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EX-32.2 - EXHIBIT 32.2 - WEIKANG BIO-TECHNOLOGY GROUP CO., INC.v244185_ex32-2.htm
EX-31.2 - EXHIBIT 31.2 - WEIKANG BIO-TECHNOLOGY GROUP CO., INC.v244185_ex31-2.htm
EX-32.1 - EXHIBIT 32.1 - WEIKANG BIO-TECHNOLOGY GROUP CO., INC.v244185_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - WEIKANG BIO-TECHNOLOGY GROUP CO., INC.v244185_ex31-1.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
Amendment No. 2

 
(Mark One)

 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2011
or

 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 333-165684

WEIKANG BIO-TECHNOLOGY GROUP COMPANY, INC.
(Exact name of small business issuer as specified in its charter)
 
Nevada
 
22-2816569
(State or other jurisdiction of incorporation or
organization)
  
(IRS Employer identification No.)
 
No. 365 Chengde Street, Daowai District, Harbin
Heilongjiang Province, People’s Republic of China 150020
(Address of principal executive offices)
 
(86) 451- 88355530
(Registrant’s telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 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  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x   No ¨

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨
Accelerated filer ¨
   
Non-accelerated filer ¨  (Do not check if a smaller reporting company)
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 ¨ No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ¨   No ¨

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 30,991,880 shares of common stock, $.00001 par value, were outstanding as of August 11, 2011.
 
 

 
EXPLANATORY NOTE
 
Weikang Bio-Technology Group Co., Inc. (the “Company”) is filing this Amendment No. 2 to the Quarterly Report on Form 10-Q/A (“10-Q/A”) to correct an error in the management’s conclusion regarding the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2011 in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, as originally filed on August 15, 2011(the “Original Filing”) and as amended by Amendment No. 1, originally filed on September 1, 2011.

This 10-Q/A amends Part I, Item 4 (Controls and Procedures) in the Company's Original Filing. Except to the extent required to reflect the above-referenced revisions, this 10-Q/A continues to describe the Company as of the date of the Original Filing, and does not update disclosures to reflect events that occurred after the date of the Original Filing. Accordingly, this 10-Q/A should be read in conjunction with the Original Filing and with our other filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, including any amendments to those filings.
 
 
 

 

 
Item 4.
Controls and Procedures.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
  
Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company’s management, including Yin Wang , the Company’s Chief Executive Officer (“CEO”), and Baolin Sun, the Company’s Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the three months ended June 30, 2011. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting
 
Our management, with the participation of our Chief Executive Officer, performed an evaluation as to whether any change in our internal controls over financial reporting occurred during the quarter ended June 30, 2011.  Based on that evaluation, our Chief Executive Officer concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended June 30, 2011 that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

Item 6.
Exhibits.
 
(a) Exhibits
 
31.1
Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.
   
31.2
Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002.
   
32.1
Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002.*
   
32.2
Certification pursuant to Section 906 of Sarbanes Oxley Act of 2002.*
 
* The Exhibits attached to this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
 
 
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
WEIKANG BIO-TECHNOLOGY GROUP COMPANY, INC.
     
Dated: December 28, 2011
By:
/s/ Yin Wang
   
Yin Wang
   
Chief Executive Officer
   
 (Principal Executive Officer)
     
 
By:
/s/ Baolin Sun
   
Baolin Sun
   
Chief Financial Officer
   
 (Principal Accounting & Financial Officer)