UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K/A
(Amendment
No. 2)
ANNUAL
REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
(Mark
One)
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x
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ANNUAL REPORT PURSUANT TO
SECT ION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended September 30, 2009
Or
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period
from to
Commission
file number: 001-34484
(Exact
Name of Registrant as Specified in Its Charter)
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Nevada
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33-0215298
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(State
or other jurisdiction of incorporation or
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(I.R.S.
Employer
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organization)
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Identification
No.)
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Winner
Industrial Park, Bulong Road
Longhua,
Shenzhen City, 518109
People’s
Republic of China
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (86) 755-28138888
Securities
registered pursuant to Section 12(b) of the Act:
None
Securities
registered pursuant to Section 12(g) of the Act:
Common
stock, $.001 par value
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No x
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer or a small reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “small
reporting company” in Rule 12b-2 of the Securities Exchange Act of
1934.
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Accelerated
filer o
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Non-accelerated
filer o
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Small
reporting company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Securities Exchange Act). Yes o No x
As of
August 20, 2010, there were 23,950,740 shares of the Registrant’s common stock
outstanding.
1
On
December 7, 2009, Winner Medical Group Inc. (the “Company”) filed its Annual
Report on Form 10-K for the fiscal year ended September 30, 2009 (the “Initial
Form 10-K”). On August 12, 2010, the Company filed an amendment to the Initial
Form 10-K (the “Form 10-K/A”). This Form 10-K/A, Amendment No. 2 (the
“10-K/A Amend. No. 2”), republishes herein the previously amended disclosure
related to the “Management’s Report on Internal Control over Financial
Reporting, Item 9A. Controls and Procedures” on p. 37, as well as other
un-amended sections under “Item 9A. Controls and Procedures” on pp.
37-38. As such, no changes have been made herein to the Initial Form
10-K or the Form 10-K/A.
The
filing of this Form 10-K/A Amend. No. 2 shall not be deemed as an admission that
the original filing, when made, included any untrue statement of material fact
or omitted to state a material fact necessary to make a statement not
misleading. This Form 10−K/A Amend. No. 2 does not reflect events occurring
after the filing of the Initial Form 10-K on December 7, 2009 or the filing of
the 10-K/A on August 12, 2010, and no attempt has been made in this Form 10-K/A
Amend. No. 2 to modify or update other disclosures as presented in the Initial
Form 10-K or the Form 10-K/A. Accordingly, this Form 10−K/A Amend. No. 2 should
be read in conjunction with our filings with the SEC subsequent to the filing of
the Initial Form 10−K and the Form 10-K/A.
Table of
Contents
2
Item
9A. Controls and
Procedures
Disclosure
Controls and Procedures
As
required by Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act, the
Company’s management has carried out an evaluation, with the participation and
under the supervision of its Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of its disclosure
controls and procedures as of September 30, 2009. Disclosure controls and
procedures refer to controls and other procedures designed to ensure that
information required to be disclosed in the reports the Company files or submits
under the Securities Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC and
that such information is accumulated and communicated to the Company’s
management, including its chief executive officer and chief financial officer,
as appropriate, to allow timely decisions regarding required disclosure. In
designing and evaluating the Company’s disclosure controls and procedures,
management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management is required to apply its judgment in
evaluating and implementing possible controls and procedures.
Management
conducted its evaluation of disclosure controls and procedures under the
supervision of its Chief Executive Officer and the Company’s Chief Financial
Officer. Based upon, and as of the date of this evaluation, the Company’s Chief
Executive Officer and Chief Financial Officer concluded that the Company’s
disclosure controls and procedures were effective.
Management's
Report on Internal Control over Financial Reporting
The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Securities Exchange Act.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies and procedures may deteriorate.
The
Company’s management has assessed the effectiveness of its internal control over
financial reporting as of September 30, 2009. In making its assessment,
management used the criteria described in Internal Control - Integrated
Framework, issued by the Committee of Sponsoring Organizations of the Tread way
Commission, or COSO.
The
Company’s management assessment is that, as of September 30, 2009, its internal
control over financial reporting was effective.
This
annual report on Form 10-K does not include an attestation report of its
registered independent public accounting firm regarding management's assessment
of the Company's internal control over financial reporting. Management's report
was not subject to audit by its registered independent public accounting firm
pursuant to rules of the Securities and Exchange Commission that permit us to
provide only management's report in this annual report.
Beginning
with the year ending September 30, 2010, Section 404 of the Sarbanes-Oxley Act
will require the Company to provide with its annual report on Form 10-K an
attestation report of its independent registered public accounting firm
regarding its internal control over financial reporting.
Changes
in Internal Controls over Financial Reporting
There
have been no changes in the Company’s internal controls over financial reporting
during the fourth quarter of fiscal 2009 that have materially affected, or are
reasonably likely to materially affect our internal control over financial
reporting.
3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| Winner Medical Group Inc. | |||
|
August
20, 2010
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By:
|
/s/ Jianquan Li | |
| Jianquan Li | |||
| President and Chief Executive Officer | |||
4