Ltd. (“Hubei”) was incorporated as DGT Corp. in Nevada on April 17, 2006.  On September 20, 2007, the Company completed a merger with subsidiary Blackrock Petroleum Corp. and changed its name from DGT Corp. to Blackrock Petroleum Corp. On June 5, 2008, the Company completed a merger with subsidiary Nexgen Petroleum Corp. and changed its name from Blackrock Petroleum Corp. to Nexgen Petroleum Corp. On October 20, 2010, the Company completed a merger with subsidiary Hubei Minkang Pharmaceutical Ltd., a Nevada corporation and changed its name from Nexgen to Hubei Minkang Pharmaceutical Ltd.
 
 On March 10, 2008, the Company entered into a Farmout and Participation Agreement with respect to two test wells on an oil and gas lease dated December 22, 2007.  Under the Farmout Agreement, the Company is paying 60% of all costs associated with the test wells to earn a 30% interest in the associated production spacing units. See Note 6.
 
 With the completion of the merger with Hubei, the company will be disposing of its oil and gas properties and will be producing and marketing Traditional Chinese Medicine in China as well as various other countries.
 
 Oil and Gas Properties
 The Company accounts for oil and gas exploration and development costs using the successful efforts method.  Geological and geophysical costs and the costs of carrying and retaining undeveloped properties are expensed as incurred.  Exploratory well costs are capitalized pending further evaluation of whether economically recoverable reserves have been found. If economically recoverable reserves are not found, explanatory well costs will be expensed as dry holes.  All exploratory wells are evaluated for economic viability within one year of well completion and the related capital costs are reviewed quarterly.  Exploratory well costs that discover potentially economically recoverable reserves in areas where a major capital expenditure would be required before production could begin and where the economic viability of that major capital expenditure depends upon the successful completion of further exploratory work in the area, remain capitalized as long as the additional exploratory work is underway or firmly planned.
 
 During the year ended March 31, 2011, the Company recognized an impairment in its oil and gas properties in the amount of $647,450 (2010 - $1,672,350) such that the properties have been fully impaired.
 
 Development Stage Company
 The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to accounting and reporting by development-stage companies.  A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.
 
 F-6
 
 HUBEI MINKANG PHARMACEUTICAL LTD.
 (formerly Nexgen Petroleum Corp.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO THE FINANCIAL STATEMENTS
 March 31, 2011
 
 NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (continued)
 
 Accounting Basis
 The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a March 31 fiscal year end.
 
 Cash and Cash Equivalents
 For the purposes of presenting cash flows, Hubei considers all highly liquid investments with original maturities of three months or less to be cash equivalents.
 
 Property and Equipment
 The Company’s capital asset has been capitalized and is being depreciated over its estimated useful life on a straight line basis over a three year period.
 
 Fair Value of Financial Instruments
 The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities, and shareholder loans. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
 
 Concentrations of Credit Risk
 The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.
 
 Income Taxes
 Income taxes are computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of March 31, 2011, there have been no interest or penalties incurred on income taxes.
 
 Use of Estimates
 The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
 F-7
  HUBEI MINKANG PHARMACEUTICAL LTD.
 (formerly Nexgen Petroleum Corp.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO THE FINANCIAL STATEMENTS
 March 31, 2011
 
 NOTE 1 – SUMMARY OF ACCOUNTING POLICIES (continued)
 
 Revenue Recognition
 The Company is in the exploration stage and has yet to realize revenues from operations.  Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.
 
 Basic Income (Loss) Per Share
 Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2011.
 
 During the year ended March 31, 2011, the Company affected an 8:1 reverse share split. All share and per share data has been adjusted to reflect such stock split.
 
 Recent Accounting Pronouncements
 Hubei does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
 
 Stock-Based Compensation
 The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensationwhich requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values.There was no stock-based compensation issued to employees in 2011 or 2010.
 
