Monday, January 28, 2008

VisCorp, Inc. acquires BVI-controlled Chengdu Tianyin Pharmaceutical and completes private placement in the amount of $10.2 mln

On January 16, 2008, Delaware corporation Viscorp, Inc. acquired all of the issued and outstanding capital stock of Raygere Limited, a company organized under the laws of the British Virgin Islands. This BVI company conducts its business through China-based Chengdu Tianyin Pharmaceutical Co., LTD., a corporation that develops, manufactures, markets and sells traditional Chinese medicines and other pharmaceuticals.

The company Chengdu Tianyin was established in 1994, acquired in whole by the current management team in 2003. The company currently manufactures and markets a comprehensive portfolio of 34 products, having an extensive nationwide distribubtion network throughout China. For the fiscal year 2007 ending June 30, Chengdu Tianyin achieved revenue and net income of US$20.36M and US$4.22.

As a result of the above Share Exchange, 12,790,800 shares of VisCorp common stock were issued to Raygere, and the BVI company became Viscorp's wholly owned subsidiary. Following the share exchange, VisCorp's operations will consist primarily of the operations of Tianyin. Also, pursuant to the share exchange, VisCorp will change its name to Tianyin Pharmaceutical, Co., Inc.

Along with the closing of the share exchange, VisCorp completed a private equity financing of $10,225,000, with 24 accredited investors. Net proceeds from the offering in the amount of approximately $9,200,000 will be used principally to the expansion of Tianyin's manufacturing facility located in Chengdu. In connection with the financing, the company agreed to file a registration statement for the resale of the Common Stock underlying the Securities on or before February 14, 2008.

After the Share Exchange and conversion of the notes into common stock, Viscorp will have 14,587,500 issued and outstanding shares of Common Stock. Effective as of the close of the share exchange, VisCorp's officers resigned and appointed Dr. Guoqing Jiang, MD as Chairman of the Board and CEO; the other executive officers of Chengdu Tianyin will be elected as executive officers of VisCorp in the near future.