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Weikang Bio-Technology Group Co., Inc. – ‘10-K’ for 12/31/11 – ‘R7’

On:  Friday, 3/30/12, at 3:12pm ET   ·   For:  12/31/11   ·   Accession #:  1144204-12-18721   ·   File #:  333-165684

Previous ‘10-K’:  ‘10-K/A’ on 12/28/11 for 12/31/10   ·   Latest ‘10-K’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/30/12  Weikang Bio-Tech Group Co., Inc.  10-K       12/31/11   44:2.3M                                   Toppan Vintage/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    474K 
 2: EX-10.12    Material Contract                                   HTML     15K 
 3: EX-14.1     Code of Ethics                                      HTML     26K 
 4: EX-23.1     Consent of Experts or Counsel                       HTML     14K 
 5: EX-23.2     Consent of Experts or Counsel                       HTML     14K 
 6: EX-31.1     Certification -- Sarbanes-Oxley Act - Sect. 302     HTML     19K 
 7: EX-31.2     Certification -- Sarbanes-Oxley Act - Sect. 302     HTML     19K 
 8: EX-32.1     Certification -- Sarbanes-Oxley Act - Sect. 906     HTML     15K 
 9: EX-32.2     Certification -- Sarbanes-Oxley Act - Sect. 906     HTML     16K 
28: R1          Document and Entity Information                     HTML     45K 
21: R2          Consolidated Balance Sheets                         HTML    128K 
26: R3          Consolidated Balance Sheets (Parenthetical)         HTML     25K 
30: R4          Consolidated Statements of Income and               HTML    100K 
                          Comprehensive Income                                   
41: R5          Consolidated Statements of Cash Flows               HTML    111K 
22: R6          Consolidated Statements of Stockholders' Equity     HTML     64K 
25: R7          Organization and Description of Business            HTML     26K 
20: R8          Summary of Significant Accounting Policies          HTML     65K 
18: R9          Accounts Receivable                                 HTML     22K 
42: R10         Advances to Suppliers and Other Receivables         HTML     17K 
32: R11         Inventory                                           HTML     20K 
31: R12         Property and Equipment, net                         HTML     23K 
36: R13         Construction in Progress                            HTML     15K 
37: R14         Intangible Assets                                   HTML     21K 
35: R15         Related Party Transactions                          HTML     20K 
38: R16         Major Customers and Vendors                         HTML     15K 
27: R17         Unearned Revenue                                    HTML     18K 
29: R18         Taxes Payable                                       HTML     17K 
34: R19         Other Payables and Accrued Expenses                 HTML     18K 
44: R20         Deferred Tax Asset (Liability)                      HTML     19K 
39: R21         Income Taxes                                        HTML     26K 
23: R22         Stockholders' Equity                                HTML     62K 
33: R23         Statutory Reserves                                  HTML     18K 
24: R24         Contingencies                                       HTML     16K 
16: R25         Goodwill                                            HTML     16K 
40: R26         Subsequent Event                                    HTML     16K 
43: XML         IDEA XML File -- Filing Summary                      XML     53K 
19: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS    212K 
10: EX-101.INS  XBRL Instance -- wkbt-20111231                       XML    314K 
12: EX-101.CAL  XBRL Calculations -- wkbt-20111231_cal               XML    106K 
13: EX-101.DEF  XBRL Definitions -- wkbt-20111231_def                XML    301K 
14: EX-101.LAB  XBRL Labels -- wkbt-20111231_lab                     XML    342K 
15: EX-101.PRE  XBRL Presentations -- wkbt-20111231_pre              XML    348K 
11: EX-101.SCH  XBRL Schema -- wkbt-20111231                         XSD     60K 
17: ZIP         XBRL Zipped Folder -- 0001144204-12-018721-xbrl      Zip     56K 

R7   —   Organization and Description of Business

This is an IDEA Financial Report.  [ Alternative Formats ]

Organization and Description of Business
12 Months Ended
Organization and Description of Business
1. Organization and Description of Business


Weikang Bio-Technology Group Co., Inc., a Nevada corporation (“Weikang” or the Company) was incorporated on May 12, 2004 in Florida as Expedition Leasing, Inc. (“Expedition”). The Company reincorporated in Nevada and changed to its present name on July 12, 2008, pursuant to an acquisition of Sinary Bio-Technology Holdings Group, Inc. (“Sinary”), a Nevada corporation and Sinary’s wholly owned subsidiary, Heilongjiang Weikang Biotechnology Group Co., Ltd. (“Heilongjiang Weikang”), a limited liability company organized and existing under the laws of the People’s Republic of China (“PRC”). Upon completion of the transaction on December 7, 2007, Sinary and Heilongjiang Weikang became our wholly-owned subsidiaries. The Company develops, manufactures and distributes Traditional Chinese Medicine ("TCM") through Heilongjiang Weikang in the PRC.


