Weikang Bio-tech 8-K/A Financial Statements and Exhibits

WEIKANG BIO-TECHNOLOGY GROUP CO., INC AND

TIANFANG (GUIZHOU) PHARMACEUTICAL CO., LTD

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Contents

Page

Pro Forma Combined Financial Statements:
Pro Forma Consolidated Balance Sheet as of June 30, 2008 (unaudited)	2
Pro Forma Consolidated Statements of Operations for the Six Months Ended June 30, 2008 (unaudited)	3
Pro Forma Consolidated Statements of Operations for the Year Ended December 31, 2007 (unaudited)	4
Notes to Pro Forma Consolidated Financial Statements (unaudited)	5

WEIKANG BIO-TECHNOLOGY GROUP CO., INC AND

TIANFANG (GUIZHOU) PHARMACEUTICAL CO., LTD

PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2008

(UNAUDITED)

	Weikang							Pro forma				Pro forma
	Bio-Tech (1)			Tianfang (2)				Adjustments				Combined
	(historical)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	24,704		$	-		$					$	24,704
Accounts receivable, net		75,938			-								75,938
Advance to suppliers		72,568			-								72,568
Other receivables		32,231			-								32,231
Due from officer		4,939,352			-								4,939,352
Due from related parties		181,691			-								181,691
Inventory		151,590			-								151,590
					-								-
TOTAL CURRENT ASSETS		5,478,074			-				-				5,478,074
NONCURRENT ASSETS													-
Property and equipment, net		3,890,554			2,448,410				4,739,527		A		11,078,491
Construction in progress		338,168			-								338,168
Intangible assets		565,730			378,335				7,839,360		A		8,783,425
Deferred tax asset		29,487			-								29,487
TOTAL NONCURRENT ASSETS
TOTAL ASSETS	$	10,302,013			2,826,745			$	12,578,887			$	25,707,645
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES								$
Accounts payable	$	38,918			-							$	38,918
Tax payable		22,379			405,632								428,011
Other payables and accrued liabilities		7,628,137			-								7,628,137
Advance from officer		650,000			-								650,000
TOTAL CURRENT LIABILITIES		8,339,434			405,632				-				8,745,066
STOCKHOLDERS' EQUITY
Common Stock		252			-				-				252
Additional paid in capital		(252	)		712,862				14,287,138		A		14,999,748
Statutory reserve		180,411			1,095,607				(1,095,607	)	A		180,411
Accumulated other comprehensive income		753,676			322,771				(322,771	)	A		753,676
Retained earnings		1,028,492			289,873	(d)			(289,873	)	A		1,028,492
TOTAL STOCKHOLDERS' EQUITY		1,962,579			2,421,113				12,578,887				16,962,579
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	10,302,013		$	2,826,745			$	12,578,887			$	25,707,645

(1) Source:  unaudited financial statements of  Weikang Bio-Technology Group Co. Inc. as of June 30, 2008 as filed in Quarterly Report on Form 10QSB
	filed with the SEC on August 14, 2008.
(2) Source:  unaudited financial statements of Tianfang (Guizhou) Pharmaceutical Co., Ltd. (Tianfang) included in this 8-K.
(A) Allocation of the net purchase price to the fair value of assets acquired and liabilities assumed.  The excess purchase price of $99,893 is being
	allocated to goodwill.

See accompanying notes to pro forma combined financial statements

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WEIKANG BIO-TECHNOLOGY GROUP CO., INC AND

TIANFANG (GUIZHOU) PHARMACEUTICAL CO., LTD

PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2008

(UNAUDITED)

	Weikang						Pro forma			Pro forma
	Bio-Tech (1)			TianFang (2)			Adjustments			Combined
	(historical)
Net Revenue	$	3,199,898		$	865,287		$			$	4,065,185
Cost of Revenue		1,166,038			379,616						1,545,654
Gross Profit		2,033,860			485,671			-			2,519,531
Operating expenses:
Selling expenses		5,559			69,252						74,811
General and administrative expenses		367,863			122,593						490,456
Total operating expenses		373,422			191,845			-			565,267
Income from operations		1,660,438			293,826			-			1,954,264
Non-operating income (expenses):
Interest income		167			-						167
Finance expenses		(605	)		-						(605	)
Other expenses		(708	)		-						(708	)
Total non-operating expenses		(1,146	)		-			-			(1,146	)
Income before income tax		1,659,292			293,826						1,953,118
Income tax		-			73,456						73,456
Net income		1,659,292			220,370			-			1,879,662
Other comprehensive item
Foreign currency translation		557,244			(291,105	)					266,139
Comprehensive Income (loss)	$	2,216,536			(70,735	)	$	-		$	2,145,801
Earnings per share	$	0.07								$	0.07
Weighted average shares outstanding		25,229,800									25,229,800
									��
(1) Source: unaudited financial statements of Weikang Bio-Technology Group Co. Inc. as of June 30, 2008 as filed in Quarterly Report on Form 10QSB
filed with the SEC on August 14, 2008.
(2) Source: unaudited financial statements of Tianfang (Guizhou) Pharmaceutical Co., Ltd. (Tianfang) included in this Form 8-K.

