SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Abacus Investments Ltd.

(Last)

(First)

(Middle)

C/O BEIJING MED-PHARM CORPORATION

600 W. GERMANTOWN PIKE, SUITE 400

(Street)

PLYMOUTH MEETING

19462

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BEIJING MED PHARM CORP [ BJGP ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/20/2006		P		833,325	A	$100,000⁽¹⁾	8,640,834	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants	$5.625⁽²⁾	12/20/2006		P		166,650		12/20/2006	12/20/2011⁽³⁾	Common Stock	166,650	$100,000⁽¹⁾	166,650	D

Explanation of Responses:

1. On December 20, 2006, Abacus Investments Limited purchased 833,325 shares of Common Stock, par value $0.001 and 166,650 Warrants to purchase Common Stock for an aggregate purchase price of $3,750,000 from Beijing Med-Pharm Corporation in a private placement. Beijing Med Pharm Corporation sold the Common Stock and Warrants as Units. Each Unit consisted of 22,222 shares of Common Stock and a Warrant to purchase 4,444 shares of Common Stock. The purchase price per Unit was $100,000. Abacus Investments Limited purchased 37.5 Units.

2. The exercise price of the Warrants is subject to adjustment under certain circumstances. If Beijing Med-Pharm Corporation fails to file a registration statement with the SEC covering the resale of the Common Stock and shares of Common Stock issuable upon exercise of the Warrants purchased by Abacus Investments Limited in the private placement within 105 days after December 20, 2006 (the "Closing Date") or such registration statement is not declared effective by the SEC within 180 days after the Closing Date (each a "Registration Default"), Beijing Med-Pharm Corporation will reduce the exercise price of the Warrants by $0.25 for each full 30 days that a Registration Default exists.

3. The Warrants expire on the earliest of (i) December 20, 2011, (ii) a change of control of Beijing Med-Pharm Corporation or (iii) 45 days after written notice is delivered to Abacus Investments Limited that the Common Stock has traded at a price in excess of 200% of the exercise price of the Warrants for 20 consecutive trading days.

	Fred M. Powell, By Power of Attorney	12/22/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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