China Medicine Corporation is a developer and leading distributor of prescription and over the counter ('OTC') drugs, traditional Chinese medicine products, herbs and dietary-supplements, medical devices, and medical formulations in China. China Medicine also has its research and development force for certain products it manufactures through OEM arrangement makes the distribution. The Company distributes its products to wholesale distributors including more than 300 hospitals and 500 medicine companies that sell to over 2,000 drug stores in 28 provinces throughout China. The Company actively develops a number of proprietary products for a variety of uses, including oncology, high blood pressure and the removal of toxins from food and animal feeds.

As a result of the Financing, upon and as of the Closing, the Investor will own approximately 54% of our issued and outstanding shares of common stock, on a fully-diluted basis.

The Subscription Agreement, also provides that our Board may establish a remuneration committee (the “Remuneration Committee”), and the Remuneration Committee, or our Board if the Remuneration Committee is not yet established, will establish a management incentive plan which will provide for share based compensation of up to a maximum of 8% of the total issued and outstanding shares of Common Stock on a fully diluted basis as of the Closing to our management upon the attainment of performance milestones to be determined by the Remuneration Committee or the Board for 2010 through 2013.

Reverse Merger Filing