 The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for stock options and warrants issued to consultants and other non-employees.  In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined.  The fair value of the equity instrument is charged directly to compensation expense and additional paid-in capital over the period during which services are rendered. There was no stock-based compensation issued by the Company to non-employees in 2011 or 2010.
  F-8
 
 HUBEI MINKANG PHARMACEUTICAL LTD.
 (formerly Nexgen Petroleum Corp.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO THE FINANCIAL STATEMENTS
 March 31, 2011
 
 NOTE 2 – PROPERTY AND EQUIPMENT
 
 Property and equipment consisted of the following at March 31:
 
 2011


2010Computer equipment

$
2,291


$
2,291Less: Accumulated depreciation


(2,291
)


(2,291
)Net property and equipment

$
-


$
-
 
 NOTE 3 – INCOME TAXES
 
 For the period ended March 31, 2011, Hubei has incurred net losses and, therefore, has no tax liability.  The net deferred tax asset generated by the loss carry-forward has been fully reserved.  The cumulative net operating loss carry-forward is approximately $3,009,000 at March 31, 2011, and will expire beginning in the year 2026.
 
 The provision for Federal income tax consists of the following at March 31:
 
 2011


2010Federal income tax attributable to:Net operating loss carryover

$
261,400


$
761,684Less: valuation allowance


(261,400
)


(761,684
)Net deferred tax asset

$
0


$
0
 
 
 The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount at March 31 is as follows:
 
 2011


2010Deferred tax asset attributable to:Net operating loss carryover

$
1,023,084


$
829,544Valuation allowance


(1,023,084
)


(829,544
)Net deferred tax asset

$
0


$
0
 
 Due to the change in ownership provisions of the Tax Reform Act of 1986, the net operating loss carry forwards for Federal income tax reporting purposes are subject to annual limitations.
 
 NOTE 4 – SHAREHOLDERS’ LOANS
 
 On March 3, 2008, a shareholder loaned the Company $622,500 which is due on demand bearing no interest.  On July 22, 2008, the Company authorized the repayment of $40,000 of this loan to the shareholder.  On March 20, 2008, the same shareholder loaned the Company $800,000 which is due on demand bearing no interest.
  F-9
 
 HUBEI MINKANG PHARMACEUTICAL LTD.
 (formerly Nexgen Petroleum Corp.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO THE FINANCIAL STATEMENTS
 March 31, 2011
 
 NOTE 4 – SHAREHOLDERS’ LOANS (continued)
 
 On March 25, 2008, another shareholder of the Company loaned the Company $225,000 which is due on demand bearing no interest.  On May 20, 2008, the Company authorized the repayment of $100,000 of this loan to the shareholder. This same shareholder has loaned the Company the following amounts on the following dates which are due on demand bearing no interest:
 
 Amount of Loan
Date of Loan$
132,840
August 28, 2008$
1,053
February 17, 2009$
8,000
June 15, 2009$
20,000
January 29, 2010$
18,000
March 26, 2010$
50,000
June 8, 2010$
50,000
July 8, 2010
 
 On June 23, 2010, the Company authorized the repayment of $10,000 of this loan to the shareholder
 
 On March 18, 2009, our sole officer and director loaned the Company $400, which is due on demand bearing no interest.  In addition, on April 30, 2009, our sole officer and director loaned the Company $1,000, which is also due on demand bearing no interest. These loans were repaid during the current fiscal year.
 
 During the period ended September 30, 2010, the Company was advised by the two shareholders that they had assigned their rights, title and interest in a portion of shareholder loans totaling $1,025,107 and $394,893 respectively, to third parties who are not shareholders of the Company.  In September 2010, outstanding loans of $1,420,000 were converted into 8,352,941 (1,044,118 post-split) shares of common stock of the company at $.17 per share
 
 Imputed interest at 5% per annum has been recorded as an increase in additional paid in capital. Imputed interest expense totaled $54,234 and $82,767 for years ended March 31, 2011 and 2010, respectively.
 
 NOTE 5 – STOCKHOLDERS’ EQUITY (DEFICIT)
 
 The Company has 168,750,000 shares of $0.001 par value commons stock authorized.
  At inception, Hubei issued 9,000,000 shares of stock for $90,000 cash.
 
 Effective September 20, 2007, Hubei effected a fifteen (15) for one (1) forward stock split.
  F-10
 
 HUBEI MINKANG PHARMACEUTICAL LTD.
 (formerly Nexgen Petroleum Corp.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO THE FINANCIAL STATEMENTS
 March 31, 2011
 
 NOTE 5 – STOCKHOLDERS’ EQUITY (DEFICIT) (continued)
 
 On September 18, 2007, Hubei received stock subscription proceeds related to a private placement of 1,000,000 shares at $.50 per share. Subsequently, $455,000 of the subscription proceeds were returned. On February 20, 2008, Hubei received stock subscriptions proceeds of $425,000 related to a private placement of shares at $ .50 per share.
 
