UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT TO~~Pursuant ~~SECTION~~to Section 13 OR 15(d) OFof ~~THE~~The Securities Exchange Act of 1934

~~SECURITIES EXCHANGE~~Date ~~ACT~~of OFReport ~~1934~~(Date of earliest event reported): March 6, 2013

Date of Report (Date of earliest event reported): December 15, 2010

BENDA PHARMACEUTICAL, INC.

(Exact name of registrant as specified in charter)

Delaware

Delaware		000-16397		41-2185030
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

(State or other Jurisdiction of Incorporation or Organization)

Taibei Mingju, 4^th Floor 6 Taibei Road, Wuhan, Hubei Province People’s Republic of China		430015
(Address of principal executive offices)		(Zip Code)

000-16397		Taibei Mingju, 4th Floor, 6 Taibei Road, Wuhan, Hubei Province, 430015, PRC		41-2185030
(Commission File Number)		(Address of Principal Executive Offices and zip code)		(IRS Employer Identification No.)

Registrant's telephone number, including area code: +86 (27) 85494916

~~+86 (27)~~Not ~~85494916~~Applicable

(Registrant's telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8 1.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~As previously~~On ~~disclosed,~~March ~~on December 30~~6, ~~2009~~2013, Benda Pharmaceutical, Inc. (“we,” “us,” “our,” or the “Company”) ~~was~~entered ~~served~~into ~~with~~ a ~~Summons~~final ~~and~~settlement ~~Complaint~~agreement ~~filed~~and ~~by Pope~~release ~~Investments, LLC~~ (the “~~Pope~~Settlement Agreement”) inwith ~~the~~Pope ~~Court~~Investments ofLLC ~~Chancery of the State of Delaware~~ (~~the~~ “~~Court~~Pope”), ~~against~~Yiqing ~~the~~Wan ~~Company~~ and ~~our~~Wei ~~officers and directors~~Xu. ~~Pope~~ ~~filed~~As ~~the~~previously ~~Summons~~disclosed, ~~and~~Pope ~~Complaint~~holds ~~as a judgment~~an ~~creditor~~interest ~~and~~in as22,337,998 ashares ~~shareholder~~ of ~~the Company. Pope alleges that the assets and profits of~~ our ~~subsidiary~~common ~~company~~stock ~~have been wrongfully diverted by our officers~~ and ~~directors~~is ~~and requests the appointment of~~ a ~~receiver~~creditor to ~~liquidate~~ ~~and~~certain ~~wind~~notes ~~down~~issued ~~the~~in ~~business~~March ~~affairs~~2007 of (the ~~Company~~“Notes”). In ~~connection~~In ~~with~~November ~~the filing of the Summons and Complaint~~2009, Pope ~~has~~obtained ~~also filed~~ a ~~motion~~ ~~for~~judgment aagainst ~~Preliminary~~us ~~Injunction~~in ~~Motion~~New ~~seeking~~York tostate ~~enjoin~~court ~~the~~with ~~Company~~respect ~~and~~to ~~our officers~~its ~~and~~rights ~~directors~~under ~~from~~the ~~taking~~Notes ~~any~~in ~~further actions to divert~~ the ~~corporate~~ ~~assets~~amount ~~and profits~~ of ~~our~~approximately ~~subsidiary~~$6.5 ~~company~~million ~~and~~(the ~~for expedited discovery proceedings~~“Judgment”). Pope ~~further~~contends ~~requests~~ the ~~imposition~~Judgment ofwas avalued ~~constructive trust,~~at anapproximately ~~accounting,~~$8 ~~damages~~million as ~~for an alleged breach~~ of ~~fiduciary~~May ~~duty~~15, by2012. ~~the Company’s~~On ~~officers~~December ~~and~~29, ~~directors~~2009, ~~and~~Pope ~~attorneys’~~filed ~~fees. An~~a ~~expedited hearing~~lawsuit onagainst ~~Pope’s~~the ~~application~~Company ~~seeking~~and ~~the~~its ~~appointment~~officers ofand adirectors ~~receiver~~ (the “~~Application~~Lawsuit”). The ~~was~~Settlement ~~held~~Agreement onsettles ~~March~~our ~~29,~~obligation ~~2010. The~~under ~~parties~~the ~~filed post-trial~~Notes, ~~briefs~~Judgment onand ~~April 7, 2010~~Lawsuit.

