As filed with the Securities and Exchange Commission on June 16, 2008
Registration No. 333-142355
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to the Form SB-2
on
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LOTUS PHARMACEUTICALS, INC.
(Name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
2834
(Primary Standard Industrial Classification Code Number)
20-0507918
(I.R.S. Employer Identification Number)
16 Cheng Zhuang Road
Feng Tai District
Beijing 100071 China
86-10-63899868
(Address, including zip code, and telephone number,
including area code, of registrants principal executive offices)
Dr.
Liu Zhong Yi
Chief Executive Officer
16 Cheng Zhuang Road
Feng Tai District
Beijing 100071 China
86-10-63899868
with a copy to:
Mr.
Adam Wasserman,
Chief Financial Officer
1643 Royal Grove Way
Weston, Florida 33327
telephone: 877-801-0344
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
with a copy to:
James M. Schneider, Esq.
Schneider Weinberger & Beilly LLP
2200 Corporate Boulevard N.W.
Suite 210
Boca Raton, Florida 33431
telephone (561) 362-9595
telecopier (561) 362-9612
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:
[ ]
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed
pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company:
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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[√]
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(Do not check if a smaller reporting company)
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates
to the registration statement on Form SB-2, SEC File No. 333-142355, of Lotus Pharmaceuticals, Inc. as declared effective by the
Securities and Exchange Commission on May 4, 2007. Such registration statement registered an aggregate of 3,000,000 shares of common
stock issuable upon the possible conversion of $3,000,000 principal amount Secured Convertible Notes.
On February 12, 2007, we entered into
Subscription Agreements with the selling stockholders named in the registration statement pursuant to which we issued and sold the
Secured Convertible Notes. The maturity date of the notes was February 12, 2008. Interest on the notes commenced accruing on
February 12, 2007 and was payable on April 30, 2007 and on the last business day of each calendar quarter thereafter. Interest was
payable in cash, except that upon notice to the purchasers in writing not less than 15 trading days prior to the relevant interest
payment date, we had the option of delivering shares of common stock that were registered exclusively for the purpose of satisfying
the payment of interest and not principal valued at 75% of the average of the three lowest closing bid prices of the common stock as
report by Bloomberg L.P. for the 20 trading days ending on the trading day preceding the relevant interest payment date. In the
event of default under the terms of the notes, at the option of the purchaser, all sums of principal and interest remaining unpaid
would become immediately due and payable. The notes were convertible into shares of our common stock a rate equal to $1.00 per
share, subject to adjustment.
Between October 2007 and January 2008
the selling stockholders converted an aggregate of $480,000 Secured Convertible Notes into 480,000 shares of our common stock and
have subsequently sold such securities. On February 25, 2008 we satisfied the remaining $2,520,000 principal amount of the notes and
all accrued but unpaid interest through a cash payment. As a result of the satisfaction of the notes and pursuant to the
undertakings contained in the registration statement to remove from registration, by means of a post-effective amendment, any of the
securities being registered which remain unsold at the termination of the offering, we are filing this Post-Effective Amendment to
deregister the remaining 2,520,000 shares of our common stock which were issuable upon the possible conversion of the
notes.
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SIGNATURES
In accordance with the Securities Act
of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form
S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in the city of Beijing, China on June
16, 2008.
Lotus Pharmaceuticals, Inc.
By:
/s/ Liu Zhong Yi
Dr. Liu Zhong Yi, Chief Executive Officer and director
Pursuant to the requirements of the
Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates
indicated.
/s/ Liu Zhong Yi
Liu Zhong Yi
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Chief Executive Officer, Chairman of the Board
(principal executive officer)
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June 16, 2008
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/s/ Adam Wasserman
Adam Wasserman
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Chief Financial Officer
(principal accounting and financial officer)
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June 16, 2008
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/s/
Ian Ashley
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Director
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June 16, 2008
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/s/ *
Li Ping
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Director
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June 16, 2008
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/s/ *
Liu Jin
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Director
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June 16, 2008
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/s/
Caeli Widger
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Director
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June 16, 2008
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/s/ *
Xian Xuemei
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Director
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June 16, 2008
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/s/ *
Song Zhenghong
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Director
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June 16, 2008
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* /s/ By: Adam Wasserman
Adam Wasserman
Attorney-in-Fact
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The foregoing represents a majority of the Board of Directors.
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