 During the year ended March 31, 2009 Hubei received stock subscriptions proceeds of $129,000 related to a private placement of shares at $.50 per share and $215,000 related to a private placement of shares at $1.00 per share.
 
 In September 2010, outstanding loans of $1,420,000 were converted into 8,352,941 (1,044,118 post-split) shares of common stock of the company at $.17 per share.
 
 Effective October 20, 2010, Hubei affected an eight (8) for one (1) reverse stock split.  All share and per share data has been adjusted to reflect such stock split.
 
 The Company has 10,000,000 shares of $0.001 par value preferred stock authorized. There are no preferred shares issued and outstanding as of March 31, 2011.
 
 As of March 31, 2011, the Company had no warrants or options outstanding.
 
 NOTE 6 – COMMITMENTS
 
 On March 10, 2008, the Company entered into a Farmout and Participation Agreement with respect to two test wells on an oil and gas lease dated December 22, 2007.  Under the Farmout Agreement, the Company is paying 60% of all costs associated with the test wells to earn a 30% interest in the associated production spacing units.
 
 On or about April 11, 2008, the Company entered into a letter agreement (the “Letter Agreement”) with Montello Resources (USA) Ltd., Park Place Energy Corp., and Austin Developments Corp., dated effective April 11, 2008, whereby the parties agreed to amend the March 10, 2008 Farmout Agreement as follows: (i) Article 8 (Area of Mutual Interest) of the Farmout & Royalty Procedure attached as Schedule “C” to the Farmout Agreement shall apply; (ii) the Mutual Interest Lands shall comprise all PNG rights 50% or more of which are located within the boundaries of that area of lands located within Morgan County, State of Tennessee, USA as outlined on the map attached to the Letter Agreement; (iii) the Area of Mutual Interest shall be in effect until 11:50 pm on April 10, 2010; and (iv) the participating interests of the parties hereto in the Area of Mutual Interest during the term thereof shall be Montello – 35%, Park Place – 5%, Austin – 30% and the Company – 30%.
 
 F-11
  HUBEI MINKANG PHARMACEUTICAL LTD.
 (formerly Nexgen Petroleum Corp.)
 (A DEVELOPMENT STAGE COMPANY)
 NOTES TO THE FINANCIAL STATEMENTS
 March 31, 2011
 
 NOTE 6 – COMMITMENTS (continued)
 
 In addition, on or about April 11, 2008, the Company entered into a Farmout and Participation Agreement (the “Farmout Agreement”), which is effective as of April 11, 2008, with Montello Resources (USA) Ltd., a subsidiary of Montello Resources Ltd., Park Place Energy Corp., an Alberta corporation, and Austin Developments Corp., an Alberta corporation, with respect to two test wells on the oil and gas lease dated March 25, 2008 between Robert and Kathy Lavender, as lessors, and Montello Resources (USA) Ltd., as lessee, located in Morgan County, Tennessee.  Under the Farmout Agreement the participating interests are as follows: Montello Resources (USA) Ltd., as operator, is paying 15% of all costs associated with the test well to earn a 35% interest in the associated production spacing units; Austin Developments Corp. is paying 20% of the costs to earn a 30% interest; Park Place Energy Corp. is paying 5% of the costs to earn a 5% interest; and the Company is paying 60% of the costs to earn a 30% interest.  As of June 30, 2008, the Company has incurred $132,000 in capital expenditures on this property by participating in the drilling and completion of the Morgan Highpoint #5 test well, which has been cased and shut in.
 
 On October 18, 2010, we entered into a letter of intent (“LOI”) with HBMK Pharmaceutical Limited (“HBMK”), a BVI corporation, whereby HBMK and us intend to complete a purchase agreement (the “Definitive Agreement”), where we will acquire 100% of the issued and outstanding shares of capital stock of HBMK (the “HBMK Shares”) in exchange for 28,000,000 shares of our common stock (the “Exchange Shares”), on the terms and subject to the conditions set out in the Definitive Agreement to be entered into between us and HBMK (the “Proposed Transaction”).  HBMK is the sole shareholder of Hubei Minkang Pharmaceutical Co., Ltd., a company organized under the laws of the People’s Republic of China, which is a modern pharmaceutical enterprise that produces and markets Traditional Chinese Medicine in China as well as markets its products to the US, Japan, Canada, Singapore, Malaysia, Thailand and Hong Kong among other countries.
 
