CHINA DU KANG CO. LTD. - FORM 10-K/A

Attached files

file	filename
EX-32.1 - CERTIFICATION - CHINA DU KANG CO. LTD.	cdkg_ex321.htm
EX-31.2 - CERTIFICATION - CHINA DU KANG CO. LTD.	cdkg_ex312.htm
EX-31.1 - CERTIFICATION - CHINA DU KANG CO. LTD.	cdkg_ex311.htm
EX-32.2 - CERTIFICATION - CHINA DU KANG CO. LTD.	cdkg_ex322.htm

U.S. Securities and Exchange Commission

Washington, D.C. 20549

_________________________

FORM 10-K

AMENDMENT # 3

_________________________

x	Annual Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Fiscal Year Ended December 31, 2010

o	Transition Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934 for the Transition Period from _______ to _______

Commission File Number: __________

_________________________

CHINA DU KANG CO., LTD

(Exact name of small business issuer as specified in its charter)

_________________________

Nevada		90-0531621
(State or other jurisdiction of		(IRS Employer Identification No.)
incorporation or organization)

Town of Dukang, Baishui County,

A-28,Van Metropolis,#35 Tangyan Road,

Xi'an, Shaanxi, PRC, 710065

(Address of principal executive offices)

8629-88830106-822

(Issuer's telephone number)

_________________________

Securities registered under Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered

None		Not Applicable

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $.001 par value

(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Exchange Act during the past 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 if Regulation S-K (229.405 of this Chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy of information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.

Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)
Accelerated filer	o
Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the exchange act).

Yes o No x

The Registrant’s revenues for its fiscal year ended December 31, 2010 and 2009 were $2,487,454 and $1,987,659, respectively.

The aggregate market value of the voting stock on April 1, 2009 (consisting of Common Stock, $0.001 par value per share) held by non-affiliates was approximately $10,450,054 based upon the most recent sales price for such Common Stock on said date ($0.12) April 1, 2009, there were 100,113,791 shares of our Common Stock issued and outstanding, of which approximately 87,083,791 shares were held by non-affiliates.

Number of shares of common stock, par value $.001, outstanding as of April 1, 2011: 100,113,791

EXPLANATORY NOTE

This Amendment No. 3 on Form 10-K/A (this “Amendment No. 3”) is being filed to amend related exhibits information related to Item 15 (Exhibits, Financial Statement Schedules) of the Form 10-K filed by China Du Kang Co., Ltd. (the "Company") with the Securities and Exchange Commission (the “SEC”) on April 15, 2011, as amended by Amendment No. 1 on Form 10K/A filed with the SEC on August 2, 2011, and as amended by Amendment No. 2 on Form 10-K/A filed with the SEC on November 4, 2011 (“ Amendment No. 2") (collectively the “Original Filings”). Except for the Certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed as exhibits to our Amendment No. 2 related Item 15 (Exhibits, Financial Statement Schedules) is being filed to reflect the correct period and entity referenced, no other Items of the Original Filings are being amended. As a result of this Amendment No. 3, the Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 have been revised, as applicable to the disclosures that are amended by this Amendment No. 3, re-executed and re-filed as of the date of this Amendment.

This Amendment No. 3 includes information contained in the Original Filings, and, unless otherwise indicated, we have made no attempt in the Amendment No. 3 to modify or update the disclosures presented in the Original Fillings. The disclosures in this Amendment No. 2 continue to speak as of the date of the Original Filings, and do not reflect events occurring after the filing of the Original Filings. Accordingly, this Amendment No. 3 should be read in conjunction with our other filings made with the SEC subsequent to the filing of the Original Filings, including but not limited to Amendment No. 2. The filing of this Amendment No. 3 shall not be deemed to be an admission that the Original Filings, when made, included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.

DOCUMENTS INCORPORATED BY REFERENCE

None

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

The discussion contained in this 10-K under the Securities Exchange Act of 1934, as amended, contains forward-looking statements that involve risks and uncertainties. The issuer's actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as "anticipate," "expect," "intend," "plan," "will," "we believe," "the Company believes," "management believes" and similar language, including those set forth in the discussions under "Notes to Financial Statements" and "Management's Discussion and Analysis or Plan of Operation" as well as those discussed elsewhere in this Form 10-K. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them.