See accompanying notes to pro forma combined financial statements

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WEIKANG BIO-TECHNOLOGY GROUP CO., INC AND

TIANFANG (GUIZHOU) PHARMACEUTICAL CO., LTD

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2007

 (UNAUDITED)

	Pro forma
	Weikang						Pro forma		Pro forma
	Bio-Tech (1)			Tianfang (2)			Adjustments		Combined
	(historical)			(historical)
Net Revenue	$	4,160,947		$	15,141,052		$		$	19,301,999
Cost of Revenue		2,015,261			6,848,773					8,864,034
Gross Profit		2,145,686			8,292,279			-		10,437,965
Operating expenses:
Selling expenses		45,647			1,619,827					1,665,474
General and administrative expenses		646,845			321,156					968,001
Total operating expenses		692,492			1,940,983			-		2,633,475
Income from operations		1,453,194			6,351,296			-		7,804,490
Non-operating income (expenses):
Other expense		(653,496	)		(523	)				(654,019	)
Interest income		1,149			9,185					10,334
Total non-operating income (expenses)		(652,347	)		8,662			-		(643,685	)
Income before income tax		800,847			6,359,958					7,160,805
Income tax		-			1,530,571					1,530,571
Net income		800,847			4,829,387			-		5,630,234
Other comprehensive item
Foreign currency translation		491,247			472,568					963,815
Comprehensive Income	$	1,292,094		$	5,301,955		$	-	$	6,594,049
Earnings per share	$	0.03							$	0.23
Weighted average shares outstanding		24,822,865								24,822,865
(1) Source: unaudited pro forma financial statements of Weikang Bio-Technology Group Co, Inc. for the year ended December 31, 2007,
as if the acquisition of Sinary and Heilongjiang Weikang had occurred on January 1, 2007.
(2) Source: audited financial statements of Tianfang (Guizhou) Pharmaceutical Co., Ltd. (Tianfang) included in this Form 8-K.

See accompanying notes to pro forma combined financial statements

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WEIKANG BIO-TECHNOLOGY GROUP CO., INC AND

TIANFANG (GUIZHOU) PHARMACEUTICAL CO., LTD

NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

On June 30, 2008, Heilongjiang Weikang Bio-Technology Group Co., Ltd. (“Heilongjiang Weikang”), the indirect wholly owned subsidiary of Weikang Bio-Technology Group Co., Inc. (“Weikang Biotech”), entered into a Stock Purchase Agreement dated with Tianfang (Guizhou) Pharmaceutical Co., Ltd., a Chinese limited liability company (“Tianfang”) and Tianfang’s two shareholders, Beijing Shiji Qisheng Trading Co., Ltd., a Chinese limited liability company and Tri-H Trade (U.S.A.) Co., Ltd., a California corporation for Heilongjiang Weikang to acquire 100% of the issued and outstanding equity interests of Tianfang for the aggregate purchase price of $15,000,000 (the “Consideration”).  The acquisition was completed on July 22, 2008.

The accompanying pro forma combined balance sheet presents the accounts of Weikang Biotech and Tianfang as if the acquisition of Tianfang by Heilongjiang Weikang occurred on June 30, 2008 for balance sheet purposes.  The accompanying pro forma combined statements of operations present the accounts of Weikang Biotech and Tianfang for the six months ended June 30, 2008 and for the year ended December 31, 2007 as if the acquisition occurred on January 1, 2008 and January 1, 2007, respectively.  The pro forma statement of operation of Weikang Biotech for the year ended December 31, 2007 presents the accounts of Sinary Bio-Technology Holdings Group (“Sinary”) and Heilongjiang Weikang as if the acquisition of Sinary and Heilongjiang Weikang had occurred on January 1, 2007.  The fair values of the assets acquired and liabilities assumed at agreement date are used for the purpose of purchase price allocation.  The excess of the purchase price over the fair value of the net assets acquired of $99,893 is recorded as goodwill.

The following adjustments would be required if the acquisition occurred as indicated above:

Allocation of the net purchase price to the fair value of assets acquired and liabilities assumed.  The excess purchase price of $99,893 is being allocated to goodwill.

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