 The LOI contained provisions that allow either party to terminate the LOI if the parties fail to enter into a Definitive Agreement on or before November 15, 2010, unless extended by mutual agreement of the parties in writing for a maximum of 14 days per extension.  Since the parties failed to enter into a Definitive Agreement by November 15, 2010, we have entered into multiple extension agreements with HBMK.  The most recent extension agreement contains a deadline of July 9, 2011.
 
 NOTE 7 – LIQUIDITY AND GOING CONCERN
 
 The ability of the Company to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations.  Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.
  NOTE 8– SUBSEQUENT EVENT
 On June 28, 2011, the remaining shareholder who had a loan payable of $357,393, sold and assigned $178,697 of such loan payable to an individual in Singapore, who was also a shareholder, and $178,696 of such loan payable to an individual in Malaysia pursuant to an Agreement for the Sale and Assignment and Affirmation of Obligations (the “Assignment and Affirmation Agreement”) entered into with each of the individuals and the Company.  On the same date and in conjunction with the Assignment and Affirmation Agreements, the assignees under such agreements entered into Agreements for Conversion of Indebtedness into Common Stock (the “Conversion Agreements”), whereby we agreed with each assignee to convert the indebtedness into an aggregate of 1,429,572 shares of common stock at a price of $0.25 per share, which resulted in the elimination of $357,393 of indebtedness on our books.
 
 The Company has analyzed its operations subsequent to March 31, 2011 through June 28, 2011, the date these financial statements were issued, and has determined that it does not have any other material subsequent events to disclose.
  F-12


ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





Silberstein Ungar, PLLC are our auditors.  During the Company’s two most recent fiscal years, there were no disagreements with our auditors which were not resolved on any matter concerning accounting principles or practices, financial statement disclosure, or auditing scope and procedure, which disagreements, if not resolved to the satisfaction of our auditors would have caused them to make reference to the subject matter of the disagreements in connection with their reports.





ITEM 9A. CONTROLS AND PROCEDURES





Evaluation of Disclosure Controls and Procedures





Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.





As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures.  Under the direction of our Chief Executive Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that (i) there continue to be material weaknesses in the Company’s internal controls over financial reporting, that the weaknesses constitute a “deficiency” and that this deficiency could result in misstatements of the foregoing accounts and disclosures that could result in a material misstatement to the financial statements for the period covered by this report that would not be detected, and (ii) accordingly, our disclosure controls and procedures were not effective as of March 31, 2011.





Annual Report of Management on Internal Control Over Financial Reporting





Management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.  Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and our consolidated subsidiaries; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures of the Company and our consolidated subsidiaries are being made only in accordance with authorizations of management and directors of the Company and our consolidated subsidiaries, as appropriate; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Company and our consolidated subsidiaries that could have a material effect on the financial statements.




18





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  Accordingly, even an effective system of internal control over financial reporting will provide only reasonable assurance with respect to financial statement preparation.





As of March 31, 2011 management, with the participation of our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.  Based on that evaluation, our management concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below.  This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.





The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our Board of Directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes.  The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of March 31, 2011.





Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results.  However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our Board of Directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.





This annual report does not include an attestation report of the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.





Changes in Internal Control Over Financial Reporting





There have been no changes in our internal controls over financial reporting that occurred during our fourth fiscal quarter of the period covered by this annual report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.





ITEM 9B. OTHER INFORMATION





Not applicable.




19





PART III





ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE





Directors, Executive Officers and Significant Employees





The following table sets forth certain information regarding the members of our Board of Directors, executive officers and our significant employees as of March 31, 2011:





Name
Age
Positions and Offices HeldHsien Loong Wong(1)
36
President, CEO, CFO, Secretary, Treasurer and director


Notes:


(1)
Mr. Hsien Loong Wong was appointed as a director and Secretary of the Company on August 10, 2007, and the President, CEO, CFO and Treasurer of the Company on December 31, 2007.





Family Relationships





There are no family relationships between any of the Company’s directors or executive officers.





