0001166134-13-000009.txt : 20130214 0001166134-13-000009.hdr.sgml : 20130214 20130214144212 ACCESSION NUMBER: 0001166134-13-000009 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130214 DATE AS OF CHANGE: 20130214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TIANYIN PHARMACEUTICAL CO., INC. CENTRAL INDEX KEY: 0001362718 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 204857782 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-83507 FILM NUMBER: 13612218 BUSINESS ADDRESS: STREET 1: 23RD FLOOR, UNIONSUN YANGKUO PLAZA STREET 2: NO.2, BLOCK 3, RENMIN ROAD SOUTH CITY: CHENGDU, P.R. STATE: F4 ZIP: 610041 BUSINESS PHONE: 0086-028-86154737 MAIL ADDRESS: STREET 1: 23RD FLOOR, UNIONSUN YANGKUO PLAZA STREET 2: NO.2, BLOCK 3, RENMIN ROAD SOUTH CITY: CHENGDU, P.R. STATE: F4 ZIP: 610041 FORMER COMPANY: FORMER CONFORMED NAME: VISCORP, INC. DATE OF NAME CHANGE: 20060515 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POPE ASSET MANAGEMENT, LLC CENTRAL INDEX KEY: 0001166134 IRS NUMBER: 621871308 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 5100 POPLAR AVE STREET 2: STE 805 CITY: MEMPHIS STATE: TN ZIP: 38137 BUSINESS PHONE: 901 763 4001 MAIL ADDRESS: STREET 1: 5100 POPLAR AVE STREET 2: STE 805 CITY: MEMPHIS STATE: TN ZIP: 38137 FORMER COMPANY: FORMER CONFORMED NAME: POPE ASSET MANAGEMENT LLC DATE OF NAME CHANGE: 20020128 SC 13G 1 tpi13g021513.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Tianyin Pharmaceutical Company, Inc. (Name of Issuer) Common (Title of Class of Securities) 88630M104 (CUSIP Number) 12/31/2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ x ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however see the Notes). CUSIP No. 88630M104 1. Names of Reporting Persons. Pope Investments II LLC I.R.S. Identification Nos. of above persons 26-0281944 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. Not applicable 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 2,931,394 See Item 4 below. 6. Shared Voting Power 2,931,394 See Item 4 below. 7. Sole Dispositive Power 2,931,394 See Item 4 below. 8. Shared Dispositive Power 2,931,394 See Item 4 below. 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,931,394 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Item 4 below. 11. Percent of Class Represented by Amount in Row (9) 9.99% See Item 4 below. 12. Type of Reporting Person (See Instructions) OO 1. Names of Reporting Persons. Pope Investments LLC I.R.S. Identification Nos. of above persons 20-3955985 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. Not applicable 4. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 87,850 See Item 4 below. 6. Shared Voting Power 87,850 See Item 4 below. 7. Sole Dispositive Power 87,850 See Item 4 below. 8. Shared Dispositive Power 87,850 See Item 4 below. 9. Aggregate Amount Beneficially Owned by Each Reporting Person 87,850 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Item 4 below. 11. Percent of Class Represented by Amount in Row (9) 0.30% See Item 4 below. 12. Type of Reporting Person (See Instructions) OO 1. Names of Reporting Persons. Pope Asset Management, LLC I.R.S. Identification Nos. of above persons 62-1871308 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Tennessee Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 5,105,165* 6. Shared Voting Power 0 7. Sole Dispositive Power 5,105,165* 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 5,105,165* *The amount reported above includes an aggregate of ownership by Pope Asset Management, LLC, Pope Investments LLC nd Pope Investments II LLC. Pope Asset Management, LLC is the investment advisor for Pope Investments II LLC and Pope Investments LLC. Pope Investments II LLC directly owns 2,931,394 shares of Tianyin Pharmaceutical Co. Inc. Pope Investments LLC directly owns 87,850 shares of Tianyin Pharmaceutical Co. Inc. Therefore, Pope Asset Management, LLC, as investment advisor to Pope Investments II LLC and Pope Investments LLC could be deemed to be beneficial owners of 5,105,165 shares of Tianyin Pharmaceutical Co. Inc in such that Pope Asset Management directly owns 2,085,921 shares. 