LTUS Lotus Pharmaceuticals Inc (PK)

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment relates to the registration statement on Form SB-2, SEC File No. 333-142355, of Lotus Pharmaceuticals, Inc. as declared effective by the Securities and Exchange Commission on May 4, 2007. Such registration statement registered an aggregate of 3,000,000 shares of common stock issuable upon the possible conversion of $3,000,000 principal amount Secured Convertible Notes.

On February 12, 2007, we entered into Subscription Agreements with the selling stockholders named in the registration statement pursuant to which we issued and sold the Secured Convertible Notes. The maturity date of the notes was February 12, 2008. Interest on the notes commenced accruing on February 12, 2007 and was payable on April 30, 2007 and on the last business day of each calendar quarter thereafter. Interest was payable in cash, except that upon notice to the purchasers in writing not less than 15 trading days prior to the relevant interest payment date, we had the option of delivering shares of common stock that were registered exclusively for the purpose of satisfying the payment of interest and not principal valued at 75% of the average of the three lowest closing bid prices of the common stock as report by Bloomberg L.P. for the 20 trading days ending on the trading day preceding the relevant interest payment date. In the event of default under the terms of the notes, at the option of the purchaser, all sums of principal and interest remaining unpaid would become immediately due and payable. The notes were convertible into shares of our common stock a rate equal to $1.00 per share, subject to adjustment.

Between October 2007 and January 2008 the selling stockholders converted an aggregate of $480,000 Secured Convertible Notes into 480,000 shares of our common stock and have subsequently sold such securities. On February 25, 2008 we satisfied the remaining $2,520,000 principal amount of the notes and all accrued but unpaid interest through a cash payment. As a result of the satisfaction of the notes and pursuant to the undertakings contained in the registration statement to remove from registration, by means of a post-effective amendment, any of the securities being registered which remain unsold at the termination of the offering, we are filing this Post-Effective Amendment to deregister the remaining 2,520,000 shares of our common stock which were issuable upon the possible conversion of the notes.

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