Business Experience





Mr. Hsien Loong Wong (age 36) is our President, CEO, CFO, Secretary, Treasurer and a director of our Company.  Mr. Wong worked as an independent consultant to various public companies advising on matters pertaining to business in China and Singapore from 2004 to August 2007.  From June 2001 to December 2003, Mr. Wong worked for Nxtech Wireless, an IT consultancy firm based in Vancouver, Canada.  During his term with Nxtech Wireless, Mr. Wong helped deploy Nxtech Wireless’ services in Singapore and rendered consultancy services for 5G Wireless, a California based Wireless Internet service provider.  Mr. Wong received his Bachelors of Arts (Honors in Communications) from Simon Fraser University in British Columbia, Canada in 2001.  Mr. Wong is not an officer or director of any other reporting issuer at this time.




Involvement in Certain Legal Proceedings





We are not aware of any material legal proceedings that have occurred within the past five years concerning any director, director nominee, or control person which involved a criminal conviction, a pending criminal proceeding, a pending or concluded administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.





Section 16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires executive officers and directors and persons who own more than ten percent of our common stock to file reports of ownership and changes in ownership with the SEC.  Such executive officers, directors and greater than ten percent stockholders are also required by SEC rules to furnish us with copies of all Section 16(a) forms they file.  Based on information supplied to the Company and filings made with the SEC, the Company believes that during the fiscal year ended March 31, 2011, all Section 16(a) filing requirements applicable to its directors, executive officers, and greater than ten percent beneficial owners were complied with.




20





Code of Ethics





At the present time, the Company has not adopted a code of ethics.  The Company intends to adopt a code of ethics in the near future.





Audit Committee





We do not have a separately designated standing audit committee.  The Board of Directors performs the functions of an audit committee, but no written charter governs the actions of the Board when performing the functions of what would generally be performed by an audit committee.  The Board approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting.  In addition, the Board reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.





We intend to appoint an audit committee in the future.





Nomination Committee





At the present time, the Company does not have a nomination committee.  The Company intends to adopt a nomination committee in the future.





When evaluating director nominees, our directors consider the following factors:





·
the appropriate size of our Board of Directors;


·
our needs with respect to the particular talents and experience of our directors;


·
the knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;


·
experience in political affairs;


·
experience with accounting rules and practices; and


·
the desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new Board members.





Our goal is to assemble a Board that brings together a variety of perspectives and skills derived from high quality business and professional experience.  In doing so, the Board will also consider candidates with appropriate non-business backgrounds.





Other than the foregoing, there are no stated minimum criteria for director nominees, although the Board may also consider such other factors as it may deem are in our best interests as well as our stockholders.  In addition, the Board identifies nominees by first evaluating the current members of the Board willing to continue in service.  Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination.  If any member of the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election, the Board then identifies the desired skills and experience of a new nominee in light of the criteria above.  Current members of the Board are polled for suggestions as to individuals meeting the criteria described above.  The Board may also engage in research to identify qualified individuals.  To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third party search firm, if necessary.  The Board does not typically consider shareholder nominees because it believes that its current nomination process is sufficient to identify directors who serve our best interests.




21





ITEM 11. EXECUTIVE COMPENSATION





In this item, “Named Executive Officer” means:





(i)
all individuals serving as the Company’s principal executive officer or acting in a similar capacity during the last completed fiscal year (“PEO”), regardless of compensation level;





(ii)
the Company’s two most highly compensated executive officers other than the PEO who were serving as executive officers at the end of the last completed fiscal year and whose total compensation exceeds $100,000; and








(iii)
up to two additional individuals for whom disclosure would have been provided pursuant to paragraph (ii) but for the fact that the individual was not serving as an executive officer of the Company at the end of the last completed fiscal year.