On December 7, 2007, the Company (as Expedition) entered into a Share Exchange Agreement (the “Exchange Agreement”) with Sinary Bio-Technology Holdings Group, Inc., a Nevada corporation (“Sinary”) and Weili Wang, its sole shareholder, pursuant to which the Company issued 24,725,200 shares of common stock to Weili Wang for all of the common shares of Sinary. Concurrently, Sinary paid $650,000 to certain former shareholders of the Company, who surrendered 24,725,200 shares of the Company’s common stock held by them to the Company for cancellation. This payment was advanced to Sinary by Yin Wang (the “Advance”). As a result, Weili Wang owned 98% of the Company after the share exchange. On the Closing Date, Sinary became a wholly-owned subsidiary of the Company and Mr. Yin Wang was appointed the Company’s Chief Executive Officer and Chairman of the Board.


Prior to the acquisition of Sinary, the Company was a non-operating public shell corporation. Pursuant to Securities and Exchange Commission (“SEC”) rules, the merger or acquisition of a private operating company into a non-operating public shell corporation with nominal net assets is considered a capital transaction, rather than a business combination. Accordingly, for accounting purposes, the transaction was treated as a reverse acquisition and recapitalization, and pro forma information is not presented. Transaction costs incurred in the reverse acquisition were expensed.


Sinary was incorporated under the laws of the State of Nevada on August 31, 2007. On October 25, 2007, Sinary entered into an Equity Interests Transfer Agreement (the “Transfer Agreement”) with Yin Wang and Wei Wang, the stockholders of Heilongjiang Weikang, a limited liability company in the PRC, (the “Heilongjiang Shareholders”) to acquire 100% of the equity interests of Heilongjiang Weikang for 57 million Renminbi (“RMB”), or approximately $7.6 million (the “Acquisition Price”).


On August 6, 2010, Sinary and Yin Wang and Wei Wang, entered into a Settlement Agreement and Release pursuant to which Yin Wang and Wei Wang waived their rights to payment of both the Acquisition Price of approximately $7.6 million and the Advance of $650,000 and contributed the Acquisition Price and the Advance to the Company's capital.


Heilongjiang Weikang was incorporated in Heilongjiang Province, PRC, on March 29, 2005, and was formerly known as Heilongjiang Province Weikang Bio-Engineering Co., Ltd. Heilongjiang Weikang develops, manufactures and distributes TCM in the PRC.


On July 22, 2008, Heilongjiang Weikang completed the acquisition of 100% of the issued and outstanding equity interests of Tianfang (Guizhou) Pharmaceutical Co., Ltd. (“Tianfang”), a Chinese LLC, for $15,000,000, pursuant to a stock transfer agreement entered into on June 30, 2008 by and among Heilongjiang Weikang, Tianfang, and Tianfang’s two shareholders: Beijing Shiji Qisheng Trading Co., Ltd., a Chinese LLC (“Shiji Qisheng”) and Tri-H Trade (U.S.A.) Co., Ltd., a California corporation (“Tri-H”, and together with Shiji Qisheng collectively as the “Selling Shareholders”).


Tianfang was incorporated in Guizhou Province, PRC, in 1998. Tianfang is engaged in the development, manufacture and distribution of over the counter (“OTC”) pharmaceuticals. The Company has expanded its market share to the southern part of China through the acquisition of Tianfang.


On January 6, 2010, Weili Wang formed Lucky Wheel Limited (“Lucky Wheel”), a British Virgin Islands corporation and issued to herself 10,000 ordinary shares or 100% of the issued and outstanding share capital of Lucky Wheel. In June 2010 Ms. Weili Wang transferred 22,925,200 of her shares of the Company’s common stock (82% of the Company’s issued and outstanding common stock) to Lucky Wheel. On May 5, 2010, Ms. Weili Wang and Ying Wang entered into a Call Option Agreement (the “Option Agreement”), pursuant to which Weili Wang granted Yin Wang an irrevocable and unconditional option to purchase all of her ordinary shares of Lucky Wheel (the “Option Shares”) for U.S. $0.10 per ordinary share for a total of $1,000. Mr. Wang has the right to purchase 34% of the Option Shares on December 31, 2010 and 33% on December 31, 2011 and December 31, 2012, respectively. The Option Agreement expires June 29, 2015. If and when the option is fully exercised, Yin Wang will become the sole shareholder of Lucky Wheel whose sole asset is 22,925,200 shares of the Company’s common stock. Mr. Wang is expected to use his personal funds to pay for the Option Shares.


In connection with the transactions described in the Transfer Agreement, on November 9, 2007, the Heilongjiang Office of the State Administration for Industry and Commerce registered Sinary as the 100% owner of Heilongjiang Weikang’s registered capital and issued a foreign invested enterprise business license (the “FIE Business License”) to Heilongjiang Weikang. The initial FIE Business License was valid until June 30, 2010. On March 12, 2010, the Harbin City of Administration for Industry and Commerce extended the FIE Business License until November 9, 2027.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/30/12
For Period End:12/31/11
12/31/1010-K,  10-K/A
6/30/1010-Q,  4
 List all Filings 
Filing Submission 0001144204-12-018721   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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