- Amended Annual Report (10-K/A)
19 Ottobre 2011 - 10:55PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/AMENDMENT NO. 2
(Mark One)
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X
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For
the year ended
June 30, 2011
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the transition period from___________ to __________
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Commission file number
000-50156
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MOLECULAR PHARMACOLOGY (USA) LIMITED
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(Exact name of registrant as specified in its charter)
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NEVADA
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71-0900799
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Drug Discovery Centre, 284 Oxford Street, Leederville 6007
Perth, Western Australia
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
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011-61-8-9443-3011
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Not Applicable
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Not Applicable
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Securities registered pursuant to Section 12(g) of the Act:
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Common Stock with a par value of $0.001 per share
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Indicate by check
mark if the registrant is a well known seasoned issuer, as defined by Rule 405
of the Securities Act
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Yes
o
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No
x
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Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13
or Section 15(d) of the Act
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Yes
x
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No
o
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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 preceding12 months (or
for such shorter period that the registrant was required to file such
reports), and
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(2) has been subject
to such filing requirements for the past 90 days.
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Yes
x
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No
o
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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 (S 232.405 of this chapter) during the
preceding 12
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months (or for such
shorter period that the registrant was required to submit and post such
files).
Not Applicable
.
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Yes
o
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No
o
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Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (S
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
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incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Not Applicable
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Yes
o
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No
o
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i
Indicate by check mark whether the
registrant is large accelerated filer, an accelerated filer, a non accelerated
filer, or a small reporting company. See the definitions of "large accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act
(Check one):
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
x
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Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act)
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Yes
o
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No
x
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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.
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23,553,740 common shares @ $0.0051
(1)
=
$120,124.07
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(1) Last close price on June 30, 2011
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APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
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Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Section
12, 13 and 15(d) of the
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Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court
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Yes
o
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No
o
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Not Applicable
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(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
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Indicate the number of shares
outstanding of each of the Registrant's classes of common stock, as of the
latest practicable date.
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111,553,740 common shares issued and outstanding as of
September 7, 2011.
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DOCUMENTS INCORPORATED BY REFERENCE
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None
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ii
We are filing this Amendment No. 2 ("Form 10-K/A") to our Annual Report on Form
10-K for the Fiscal Year Ended June 30, 2011, originally filed with the
Securities and Exchange Commission (the "SEC") on September 30, 2011 (the "Form
10-K") in order to file the interactive data files in XBRL format required by
Rule 405 of Regulation S-T and Item 601 of Regulation S-K. These XBRL
documents did not attach properly to the Amendment No. 1 filing.
In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as
amended, each item of the Form 10-K that is amended by this Form 10-K/A is
restated in its entirety, and this Form 10-K/A is accompanied by currently dated
certifications on Exhibits 31.1, 31.2, and 32.1 by our Chief Executive Officer
and Chief Financial Officer.
Except as expressly set forth in this Form 10-K/A, we are not amending any other
part of the Form 10-K. This Form 10-K/A does not reflect events occurring after
the filing of the Form 10-K or modify or update any related or other
disclosures, including forward-looking statements, unless expressly noted
otherwise. Accordingly, this Form 10-K/A should be read in conjunction with the
Form 10-K and with our other filings made with the SEC subsequent to the filing
of the Form 10-K, including any amendments to those filings.
For reference purposes only, the index to exhibits related to Exhibit 101 (for
interactive data files) is set forth below.
INDEX TO EXHIBITS
These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of
Regulation S-K:
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Exhibit
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Number
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Description
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101.INS
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XBRL Instance Document.
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101.SCH
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XBRL Taxonomy Extension Schema.
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Labels Linkbase.
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase.
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1
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
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MOLECULAR
PHARMACOLOGY (USA) LIMITED
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BY:
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/s/ Jeffrey D. Edwards
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Jeffrey D. Edwards, President and Chief Executive Officer,
Chief Financial Officer and Member of the Board of Directors
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Date:
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October 18, 2011
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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
registrant and in the capacities and on the dates indicated:
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BY:
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/s/ Jeffrey D. Edwards
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Jeffrey D. Edwards, President and Chief Executive Officer,
Chief Financial Officer and Member of the Board of Directors
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Date:
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October 18, 2011
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