Summary Compensation Table


The following table contains disclosure of all plan and non-plan compensation awarded to, earned by, or paid to the Company’s Named Executive Officers by any person for all services rendered in all capacities to the Company and its subsidiaries during the Company’s fiscal years completed March 31, 2011, 2010 and 2009:


Name and principal position
Year
Salary

($)
Bonus

($)
Stock awards

($)
Option awards

($)
Non-equity incentive plan

compensation

($)
Nonqualified

deferred

compensation

earnings

($)
All other

compensation

($)
Total

($)(a)
(b)
I
(d)
(e)
(f)
(g)
(h)
(i)
(j)Hsien Loong Wong(1)

President, CEO, CFO, Treasurer, Secretary & Director
2011

2010

2009
$Nil

$Nil

$Nil
$Nil

$Nil

$Nil
$Nil

$Nil

$Nil
$Nil

$Nil

$Nil
$Nil

$Nil

$Nil
$Nil

$Nil

$Nil
$Nil

$Nil

$Nil
$Nil

$Nil

$Nil


Notes:


(1)
Mr. Hsien Loong Wong was appointed as a director and Secretary of the Company on August 10, 2007, and the President, CEO, CFO and Treasurer of the Company on December 31, 2007.





Narrative Disclosure to the Summary Compensation Table





We do not pay any compensation to our Named Executive Officers at this time.  However, we reserve the right to compensate our Named Executive Officers in the future with cash, stock, options, or some combination of the foregoing.





Outstanding Equity Awards at Fiscal Year-End





We do not have any equity compensation plans in effect.




22





Retirement Benefits and Change of Control





Not Applicable.





Director Compensation





The following table discloses the compensation of the directors of the Company for the Company’s fiscal year ended March 31, 2011 (unless already disclosed above):





Name
Fees earned or paid in cash

($)
Stock awards

($)
Option awards

($)
Non-equity incentive plan

compensation

($)
Nonqualified deferred

compensation earnings

($)
All other compensation

($)
Total

($)Hsien Loong Wong(1)
See Above.
See Above.
See Above.
See Above.
See Above.
See Above.
See Above.


Notes:


(1)
Mr. Hsien Loong Wong was appointed as a director and Secretary of the Company on August 10, 2007, and the President, CEO, CFO and Treasurer of the Company on December 31, 2007.





Narrative Disclosure to the Director Compensation Table





We do not pay any compensation to our directors at this time.  However, we reserve the right to compensate our directors in the future with cash, stock, options, or some combination of the foregoing.





ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





The following table sets forth information as of June 30, 2011 (the “Determination Date”), with respect to the Company’s directors, Named Executive Officers, and each person who is known by the Company to own beneficially, more than five percent (5%) of the Company’s common stock, and with respect to shares owned beneficially by all of the Company’s directors and executive officers as a group.  Common stock not outstanding but deemed beneficially owned by virtue of the right of an individual to acquire shares within 60 days is treated as outstanding only when determining the amount and percentage of common stock owned by such individual.  Except as noted, each person or entity has sole voting and sole investment power with respect to the shares shown.




23





As of the Determination Date, there are 9,547,169 (post reverse stock split) shares of common stock issued and outstanding.





Name and Address of Beneficial Owner
Position
Amount and Nature of Beneficial Ownership
Percent of

Common Stock(1)Hsien Loong Wong
President, CEO, CFO, Secretary, Treasurer and director
1,812,500

Direct
18.9%Peter Chi Jen Chen
shareholder
668,750

Direct
7.0%Rita Chou
shareholder
562,500

Direct
5.9%Directors and Officers as a group (1 person)

1,812,500
18.9%


Notes:


(1)
Beneficial ownership of common stock has been determined for this purpose in accordance with Rule 13d-3 under the Exchange Act, under which a person is deemed to be the beneficial owner of securities if such person has or shares voting power or investment power with respect to such securities, has the right to acquire beneficial ownership within 60 days or acquires such securities with the purpose or effect of changing or influencing the control of the Company.





Securities Authorized for Issuance Under Equity Compensation Plans





We do not have any equity compensation plans.





ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE





Since the beginning of our last fiscal year, neither of our directors, officers or principal stockholders, nor any associate or affiliate of the foregoing, have any material interest, direct or indirect, in any transaction, or in any proposed transaction, in which our Company was or is to be a participant and in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years.





Director Independence





As of the date of this annual report, our common stock is traded on the OTC Bulletin Board (the “OTCBB”).  The OTCBB does not impose on us standards relating to director independence or the makeup of committees with independent directors, or provide definitions of independence.  However, under the definition of “Independent Director” as set forth in the NYSE AMEX Company Guide Section 8.03A, we currently do not have a director that would qualify as an independent director under the definition in the AMEX Company Guide.





ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





The following table discloses the fees billed by our auditor in connection with the audit of the Company’s annual financial statements for the years ended March 31, 2011, and 2010.





Financial Statements for Year Ended March 31
Audit Fees(1)
Audit Related Fees(2)
Tax Fees(3)
All Other Fees(4)2011
$6,750
$Nil
$Nil
$Nil2010
$6,750
$Nil
$Nil
$Nil


Notes:


(1)
The aggregate fees billed for the fiscal year for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory engagements for that fiscal year.




24




(2)
The aggregate fees billed in the fiscal year for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported in Note 1.


(3)
The aggregate fees billed in the fiscal year for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.


(4)
The aggregate fees billed in the fiscal year for the products and services provided by the principal accountant, other than the services reported in Notes (1), (2) and (3).





Audit Committee’s Pre-Approval Practice





Our Board of Directors pre-approves all audit services to be performed by our independent registered public auditor unless certain services to be provided meet certain de minimis standards.





PART IV





ITEM 15. EXHIBITS, FINANCIAL STATEMENTS





Exhibits





Exhibit No.
Description of Exhibit3.1(1)
Articles of Incorporation, as amended.3.2(1)
Bylaws, as amended.3.3(2)
Articles of Merger filed with the Secretary of State of Nevada on September 7, 2007 and which is effective September 20, 20073.4(2)
Certificate of Change filed with the Secretary of State of Nevada on September 7, 2007 and which is effective September 20, 2007.3.5(3)
Articles of Merger filed with the Secretary of State of Nevada on May 21, 2008 and which was effective June 5, 20083.6(4)
Articles of Merger filed with the Secretary of State of Nevada on September 29, 2010 and which was effective on October 20, 2010.3.7(4)
Certificate of Change filed with the Secretary of State of Nevada on September 29, 2010 and which was effective October 20, 2010.10.1(5)
Farmout and Participation Agreement between Montello Resources (USA) Ltd., Park Place Energy Corp., Blackrock Petroleum Corp. and Austin Development Corp., having an effective date of February 26, 2008 and an execution date of March 10, 2008.10.2(6)
Letter Agreement between Montello Resources (USA) Ltd., Park Place Energy Corp., Blackrock Petroleum Corp. and Austin Development Corp., having an effective date of April 11, 2008.10.3(6)
Farmout and Participation Agreement between Montello Resources (USA) Ltd., Park Place Energy Corp., Blackrock Petroleum Corp. and Austin Development Corp., having an effective date of April 11, 2008.10.4(7)
Equalization and Joint Operating Agreement between the Company, Montello Resources (USA) Ltd., Park Place Energy Corp. and Austin Developments Corp., entered into on August 26, 2008.10.5(7)
Amending Agreement to the Equalization and Joint Operating Agreement between the Company and Montello Resources (USA) Ltd., entered into on August 21, 200810.6(8)
Letter Agreement between Nexgen Petroleum Corp. and Montello Resources Ltd., dated August 25, 2009. 10.7(9)
Settlement and Conversion of Debt Letter Agreement between Nexgen Petroleum Corp. and Sek Toh Tan, dated September 7, 2010.10.8(9)
Settlement and Conversion of Debt Letter Agreement between Nexgen Petroleum Corp. and Ong Cheng Guan, dated September 7, 2010.10.9(9)
Settlement and Conversion of Debt Letter Agreement between Nexgen Petroleum Corp. and Ket Kaew Wimontha, dated September 7, 2010.10.10(10)
Form of Agreement for the Sale and Assignment and Affirmation of Obligations.10.11(10)
Form of Agreement for Conversion of Indebtedness to Common Stock.10.12(11)
Share Exchange Agreement between Hubei Minkang Pharmaceutical Ltd., HBMK Pharmaceutical Limited and all the shareholders of HBMK Pharmaceutical Limited, dated July 8, 2011.
 25
  Exhibit No.
Description of Exhibit
 31.1
Certificate pursuant to Rule 13a-14(a)31.2
Certificate pursuant to Rule 13a-14(a)32.1
Certificate pursuant to 18 U.S.C. Section 135032.2
Certificate pursuant to 18 U.S.C. Section 135099.1
Letter of Intent between Hubei Minkang Pharmaceutical Ltd. and HBMK Pharmaceutical Limited, dated September 27, 2010, but executed on October 18, 201099.2
Extension Agreement between Hubei Minkang Pharmaceutical Ltd. and HBMK Pharmaceutical Limited, dated effective as of November 15, 2010.99.3
Extension Agreement #2 between Hubei Minkang Pharmaceutical Ltd. and HBMK Pharmaceutical Limited, dated April 30, 2011.99.4
Extension Agreement #3 between Hubei Minkang Pharmaceutical Ltd. and HBMK Pharmaceutical Limited, dated May 14, 2011.99.5
Extension Agreement #4 between Hubei Minkang Pharmaceutical Ltd. and HBMK Pharmaceutical Limited, dated May 28, 2011.99.6
Extension Agreement #5 between Hubei Minkang Pharmaceutical Ltd. and HBMK Pharmaceutical Limited, dated June 11, 2011.99.7
Extension Agreement #6 between Hubei Minkang Pharmaceutical Ltd. and HBMK Pharmaceutical Limited, dated June 25, 2011.


