UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
| ¨ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ending March 31, 2012
OR
| ¨ | 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 000-52954
Tongli Pharmaceuticals (USA), Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 84-1090791 |
| (State or other jurisdiction | (IRS Employer |
| of incorporation or organization) | Identification number) |
| 136-17 Maple Ave, 11F | |
| Flushing, NY | 11355 |
| (Address of Principal Executive Offices) | (Zip Code) |
212-842-8837
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
None
(Title of Class)
Name of each exchange on which registered
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ¨ No 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 ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 in 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, a non-accelerated filer or a smaller reporting company. See definition 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 companyx |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the voting and non-voting common stock, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the registrant’s Common Stock on September 30, 2011, as reported on the OTC Bulletin Board, was approximately $2.9 million.
As ofJuly 6, 2012, there were13,548,122 outstanding shares of common stock of the registrant, par value $.001 per share.
DOCUMENTS INCORPORATED BY REFERENCE
None
EXPLANATORY NOTE
Tongli Pharmaceuticals (USA), Inc. (the “Company”) is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended March 31, 2012, which was originally filed on July 16, 2012 (the “Original Filing”), for the sole purpose of adding the index to Financial Statements and Report of Independent Registered Public Accounting Firm which were inadvertently left out in the Original Filing. This Form 10-K/A thus accordingly amends Part IV, Item 15(a)(1)(2) “Financial Statements and Financial Statement Schedule” of the Original Filing. This Amendment does not amend or affect in any respects any other parts of, or exhibits to, the Original Filing.
Except as expressly stated in this Amendment, this Amendment continues to speak as of the date of the Original Filing. The Company has not updated the disclosure contained in the Amendment to reflect events that have occurred since the filing of the Original Filing. Accordingly, this Amendment must be read in conjunction with the Company’s other filings, if any, made with the Securities and Exchange Commission (“SEC”) subsequent to the filing of the Original Filing, including amendments to those filings, if any.
INDEX TO FINANCIAL STATEMENTS
TONGLI PHARMACEUTICALS (USA) INC. AND SUBSIDIARIES
| Report of Independent Registered Public Accounting Firm | F-0 |
| Consolidated Balance Sheets at March 31, 2012 and 2011 | F-1 |
| Consolidated Statements of Income and Other Comprehensive Income For The Years Ended March 31, 2012 and 2011 | F-2 |
| Consolidated Statements of Cash Flows for The Years Ended March 31, 2012 and 2011 | F-3 |
| Consolidated Statements of Changes In Stockholders’ Equity for the Years Ended March 31, 2012 and 2011 | F-4 |
| Notes To Consolidated Financial Statements | F-5 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Tongli Pharmaceuticals (USA), Inc. and subsidiaries
We have audited the accompanying consolidated balance sheets of Tongli Pharmaceuticals (USA), Inc. and subsidiaries as of March 31, 2012 and 2011 and the related consolidated statements of income and other comprehensive income, changes in stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of in internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Tongli Pharmaceuticals (USA), Inc. and subsidiaries as of March 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.
/S/ Paritz & Company, P.A.
Hackensack, New Jersey
July 11, 2012
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.
Dated: July 24, 2012
| /s/ Mingli Yao | |
| Mingli Yao | |
| Chief Executive Officer and Chairman |
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/ Mingli Yao | Chief Executive Officer and Chairman | July 24, 2012 | ||
| Mingli Yao | (principal executive officer) | |||
| /s/Li Li | Chief Financial Officer | July 24, 2012 | ||
| Li Li | (principal financial and accounting officer) | |||
| /s/ Ailing Zhao | Corporate Secretary and Director | July 24, 2012 | ||
| Ailing Zhao | �� | |||
| /s/ Yuan Yao | Director | July 24, 2012 | ||
| Yuan Yao | ||||
| /s/ Zhijian Hao | Director | July 24, 2012 | ||
| Zhijian Hao |
