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





Amendment No. 1 to
 FORM 10-K





x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934





For the fiscal year ended December 31, 2010





 ̈
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 000-52350


WEIKANG BIO-TECHNOLOGY GROUP CO., INC.
 (Exact name of small business issuer as specified in its charter)


Nevada

26-2816569(State or other jurisdiction of

(I.R.S. employerincorporation or organization)

identification number)





No. 365 Chengde Street, Daowai District, Harbin
 Heilongjiang Province, PRC 150020
 (Address of principal executive offices and zip code)





(86) 451-8835-5530
 (Registrant’s telephone number, including area code)





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


Title of each class

Name of each exchange on which registeredNone

Not Applicable





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





Common Stock, $.00001 par value
 (Title of Class)


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ̈ Yes  x No
 
 Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes x  No  ̈
 
 Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act from their obligations under those Sections.
 
 Indicate by checkmark 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. x Yes   ̈ No
 
 Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Website, 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 such shorter period that the registrant was required to submit and post such files).  ̈ Yes   ̈ No
 
 Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of 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.   ̈
 
 Indicate by checkmark 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    ̈
Accelerated filer  ̈Non-accelerated filer    ̈
Smaller reporting company x


Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  ̈ Yes  x No
 
 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
 
 Note.—If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.
 
 The aggregate market value of the voting and non-voting stock on June 30, 2010 (consisting of Common Stock, $0.00001 par value per share) held by non-affiliates was approximately $15,714,482.8 based upon the most recent sales price ($3.10) for such Common Stock on said date. As of June 30, 2010, there were 28,024,388 shares of our Common Stock issued and outstanding, of which approximately 5,069,188 shares were held by non-affiliates.


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


Indicate by checkmark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.   ̈ Yes                      ̈ No


(APPLICABLE ONLY TO CORPORATE REGISTRANTS)


Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
 
 Number of shares of Common Stock, par value $.00001, outstanding as of March 18, 2011: 30,991,880




DOCUMENTS INCORPORATED BY REFERENCE


List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).





EXPLANATORY NOTE


This amendment (“Amendment No. 1”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the “Report”) is being filed to amend certain disclosure under “ Item 9A. Controls and Procedures.”
 
 All other information contained in the Report remains unchanged.





This Amendment No. 1 to the Report continues to speak as of the date of the Report, and except as expressly set forth herein we have not updated the disclosures contained in this Amendment No. 1 to the Report to reflect any events that occurred at a date subsequent to the filing of the Report.  Accordingly, this Amendment No. 1should be read in conjunction with our filings made with the SEC subsequent to the filing of the Report, including any amendments to those filings.








Item 9A.
Controls and Procedures.


Management’s Report on Internal Control over Financial Reporting


Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States of America. The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.





Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected in a timely manner. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.





Management carried out an assessment, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2010, pursuant to Exchange Act Rule 13(a)-14(c). We carried out this evaluation using criteria similar to that proscribed by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (the “COSO Report”). Based on this assessment, management concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed in reports that the Company files or submits under the Exchange Act would be recorded, processed, summarized and reported in accordance with the rules and forms of the SEC.
 
 Under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010. Based on that evaluation and the criteria set forth in the COSO Report, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2010 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles.





While management concluded that no material weaknesses existed, management also determined that there were two significant deficiencies:





·
a need for additional controls and procedures to improve the recordkeeping systems at the Company; and


·
a need for additional financial personnel, particularly at the executive level, with experience with U.S. public companies and an appropriate level of knowledge, experience and training in the application of generally accepted accounting principles in the United States.





To address these concerns, we intend to retain a consultant to evaluate our internal controls and procedures and to assist us in making improvements to the quality of our controls, policies and procedures. In addition, we are in search for more qualified financial personnel with experience with U.S. GAAP and U.S. public company reporting and compliance obligations, while we are in efforts to remediate these deficiencies through improving supervision, education, and training of our accounting staff.





This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.


Changes in internal control over financial reporting


There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during our last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.








Item 15.
Exhibits, Financial Statement Schedules.


(b) Exhibits


Exhibit No.

