UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 AMENDMENT NO. 1
 TO
 FORM 10-K
 
 (Mark One)
 
 x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2011
 
 or
 
 o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ___________ to ___________
 
 Commission file number: 000-53465
 
 TANKE BIOSCIENCES CORPORATION
 (Name of small business issuer in its charter)
 
 Nevada

26-3853855(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)
 
 Room 2801, East Tower of Hui Hao Building

No. 519 Machang Road, Pearl River New City

Guangzhou, People’s Republic of China

510627(Address of principal executive offices)

(Zip Code)
 
 020-3885-9481
 (Registrant’s telephone number, including area code)
 
 Securities registered under Section 12(b) of the Exchange Act: NoneSecurities registered under Section 12(g) of the Exchange Act:Common Stock, $0.001 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 oNo x
 
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 Yes oNo x
 
 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 xNo o
 
 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 xNo o
 
 Indicate by check mark 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 registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K.
  ̈
 
 Indicate by check mark whether the registrant is a large accelerated filer, an 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
o
Accelerated filer
oNon-accelerated filer

(Do not check if a smaller reporting company)
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 oNo x
 
 State the aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, as of June 30, 2011, the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing price of the common stock on OTC Bulletin Board: not applicable.
 
 Number of shares of the registrant’s common stock outstanding as of March 30, 2012 was 13,324,083.
 
 Documents Incorporated by Reference: None.
  
 
 
 EXPLANATORY NOTE
 
 This Amendment No. 1 (“Amendment No. 1”) to the Annual Report on Form 10-K of Tanke Biosciences Corporation (together with its subsidiaries, the “Company,” “we,” “our” or “us”) for the fiscal year ended December 31, 2011 as filed with the Securities and Exchange Commission (“SEC”) on April 16, 2012 (the “2011 Annual Report”), is being filed to solely amend the Section 9A. “Controls and Procedures” of the 2011 Annual Report.
 
 As required by Rule 12b-15 of the Securities Exchange Act of 1934, new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment No. 1.
 
 No other changes have been made to the 2011 Annual Report. This Amendment No. 1 speaks as of the original filing date, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the 2011 Annual Report.
 
 Item 9A. Controls and Procedures.
 
 Evaluation of Disclosure Controls and Procedures
 We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)) under  the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
 
 As required by Rule 13a-15(b) under the Exchange Act, we have evaluated, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report.
 
 Based on that assessment, management identified material weaknesses in our disclosure controls and procedures related to the maintenance of our books and records in accordance with GAAP used in the Peoples’ Republic of China, and the conversion of those books and records to GAAP used in the United States of America. Specifically, the material weaknesses related to (1) our process for periodic financial reporting, including documentation of procedures and timely review of financial reports and statements, particularly as it relates to the conversion from Chinese to US GAAP, (2) adequate qualified staff necessary to effectively apply the process, and (3) methods and practices employed to report unusual transactions such as our reverse merger. A material weakness is a control deficiency, or combination of control deficiencies such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. As a result of these material weaknesses, management concluded that the Company's disclosure controls and procedures were not effective as of December 31, 2011. Our management has discussed the material weaknesses described above with our board of directors.
  2
 
 Management’s Annual Report on Internal Control over Financial Reporting
 
 Management is responsible for establishing and maintaining adequate internal control over financial reporting for the company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.
 
 Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
 
 Based on that assessment, management identified material weaknesses in our internal control over financial reporting related to the maintenance of our books and records in accordance with GAAP used in the Peoples’ Republic of China, and the conversion of those books and records to GAAP used in the United States of America. Specifically, the material weaknesses related to (1) the lack of controls designed or implemented over the financial reporting process as well as a lack of qualified staff to effectively carry out the activities over the financial reporting process, (2) the lack of policies over comingling Company funds with personal bank accounts and policies over cash transactions, (3) incomplete and inappropriate accounting recordkeeping, and (4) the lack of U.S. GAAP expertise to identify and assess unusual or complex accounting transactions. A material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. Based on this assessment, management concluded that the Company's internal control over financial reporting was not effective as of December 31, 2011. Our management has discussed the material weakness described above with our board of directors.
 
 In an effort to remediate the identified material weaknesses, we have hired a new Chief Financial Officer and have implemented additional changes to our internal control over financial reporting, including (1) timely review of reports prior to issuance, (2) a re-evaluation of our staffing needs, and (3) analysis of unusual transactions as they occur to allow adequate time for multiple levels of review. We plan to further strengthen our financial reporting and review procedures by working more efficiently with our auditor EFP Rotenberg, our U.S. accounting consultant, and internal financial staff to shorten the closing cycles (monthly, quarterly, and year-end), as well as to improve review, audit, and disclosure control.  We also plan to develop, strengthen, and document internal control procedures and policies, especially on transaction processing and recording, financial reporting and review, cash and receivable management, etc., in 2012, with the help of additional financial staff and outside consultants.
 
 Our internal control system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. There is no assurance that our disclosure controls or our internal controls over financial reporting can prevent all errors. An internal control system, no matter how well designed and operated, has inherent limitations, including the possibility of human error. Because of the inherent limitations in a cost-effective control system, misstatements due to error may occur and not be detected. We monitor our disclosure controls and internal controls and make modifications as necessary. Our intent in this regard is that our disclosure controls and our internal controls will improve as systems change and conditions warrant.
  Changes in Internal Control over Financial Reporting
 
 There were no changes in our internal control over financial reporting during the quarter ended December 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


3




Auditor Attestation
 
 This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. The Dodd-Frank Wall Street Reform and Consumer Protection Act exempts us, as a company with a public float of less than $75 million, from the requirement that our independent registered public accounting firm attest to our financial controls.
 
 Item 15. Exhibits, Financial Statement Schedules.
 
 Exhibit No.

Description31.1

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 of Principal Executive Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **32.2

Certification of Principal Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 **101.INS

XBRL Instance Document (1)101.SCH

XBRL Taxonomy Extension Schema Document (1)101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document (1)101.DEF

XBRL Taxonomy Extension Definition Linkbase Document (1)101.LAB

XBRL Taxonomy Extension Label Linkbase Document (1)101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document (1)
 
 *
Filed herewith.**
Furnished herewith.(1)
Incorporated by reference to the Company’s Annual Report on Form 10-K filed with the SEC on April 16, 2012.
 
 4
 
 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, there unto duly authorized.
 
 TANKE BIOSCIENCES CORPORATIONDate: November 15, 2012
By:
/s/ Guixiong QiuGuixiong QiuChief Executive Officer

(Duly Authorized Officer and Principal Executive Officer)Date: November 15, 2012
By:
/s/ Gilbert LeeGilbert LeeChief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, 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/ Guixiong QiuGuixiong Qiu

Chief Executive Officer and

Chairman of the Board of Directors

(Duly Authorized Officer and Principal Executive Officer)

November 15, 2012/s/ Gilbert LeeGilbert Lee

Chief Financial Officer

(Duly Authorized Officer and Principal Financial Officer)

November 15, 2012