Initial Decision Release No. 1317

Administrative Proceeding

File No. 3-18106

UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of

China Du Kang Co., Ltd.

Initial Decision of Default

November 28, 2018

Appearances: James Carlson, Stephan Schlegelmilch, and 

David S. Frye for the Division of Enforcement, 

Securities and Exchange Commission

Before: James E. Grimes, Administrative Law Judge

Summary

This initial decision revokes the registration of the registered securities 

of Respondent China Du Kang Co., Ltd., due to its failure to timely file 

required periodic reports with the Securities and Exchange Commission.

Introduction

On August 8, 2017, the Commission issued an order instituting 

proceedings (OIP) pursuant to Section 12(j) of the Securities Exchange Act of 

1934. The OIP alleges that Respondent has a class of securities registered 

with the Commission pursuant to Exchange Act Section 12(g) and is 

delinquent in its periodic filings. 

A different administrative law judge originally presided over this 

proceeding and issued an initial decision of default against Respondent.1 But 

the Commission vacated that decision following the Supreme Court’s decision 

 

1 China Du Kang Co., Initial Decision Release No. 1181, 2017 SEC LEXIS 

2962 (ALJ Sept. 21, 2017).
2

in Lucia v. SEC,

2 and the matter was reassigned to me to provide Respondent 

with the opportunity for a new hearing.3 Respondent was directed to submit a 

proposal for the conduct of further proceedings.4 But it did not. I therefore 

proceeded under the Commission’s directive to not give weight to or otherwise 

presume the correctness of any prior opinions, orders, or rulings issued by the 

prior administrative law judge.5

After independently reviewing evidence submitted by the Division, I 

determined that Respondent was served through its agent on August 18, 

2017.6 Following Respondent’s failure to timely file an answer, I ordered it to 

show cause by November 16, 2018, why the registration of its securities 

should not be revoked by default due to its failure to file an answer or 

otherwise defend this proceeding.7 Id. To date, Respondent has failed to file 

an answer, submit a proposal for the conduct of further proceedings, respond 

to the show cause order, or otherwise defend this proceeding. 

FINDINGS OF FACT

China Du Kang, Central Index Key No. 1472635 and ticker symbol 

CDKG, is a revoked Nevada corporation located in Xian, Shaanxi, China,

with a class of securities registered with the Commission pursuant to 

Exchange Act Section 12(g). The company is delinquent in its periodic filings 

with the Commission, having not filed any periodic reports since it filed a 

Form 10-Q for the period ended September 30, 2014, which reported a net 

loss of $280,531 for the prior nine months. As of August 3, 2017, the

company’s common stock was quoted on OTC Link operated by OTC Markets 

Group, Inc., had five market makers, and was eligible for the “piggyback” 

exception of Exchange Act Rule 15c2-11(f)(3). 

 

2 138 S. Ct. 2044 (2018); see Pending Admin. Proc., Securities Act of 1933 

Release No. 10536, 2018 SEC LEXIS 2058, at *2–3 (Aug. 22, 2018).

3 Pending Admin. Proc., Admin. Proc. Rulings Release No. 5955, 2018 SEC 

LEXIS 2264, at *2–3 (ALJ Sept. 12, 2018).

4 China Du Kang Co., Admin. Proc. Rulings Release No. 6028, 2018 SEC 

LEXIS 2454, at *1 (ALJ Sept. 19, 2018).

5 Pending Admin. Proc., 2018 SEC LEXIS 2058, at *4.

6 China Du Kang Co., Admin. Proc. Rulings Release No. 6302, 2018 SEC 

LEXIS 3099, at *1 (ALJ Nov. 6, 2018)

7 Id. at *2.
3

In addition to its repeated failure to timely file periodic reports, 

Respondent failed to heed a delinquency letter sent to it by the Commission’s 

Division of Corporation Finance requesting compliance with its periodic filing 

obligations or, through its failure to maintain a valid address on file with the 

Commission as required by Commission rules, did not receive such letter.

Conclusions of Law

Exchange Act Section 13(a) and the rules promulgated thereunder 

require issuers of securities registered pursuant to Exchange Act Section 12 

to file with the Commission current and accurate information in periodic 

reports. Specifically, Rule 13a-1 requires issuers to file annual reports, and 

Rule 13a-13 requires domestic issuers to file quarterly reports.8 Compliance 

with these reporting requirements is mandatory.9 Scienter is not required to 

establish violations of Exchange Act Section 13(a) and Rules 13a-1 and 13a13.10 Respondent failed to timely file periodic reports. As a result, Respondent 

violated Exchange Act Section 13(a) and Rules 13a-1 and 13a-13.