Description2.1

Share Exchange Agreement among Expedition Leasing Inc. (“Expedition Leasing”), certain stockholders of Expedition Leasing, Sinary Bio-Technology Holding Group, Inc. (“Sinary”) and the sole stockholder of Sinary dated December 7, 2007 (1)2.2

Equity Transfer Agreement between Sinary and the owners of 100% of the registered equity of Heilongjiang Weikang Bio-Technology Group Co., Ltd. Dated October 25, 2007 (1)2.3

Agreement and Plan of Merger dated as of June 4, 2008 between Expedition Leasing and Weikang (2)3.1

Articles of Incorporation of Weikang (2)3.2

Bylaws of Weikang (2)4.1

Form of Series A and B Common Stock Warrant (3)4.2

Form of Series C Warrant  (5)4.3

Form of Series D Warrant (5)4.4

Form of warrants issued to the placement agents (5)4.5

Form of Subscription Agreement, by and between Weikang Bio-Technology Group Company, Inc. and the investors. (5)4.6

Form of Registration Rights Agreement, by and between Weikang Bio-Technology Group Company, Inc. and the investors. (5)4.7

Form of Lock-Up Agreement (5)10.1

Stock Transfer Agreement dated as of June 30, 2008 by and among Heilongjiang Weikang Bio-Technology Group Co., Ltd., Beijing Shiji Qisheng Trading Co., Ltd., Tri-H Trade (U.S.A.) Co., Ltd., and Tianfang (Guizhou) Pharmaceutical Co., Ltd. (4)10.2

The Weikang Bio-Technology Group Company, Inc. 2008 Stock Incentive Plan (2)10.3

Subscription Agreement dated January 20, 2010, between Weikang and the subscribers identified on the signature pages thereto  (3)10.4

Investor Relations Escrow Agreement dated January 20, 2010, among Weikang, the escrow agent named therein and Opus Holdings Three, Ltd. (3)10.5

Lease Agreement dated January 1, 2008 between Heilongjiang Weikang Bio-Technology Group and Harbin Dongfeng Pharmaceutical Corp. Ltd. relating to the lease of the workshop and technology for manufacturing royal jelly.(6)10.6

Shell Company Purchase Agreement dated December 8, 2007 between the Company and Yin Wang relating the advance from an officer of the Company(6)10.7

English translation of land use right certificate issued by Xiuwen County Land Bureau and Bureau of Real Estate Management of Guiyang City for the benefit of Tianfang (Guizhou) Pharmaceutical Co., Ltd., which expires December 9, 2051(6)10.8

English translation of land use right certificate issued by Bureau of Land and Resources of Shuang-Cheng City for the benefit of Heilongjiang Weikang Bio-Technology Group, which expires April 8, 2055(6)10.9

Make Good Securities Escrow Agreement, dated December 2, 2010, by and between Weikang Bio-Technology Group Company, Inc., Sichenzia Ross Friedman Ference LLP, as escrow agent, and Lucky Wheel Limited.(5)10.10

Investor and Public Relations Escrow Agreement, dated December 2, 2010, by and between Weikang Bio-Technology Group Company, Inc., Sichenzia Ross Friedman Ference LLP, as escrow agent, and MidSouth Investor Fund LP, as representative for the investors.(5)10.11

Escrow Deposit Agreement, dated October 25, 2010 and amendment thereto dated November 24, 2010, by and between Weikang Bio-Technology Group Company, Inc., Hunter Wise Securities, LLC, and Signature Bank, as escrow agent. (5)21.1

List of Subsidiaries (6)23.1

Consent of Independent Registered Public Accounting Firm (7)31.1

Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*









31.2

Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*32.1

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*32.2

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*


* Filed herewith.
 
 (1) Incorporated by reference from the Company’s Form 8-K filed with the SEC on December 10, 2007.
 
 (2) Incorporated by reference from the Company’s Schedule 14C filed with the SEC on May 14, 2008.
 
 (3) Incorporated by reference from the Company’s Form 8-K filed with the SEC on January 26, 2010.
 
 (4) Incorporated by reference from the Company’s Form 8-K filed with the SEC on July 24, 2008.
 
 (5) Incorporated by reference from the Company’s Form 8-K filed with the SEC on December 8, 2010
 
 (6) Incorporated by reference from the Company’s Registration Statement on Form S-1 filed with the SEC on March 25, 2010.
 
 (7) Incorporated by reference from the Company’s Form 10-K filed with the SEC on March 22, 2011.








SIGNATURES





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





WEIKANG BIO-TECHNOLOGY GROUP COMPANY, INC.Date: December 28, 2011
/s/ Yin WangYin WangChief Executive Officer





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





Signature

Title

Date/s/ Yin Wang

Chief Executive Officer and Chairman of the Board

December 28, 2011Yin Wang/s/ Baolin Sun

Chief Financial Officer

December 28, 2011Baolin Sun/s/ Jeffrey Chuang

Director

December 28, 2011Jeffrey Chuang/s/ Allen Zhang

Director

December 28, 2011Allen Zhang/s/ Yan Huang

Director

December 28, 2011Yan Huang