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 17.40% 12. Type of Reporting Person (See Instructions) IA * See Item 4 below. Names of Reporting Persons. William P. Wells I.R.S. Identification Nos. of above persons 426961338 2. Check the Appropriate Box if a Member of a Group (a) (b) 3. SEC Use Only 4. Citizenship or Place of Organization Tennessee Number of Shares Beneficially Owned by Each Reporting Person With 5. Sole Voting Power 5,105,165* 6. Shared Voting Power 0 7. Sole Dispositive Power 5,105,165* 8. Shared Dispositive Power 0 9. Aggregate Amount Beneficially Owned by Each Reporting Person 5,105,165 *The amount reported above includes an aggregate of ownership by Pope Asset Management, LLC, Pope Investments LLC and Pope Investments II LLC. Pope Asset Management, LLC is the investment advisor for Pope Investments II LLC and Pope Investments LLC. William P. WElls is the Chief Manager of Pope Asset Management, LLC. Pope Investments II LLC owns 2,931,394 shares of Tianyin Pharmaceutical Co. Inc. Pope Investments LLC owns 87,850 shares of Tianyin Pharmaceutical Co. Inc. Therefore, William P. Wells as Chief Manager of Pope Asset Management, LLC and because Pope Asset Management, LLC serves as investment advisor to Pope Investments II LLC and Pope Investments LLC, then William P. Wells could be deemed to be beneficial owner of 5,105,165 shares of Tianyin Pharmaceutical Co. Inc in such that Pope Asset Management directly owns 2,085,921 shares. 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares See Item 4 below 11. Percent of Class Represented by Amount in Row (9) 17.40%* 12. Type of Reporting Person (See Instructions) IN * See Item 4 below. Item 1. (a) Name of Issuer Tianyin Pharmaceutical Co. Inc. (b) Address of Issuer's Principal Executive Offices 11TH FLOOR, S. TOWER, JINJIANG TIMES GARDEN,107 JIN LI ROAD WEST CHENGDU, P.R., 610072 Item 2. (a) This statement is filed by and on behalf of: (i) Pope Investments II LLC, a Delaware limited liability company ("Pope 2"); (ii) Pope Asset Management, LLC, a Tennessee limited liability company ("Pope Asset"); and (iii) William P. Wells ("Mr. Wells"). Pope Asset serves as an investment adviser and/or manager to various persons, including Pope 2. Pope Asset is the sole manager for Pope 2 and has sole voting control and investment and disposition power and discretion with respect to all securities held by Pope 2. Pope Asset may be deemed to beneficially own shares owned and/or held by and for the account of and/or benefit of various persons, including Pope 2. Mr. Wells is the sole manager of Pope Asset. Mr. Wells may be deemed to beneficially own shares owned and/or held by and/or for the account of and/or benefit of Pope 2. Pope Asset and Mr. Wells each declares that neither the filing of this statement nor anything herein shall be construed as an admission that such reporting person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. Each of the reporting persons may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer, or (ii) a member of any group with respect to the issuer or any securities of the issuer. Pope 2, Pope Asset and Mr. Wells have entered into a Joint Filing Agreement, a copy of which is filed with this statement as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. (b) Address of Principal Business Office or if none, Residence 5100 Poplar Ave Ste 805 Memphis TN 38137 (c) Citizenship (i) Pope 2 - Delaware (ii) Pope Asset Management - Tennessee (iii) Mr. Wells - Tennessee (iv) Pope Inv - Delaware (d) Title of Class of Securities Common Stock (and warrants held by Pope 2 as more fully described in Item 4 below.) (e) CUSIP Number 88630M104 Item 3. If this statement is filed pursuant to 240.13d-1(b) or 240.13d-2(b) or (c) check whether the person filing is a: Not applicable. Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. For purposes of this statement the total number of shares reported as beneficially owned by the Reporting Persons is 5,105,165 of common a stock. For purposes of determining percentage of outstanding shares with respect to this statement, the Reporting Persons have relied upon information obtained from the issuer's 10-Q release filed on November 14, 2012 and that the number of shares of the issuer was 29,332,791 shares of common stock. Additionally, See Item 2 above. (a) Amount Beneficially Owned: 5,105,165* (b) Percent of Class: 17.40%. (c) Number of shares as to which the person has: (i) Sole power to vote or direct the vote: 5,105,165 See Item 5 of each cover page for the respective reporting persons and Item 4 above. (ii) Shared power to vote or to direct the vote: 0 See Item 6 of each cover page for the respective reporting persons and Item 4 above (iii) Sole power to dispose or direct the disposition of: 5,105,165 See Item 7 of each cover page for the respective reporting persons and Item 4 above. (iv) Shared power to dispose or to direct the disposition of: 0 See Item 8 of each cover page for the respective reporting persons and Item 4 above. Pope Asset and Mr. Wells do not directly own any shares of the issuer's Common Stock or any Warrants to purchase shares of the Issuer's Common Stock. Pope Asset is the sole Manager of Pope 2 and Pope Investments LLC. Mr. Wells is the Manager of Pope Asset. Pope Asset may be deemed to beneficially own shares owned and/or held by and for the account of and/or benefit of various persons, including Pope 2. Mr. Wells may be deemed to own shares owned and/or held by and/or for the account of and/or benefit of Pope 2 and Pope Investments LLC. Each of Pope Asset and Mr. Wells declares that neither the filing of this statement nor anything herein shall be construed as an admission that such reporting person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. Item 5. Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Instruction: Dissolution of a group requires a response to this item. Item 6. Ownership of More than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Pope Asset serves as an investment adviser and/or manager to various persons, including Pope 2 and Pope Investments LLC. Pope Asset is the sole manager for Pope 2 and Pope Investments LLC and has sole voting control and investment and disposition power and discretion with respect to all securities held by Pope 2 and Pope Investments LLC. Pope Asset may be deemed to beneficially own shares owned and/or held by and for the account of and/or benefit of various persons, including Pope 2 and and Pope Investments LLC. Mr. Wells is the chief manager of Pope Asset. Mr. Wells may be deemed to own shares owned and/or held by and/or for the account of and/or benefit of Pope 2 and Pope Investments LLC. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Item 8. Identification and Classification of Members of the Group If a group has filed this schedule pursuant to 240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to 240.13d-1(c) or 240.13d-1(d), attach an exhibit stating the identity of each member of the group. Item 9. Notice of Dissolution of Group Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. Item 10. Certification (a) The following certification shall be included if the statement is filed pursuant to 240.13d-1(b): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. 02/15/2013 Date Pope Asset Management BY: Pope Asset Management, LLC, Manager William P. Wells/President Pope Investments II LLC By: Pope Investments II LLC Signature William P. Wells/Managing Member Name/Title Pope Investments LLC By: Pope Investments LLC Signature William P. Wells/Managing Member Name/Title Exhibit 99.1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Common Stock, Tianyin Pharmaceutical Co., Inc., a Delaware corporation, is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in a accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: February 14, 2013. Pope Investments LLC By: Pope Asset Management, LLC, Manager Signature William P. Wells/Managing Member Name/Title Pope Investments II LLC By: Pope Asset Management, LLC, Manager Signature William P. Wells/Managing Member Name/Title By: Pope Asset Management, LLC, Manager Signature William P. Wells/President Name/Title By: William P. WElls Signature William P. Wells/President Name/Title