TABLE OF CONTENTS

PART I:

Item 1.	Business	4
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	18
Item 2.	Properties	18
Item 3	Legal Proceedings	20
Item 4.	Submission of Matters to a Vote of Security Holders	20

PART II:

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6.	Selected Financial Data	23
Item 7.	Management’s Discussion and Analysis or Plan of Operation	23
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 8.	Financial Statements and Supplementary Data	41
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	41
Item 9A.	Controls and Procedures	42
Item 9A(T).	Controls and Procedures	42
Item 9B.	Other Information	44

PART III:

Item 10.	Directors, Executive Officers and Corporate Governance	44
Item 11.	Executive Compensation	46
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	48
Item 13.	Certain Relationships and Related Transactions, and Director Independence	48
Item 14.	Principal Accounting Fees and Services	53

PART IV:

Item 15.	Exhibits, Financial Statement Schedules	54

SIGNATURES:		59

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	Financial Statements

Report of Independent Registered Public Accounting Firm Balance Sheet at December 31, 2010 (Restated)

Statements of Operations - for the years ended December 31, 2010 and 2009 (Restated)

Statements of Cash Flows - for the years ended December 31, 2010 and 2009 (Restated)

Statements of Stockholders’ Equity - for the years ended December 31, 2010 and 2009 (Restated)

Notes to Financial Statements (Restated)

(b)	Index of Exhibits

Exhibit No.	Descriptions	Reference
1	Underwriting agreement
2	Plan of acquisition, reorganization, arrangement, liquidation or succession
3	(i) Articles of incorporation – Amended and Restate Articles of Incorporation		3.1	*
	(ii) By-laws		3.2	*
4	Instruments defining the rights of security holders, including indentures
4.1	Common Stock Certificate		4.1	*
4	Opinion re legality
7	Correspondence from an independent accountant regarding non-reliance on a previously issued audit report or completed interim review
8	Opinion re tax matters
9	Voting trust agreement
10.1	Distribution Agreement – Shaanxi Dukang Liquor Group Co., Ltd.		6	*
10.2	Distribution Agreement – Shaanxi Baishui Dukang Spirits Industry Development Co., Ltd.		6	*
10.3	Distribution Agreement – Shaanxi Dukang Liquor Marketing Management Co., Ltd.		6	*
10.4	Distribution Agreement – Shaanxi Baishui Dukang Shiye Co., Ltd.		6	*
10.5	Distribution Agreement – Shaanxi Dukang Liquor Group Co., Ltd.		6	*
10.6	Loan Agreement – Shaanxi Yellow River Wetlands Park Co., Ltd.		6	*
10.7	Loan Agreement – Shaanxi Yellow River Wetlands Park Co., Ltd.		6	*
10.8	Loan Agreement – Shaanxi Yellow River Wetlands Park Co., Ltd.		6	*
10.9	Loan Agreement – Ms. Piong Li		6	*
10.10	Loan Agreement – Ms. Min Chen		6	*
10.11	Loan Agreement – Ms. Hong Ge		6	*
10.12	Loan Agreement – Ms. Shengli Wang		6	*
10.13	Loan Agreement – Ms. Pingjun Nie		6	*
10.14	Loan Agreement – Ms. Hongjun Zhang		6	*
10.15	Loan Agreement – Mr. Hailong Tian.		6	*
10.16	Loan Agreement – Mr. Guogi Diao		6	*
10.17	Loan Agreement – Shanxi Xi Deng Hui Science and Technology Industrial Stock Co., Ltd.		6	*
10.18	Loan Agreement – Shaanxi Huitong Food Development Co., Inc.		6	*
10.19	Loan Agreement – Shanxi Gurong Agricultural Development co., Ltd.		6	*
10.20	Loan Agreement – Shanxi Baishui Dukang Brand Management Co., Ltd.		6	*
10.21	Loan Agreement – Shanxi Lantian Investment Co., Ltd.		6	*
10.22	Loan Agreement – Shanxi Zhongke Spaceflight Agriculture Development Co., Ltd.		6	*
10.23	Loan Agreement – Shanxi Baishui Dukang Trade Co., Ltd.		6	*
10.24	Loan Agreement – Ms. Min Chen		6	*
10.25	Loan Agreement – Shanxi Baishui Dukang Marketing Management Co., Ltd.		6	*