~~On December~~Pursuant ~~15,~~to ~~2010~~the Settlement Agreement, we or our designee shall pay the ~~Court~~sum of $8,500,000 to Pope in atwo ~~written~~installments: ~~decision~~(i) $500,000 ~~denied~~(the ~~Pope’s~~“Deposit”) ~~expedited application~~within ~~pursuant~~five tocalendar ~~Count~~days Iof the execution of ~~its~~the ~~Compliant~~Settlement ~~seeking~~Agreement; and (ii) $8,000,000 (the ~~appointment~~“Final Payment”) upon the later of (a) fifty calendar ~~receiver~~days of the Company or its designee tendering the Deposit to ~~assume~~Pope; ~~management~~or (b) to the extent required by law, but within no more than one hundred calendar days of ~~Benda~~Pope’s ~~affairs~~receipt of the Deposit, the receipt of all required government approvals and approvals of stockholders and directors of the Company. The ~~Motion~~Deposit ~~to Dismiss~~is non-refundable except if Pope’s ~~Complaint~~breaches ~~against~~the Settlement Agreement. In the ~~Benda~~event ~~directors~~that ~~and~~the ~~officers~~Company ~~named~~breaches asor fails to satisfy its obligations under the Settlement Agreement, Pope may retain the Deposit ~~defendants~~all ~~remains~~of ~~pending~~which shall be credited towards principal on the Judgment.

~~Item 9.01 Financial~~The ~~Statements~~Deposit ~~and~~was paid to Pope by Sure Ace Investments Limited, ~~Exhibits~~the designee of Benda, on March 12, 2013.

~~None~~Upon receipt of the Deposit and the Final Payment, Pope shall (i) dismiss the Lawsuit within 7 days of the Final Payment, (ii) forfeit and release its rights to assert any claims, liabilities and causes of action against us and related parties within 7 days of the Final Payment, (iii) assign the Judgment and all rights as judgment creditor to us or our designee, (iv) assign the Notes and all residual rights to us or our designee and deliver the Notes marked cancelled to us or our designee, and (v) assign and transfer all equity and beneficial ownership interests of the Company and deliver such certificates evidencing the interest to us or our assignee.

~~SIGNATURE~~As a condition to the transaction, Yiqing Wan and Wei Xu entered into a letter agreement with Pope pursuant to which Yiqing Wan and Wei Xu agreed that they would not enter into, on behalf of the Company or its Chinese operating companies, any agreement to sell, hypothecate, mortgage, transfer, dispose of, or otherwise liquidate the assets outside of the ordinary course of business, during the period commencing at the time the Deposit was made until the earlier of (i) the Final Payment is made, or (ii) 100 days after the Deposit was made.

~~Pursuant~~In addition, we also entered into a convertible note put option toagreement (the ~~requirements~~“Put ofOption”) ~~the~~and ~~Securities~~a ~~Exchange~~convertible ~~Act~~note ofcall ~~1934~~option agreement (the “Call Option”) with Pope, Yiqing Wan and Wei Xu. Pursuant to the ~~Registrant~~agreements, ~~has~~Pope committed to use “best efforts” to obtain assignable call options ~~duly~~for ~~caused~~the ~~this~~purchase ~~Report~~of oncertain ~~Form~~notes ~~8-K~~issued in March 2007 from the third party holders totalling $1,080,000. Pope will have the option to besell ~~signed~~to onthe Company or its ~~behalf~~designee bysuch notes after Pope acquires them. The Company and the designee agree to pay 50% of the ~~undersigned~~par ~~hereunto~~value ~~duly~~of ~~authorized~~each note that Pope acquires.

	BENDA PHARMACEUTICAL, INC.
Date: December 22, 2010	By:	/s/ Yiqing Wan
		Yiqing Wan President, Chief Executive Officer, Chief Financial and Accounting Officer and Chairman of the Board of Directors

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information presented in Item 1.01 hereof with respect to the Settlement Agreement is hereby incorporated by reference in this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

None.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	BENDA PHARMACEUTICAL, INC.

Date: March 26, 2013	By:	/s/ Yiqing Wan
		Yiqing Wan President, Chief Executive Officer, Chief Financial and Accounting Officer and Chairman of the Board of Directors

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