Sanctions

Under Exchange Act Section 12(j), the Commission is authorized, “as it 

deems necessary or appropriate for the protection of investors,” to revoke the 

registration of a security or suspend its registration for a period not 

exceeding twelve months if it finds, after notice and an opportunity for 

hearing, that the issuer of the security has failed to comply with any 

provision of the Exchange Act or rules thereunder. In determining what 

sanctions will adequately protect investors, the Commission “consider[s], 

among other things, the seriousness of the issuer’s violations, the isolated or 

recurrent nature of the violations, the degree of culpability involved, the 

extent of the issuer’s efforts to remedy its past violations and ensure future 

 

8 See 17 C.F.R. §§ 240.13a-1, .13a-13.

9 America’s Sports Voice, Inc., Exchange Act Release No. 55511, 2007 SEC 

LEXIS 1241, at *12 (Mar. 22, 2007), recons. denied, Exchange Act Release 

No. 55867, 2007 SEC LEXIS 1239 (June 6, 2007).

10 See SEC v. McNulty, 137 F.3d 732, 740–41 (2d Cir. 1998); SEC v. Wills, 

472 F. Supp. 1250, 1268 (D.D.C. 1978).
4

compliance, and the credibility of its assurances, if any, against further 

violations.”11

Respondent’s failures to file required periodic reports are serious because 

the failures constitute violations of a central provision of the Exchange Act. 

The purpose of periodic reporting is “to supply investors with current and 

accurate financial information about an issuer so that they may make sound 

[investment] decisions.”12 The reporting requirements are the primary tool 

that Congress “fashioned for the protection of investors from negligent, 

careless, and deliberate misrepresentations” in the sale of securities.13

Respondent’s violations are also recurrent in that it repeatedly failed to file 

periodic reports after 2014.

14 Respondent is culpable because it failed to heed 

the delinquency letter sent to it by the Division of Corporation Finance. Even 

if Respondent did not receive the letter due to its failure to maintain a valid 

address on file with the Commission as required by Commission rules, the 

other factors weigh in favor of revocation, and scienter is not necessary to 

establish grounds for revocation.15 In any event, there is no indication that its

violations were inadvertent or accidental. Id. Finally, Respondent has not 

answered the OIP or otherwise participated in the proceeding to address 

whether it has made any efforts to remedy its past violations, and it has

made no assurances against further violations.

Considering these delinquencies, it is necessary and appropriate for the 

protection of investors to revoke the registration of each class of Respondent’s 

registered securities.

 

11 Gateway Int’l Holdings, Inc., Exchange Act Release No. 53907, 2006 SEC 

LEXIS 1288, at *19–20 (May 31, 2006).

12 Id. at *26.

13 Eagletech Commc’ns, Inc., Exchange Act Release No. 54095, 2006 SEC 

LEXIS 1534, at *12 (July 5, 2006) (quoting SEC v. Beisinger Indus. Corp., 

552 F.2d 15, 18 (1st Cir. 1977)).

14 See Nature’s Sunshine Prods., Inc., Exchange Act Release No. 59268, 

2009 SEC LEXIS 81, at *20 (Jan. 21, 2009) (failing to file seven required 

periodic reports due over a two-year period is recurrent); Impax Labs., Inc., 

Exchange Act Release No. 57864, 2008 SEC LEXIS 1197, at *25–26 (May 23, 

2008) (respondent’s failure to make eight filings over an eighteen-month 

period considered recurrent).

15 See China-Biotics, Inc., Exchange Act Release No. 70800, 2013 SEC 

LEXIS 3451, at *37 & n.60 (Nov. 4, 2013).
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Order

It is ORDERED that, pursuant to Section 12(j) of the Securities 

Exchange Act of 1934, the registration of each class of registered securities of 

Respondent China Du Kang Co., Ltd., is hereby REVOKED.16

This initial decision shall become effective in accordance with and 

subject to the provisions of Rule 360.17 Pursuant to that rule, a party may file 

a petition for review of this initial decision within twenty-one days after 

service of the initial decision. A party may also file a motion to correct a 

manifest error of fact within ten days of the initial decision, pursuant to Rule 

111.

18 If a motion to correct a manifest error of fact is filed by a party, then a 

party shall have twenty-one days to file a petition for review from the date of 

the undersigned’s order resolving such motion to correct a manifest error of 

fact.

Also pursuant to Rule 360, this initial decision will not become final until 

the Commission enters an order of finality.19 The Commission will enter an 

order of finality unless a party files a petition for review or a motion to 

correct a manifest error of fact or the Commission determines on its own 

initiative to review the initial decision as to a party.20 If any of these events 

occur, the initial decision shall not become final as to that party.21

A respondent may move to set aside a default. Rule 155(b) permits the 

Commission, at any time, to set aside a default for good cause, to prevent 

injustice and on such conditions as may be appropriate.22 A motion to set 

aside a default shall be made within a reasonable time, state the reasons for 

 

16 This order applies to all classes of Respondent’s securities registered 

under Section 12 of the Exchange Act, whether or not such securities are 

specifically identified by ticker symbol or otherwise in this initial decision.

17 17 C.F.R. § 201.360.

18 17 C.F.R. § 201.111(h).

19 17 C.F.R. § 201.360(d).

20 Id.

21 Id.

22 17 C.F.R. § 201.155(b).
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the failure to appear or defend, and specify the nature of the proposed 

defense in the proceeding.23

_______________________________

James E. Grimes

Administrative Law Judge

 

23 Id.