10.26	Loan Agreement – Shanxi Dukang Liquor Group Co., Ltd.	6	*
10.27	Loan Agreement – Shaanxi Baishui Dukang Commercial and Trade Co., Ltd.	6	*
10.28	Loan Agreement – Shanxi Baishui Shiye Co., Ltd.	6	*
10.29	Loan Agreement – Shanxi Baishui Dukan Spirits Industry Development Co., Ltd.	6	*
10.30	Agency Agreement – Dong Sue	6	*
10.31	Agency Agreement – Dong Sue	6	*
10.32	Agency Agreement – Xue Aixian	6	*
10.33	Agency Agreement – Dong Sue	6	*
10.34	Licensing Agreement –Henan Zhechenxian Eastern Liquor Co. Ltd. (Trademark)	6	*
10.35	Licensing Agreement –Henan Zhechenxian Eastern Liquor Co. Ltd. (Complimentary)	6	*
10.36	Licensing Agreement – Lanzhou Jinxing Liquor Trade Co. Ltd. aka Shaanxi Baishui Xingjijiu Marketing Co., Ltd.	6	*
10.37	State owned Land Use Certificate	2	*
10.38	Complementary Agreement - Shaanxi Bai Shui Du Kang Co., Ltd	2	**
10.39	Equity Transfer Agreement	3	*
10.40	Plan of Exchange Agreement	7	*
10.41	Land Use Rights	8	*
10.42	Lease Agreement - Baishui Du Kang Liquor Co., Ltd.	9	*
10.43	Distribution Agreement - Baishui Dukang Development Co., Ltd	10	*
10.44	Distribution Agreement - Bashui DuKang Liquor Group Co., Ltd.	11	*
10.45	Distribution Agreement - Shaanxi Du Kang Liquor Sales Management Co., Ltd.	12	*
10.46	Sanitation License	13	*
10.47	Loan Agreement - Shaanxi Changjiang Electric Power and Energy Sources Co., Ltd.	14	*
10.48	Assets Lease Agreement - Shaanxi BaiShui Du Kang Liquor Co., Ltd.	15	*
11	(11) Statement Regarding computation of per share earnings
12	(12) Statements Regarding computation of ratios
13	(13) Annual report to security holders, Form 10-Q or quarterly report to security holders
14	(14) Code of Ethics
15	(15) Letter regarding unaudited interim financial information
16	(16) Letter regarding change in certifying accountant
17	(17) Correspondence on departure of director
18	(18) Letter re change in accounting principles
19	(19) Report furnished to security holders

20	(20) Other documents or statements to security holders
21	(21) Subsidiaries of the registrant	2	***
22	(22) Published report regarding matters submitted to vote of security holders
23	(23) Consents of experts and counsel
24	(24) Power of attorney
25	(25) Statement of eligibility of trustee
26	(26) Invitations for competitive bids
31.1	(i) Rule 13a-14(a)/ 15d-14(a) Certifications
31.2	(ii) Rule 13a-14(d)/ 15d-14(d) Certifications
32	Section 1350 Certifications
33	Report on assessment of compliance with servicing criteria for asset-backed issuers
34	Attestation report on assessment of compliance with servicing criteria for asset-backed securities
35	Servicer compliance statement
99	Additional exhibits
100	XBRL-Related Documents

Legends
2* Filed as Exhibit 10.2 to Form 10 Amendment 2 on 12-04-2009
2** Filed as Exhibit 10.3 to Form 10 Amendment 2 on 12-04-2009
2*** Filed as Exhibit 21.1 to Form 10 Amendment 2 on 12-04-2009
3* Equity Transfer Agreement Filed as Exhibit 10.1 to Form 10 Amendment 3 on 1-21-2010
3.1* Filed as Exhibit 3.1 to Form 10 Amendment 4 on 4-22-2010
3.2* Filed as Exhibit 3.2 to Form 10 Amendment 4 on 4-22-2010
4.1* Filed as Exhibit 4.1 to Form 10 Amendment 4 on 4-22-2010
6* Filed under corresponding Exhibit Number to Form 10 Amendment 6 on 1-24-2011
7* Plan of Exchange Filed as Exhibit 10.1 to Form 10 Amendment 4 on 4-22-2010
8* Land Use Rights Filed as Exhibit 10.2 to Form 10 Amendment 4 on 4-22-2010
9* Lease Agreement Filed as Exhibit 10.3 to Form 10 Amendment 4 on 4-22-2010
10* Distribution Agreement Filed as Exhibit 10.4 to Form 10 Amendment 4 Filed on 4-22-2010
11* Distribution Agreement Filed as Exhibit 10.5 to Form 10 Amendment 4 Filed on 4-22-2010
12* Distribution Agreement Filed as Exhibit 10.6 to Form 10 Amendment 4 Filed on 4-24-2010
13* Sanitation License Filed as Exhibit 10.7 to Form 10 Amendment 4 Filed 4-22-2010
14* Loan Agreement Filed as Exhibit 10.44 to Form 10 Amendment 7 on 03-24-2011
15* Asset Lease Agreement Filed as Exhibit 10.46 to Form 10 Amendment 8 on 10-04-2011

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

	China Du Kang Co., Ltd.

Date: November 7 , 2011	By:	/s/ Wang Yongsheng
		Wang Yongsheng,
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the following capacities on the dates indicated.


/s/ Wang Yongsheng	November 7 , 2011	/s/ Liu Su Ying	November 7 , 2011
Wang Yongsheng		Liu Su Ying
Chief Executive Officer (Principal Executive Officer, President, and Director)		Chief Financial Officer (Principal Financial Officer)

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CHINA DU KANG CO. LTD. Reports

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