Notes:


(1)
Previously filed on Form SB-2 with the SEC via EDGAR on September 19, 2006, and incorporated by reference herein.


(2)
Previously filed on Form 8-Kwith the SEC via EDGAR on September 21, 2007, and incorporated by reference herein.


(3)
Previously filed on Form 8-Kwith the SEC via EDGAR on June 9, 2008, and incorporated by reference herein.


(4)
Previously filed on Form 8-K with the SEC via EDGAR on October 27, 2010, and incorporated by reference herein.


(5)
Previously filed on Form 8-Kwith the SEC via EDGAR on March 17, 2008, and incorporated by reference herein.


(6)
Previously filed on Form 10-KSB with the SEC via EDGAR on July 14, 2008, and incorporated by reference herein.


(7)
Previously filed on Form 10-Q with the SEC via EDGAR on November 14, 2008, and incorporated by reference herein.


(8)
Previously filed on Form 8-K with the SEC via EDGAR on September 11, 2009, and incorporated by reference herein.





(9)
Previously filed on Form 8-K with the SEC via EDGAR on September 22, 2010, and incorporated by reference herein.
 (10)
Previously filed on Form 8-K with the SEC via EDGAR on July 1, 2011, and incorporated by reference herein.
 (11)
Previously filed on Form 8-K with the SEC via EDGAR on July 11, 2011, and incorporated by reference herein.


26





SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 12th day of July, 2011.





HUBEI MINKANG PHARAMCEUTICAL LTD.

(Registrant)By: /s/ Hsien Loong Wong



Hsien Loong WongPresident, CEO, CFO, Secretary, Treasurer & Director





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:





Signature

Title

Date/s/ Hsien Loong Wong

Hsien Loong Wong

President, CEO, CFO, Secretary, Treasurer & Director

July 12, 2011





27





EXHIBIT INDEX





Exhibit #

Page#31.1
Certificate pursuant to Rule 13a-14(a).
2931.2
Certificate pursuant to Rule 13a-14(a).
3132.1
Certificate pursuant to 18 U.S.C. Section 1350.
3332.2
Certificate pursuant to 18 U.S.C. Section 1350.
3499.1
Letter of Intent between Hubei Minkang Pharmaceutical Ltd. and HBMK Pharmaceutical Limited, dated September 27, 2010, but executed on October 18, 2010
3599.2
Extension Agreement between Hubei Minkang Pharmaceutical Ltd. and HBMK Pharmaceutical Limited, dated effective as of November 15, 2010.
4099.3
Extension Agreement #2 between Hubei Minkang Pharmaceutical Ltd. and HBMK Pharmaceutical Limited, dated April 30, 2011.
4299.4
Extension Agreement #3 between Hubei Minkang Pharmaceutical Ltd. and HBMK Pharmaceutical Limited, dated May 14, 2011.
4499.5
Extension Agreement #4 between Hubei Minkang Pharmaceutical Ltd. and HBMK Pharmaceutical Limited, dated May 28, 2011.
4699.6
Extension Agreement #5 between Hubei Minkang Pharmaceutical Ltd. and HBMK Pharmaceutical Limited, dated June 11, 2011.
4899.7
Extension Agreement #6 between Hubei Minkang Pharmaceutical Ltd. and HBMK Pharmaceutical Limited, dated June 25, 2011.
50





28