UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549





FORM 10-Q/A


(Amendment No. 1)








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





For the quarterly period ended September 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:  033-145620





China BCT Pharmacy Group, Inc.


(Exact name of registrant as specified in its charter)





Delaware

20-8067060(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)





No. 102, Chengzhan Road, Liuzhou City, Guangxi Province, P.R.C.

545007(Address of principal executive offices)

(Zip Code)





+86 (772) 363 8318(Registrant’s telephone number, including area code)





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 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. (Check one):





Large Accelerated filer o                                                                                               Accelerated Filer o





Non-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





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  o





As of November 10, 2011 the registrant had 38,154,340 shares of common stock outstanding.











Explanatory Note





This Amendment No. 1 to China BCT Pharmacy Group, Inc.'s Quarterly Report on Form 10-Q for the period ended September 30, 2011, filed with the Securities and ExchangeCommission on November 14, 2011 (the "Form 10-Q"), is being filed to delete the notations in Item 6 of Part II and in the Exhibit Index regarding the applicability of the temporary hardship exemption provided by Rule 201 of Regulation S-T. The Company furnished Exhibit 101 to the Form 10-Q in accordance with Rule 405(a)(2) of Regulation S-T with the filing of the Form 10-Q on November 14, 2011.





This Amendment No. 1 does not otherwise change or update the disclosures set forth in the Form 10-Q as originally filed and does not otherwise reflect events occurring after the original filing of the Form 10-Q.





Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 are not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.










PART II—OTHER INFORMATION.





Item 6. Exhibits.





Exhibit No.

Description31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*.31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.*32.1

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer*101.INS

XBRL Instance Document.**101.SCH

XBRL Taxonomy Extension Schema Document.**101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.**101.LAB

XBRL Taxonomy Extension Label Linkbase Document.**101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.**101.DEF

XBRL Taxonomy Definitions Linkbase Document.**





*   Filed herewith


** Furnished with the Quarterly Report on Form 10-Q, which was filed on November 14, 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 report to be signed on its behalf by the undersigned, thereunto duly authorized.





China BCT Pharmacy Group, Inc.Dated: November 15, 2011
By:
/s/ Huitian TangHuitian TangChief Executive Officer and Chairman(principal executive officer)








Dated: November 15, 2011
By:
/s/  Xiaoyan ZhangXiaoyan ZhangChief Financial Officer(principal financial and accounting officer)














Exhibit Index





Exhibit No.

Description31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer*.31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.*32.1

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer*101.INS

XBRL Instance Document.**101.SCH

XBRL Taxonomy Extension Schema Document.**101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.**101.LAB

XBRL Taxonomy Extension Label Linkbase Document.**101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.**101.DEF

XBRL Taxonomy Definitions Linkbase Document.**


*   Filed herewith


** Furnished with the Quarterly Report on Form 10-Q, which was filed on November 14, 2011.