UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2 to
Form 10-K
(Mark One)
| x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2008.
| ¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______________ to ______________
Kun Run Biotechnology, Inc.
(Exact name of registrant as specified in Charter)
| Nevada | | 333-141384 | | 98-0517550 |
(State or other jurisdiction of incorporation or organization) | | (Commission File No.) | | (IRS Employee Identification No.) |
Free Trade Zone
168 Nanhai Avenue, Haikou City
Hainan Province, China 570216
(Address of Principal Executive Offices)
86-898-6680-2207
(Issuer Telephone number)
Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act:
| Title of Each Class: | | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.001 | | None |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ
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 o No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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 þ No o
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. 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.
Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act): Yes o No þ
The aggregate market value of the 2,477,500 shares of voting and non-voting common equity stock held by non-affiliates of the registrant was $ 2,502,275 as of June 30, 2008, the last business day of the registrant’s most recently completed second fiscal quarter, based on the last sale price of the registrant’s common stock on such date of $1.01 per share, as reported by The Over-The-Counter Bulletin Board.
As of March 30, 2009, there were 25,000,000 shares of common stock of Kun Run Biotechnology, Inc. outstanding.
EXPLANATORY NOTE
This amendment no. 2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, initially filed with the Securities and Exchange Commission on March 31, 2009, is being filed to re-file the Exhibit 10.7 pursuant to the request of the Securities and Exchange Commission to supply the name of the general sales agent and its address.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(3) Exhibits
The exhibits listed on the Exhibit Index are included, or incorporated by reference, in this annual report.
Index to Exhibits
| Number | | Description of Exhibit |
| 3.1 | | Amended and Restated Articles of Incorporation of the Company incorporated by reference to exhibit 1 of Form 8-A12G filed on April 13, 2009 |
| 3.2 | | Amended and Restated Bylaws of the Company incorporated by reference to exhibit 2 of Form 8-A12G filed on April 13, 2009. |
| 4.1 (1) | | Stock Purchase Agreement by and among Aspen Racing Stables, Inc., Trixy Sasyniuk-Walt, Kun Run Biotechnology Ltd., Xueyun Cui and Liqiong Yang dated August 21, 2008 |
| 4.2 (1) | | Make Good Escrow Agreement by and among Aspen Racing Stables, Inc., Xueyun Cui, Trixy Sasyniuk-Walt, and Securities Transfer Corporation dated September 16, 2008 |
| 10.1 (1) | | Consulting Agreement by and between Halter Capital Corporation and Kun Run Biotechnology Ltd. dated September 16, 2008 |
| 10.2 (2) | | Real Property Purchase and Sale Agreement between Hainan Zhonghe Pharmaceutical Co., Ltd. and Hainan Twenty First Media Co., Ltd. dated October 9, 2008 |
| 10.3 (2) | | Supplemental Contract to exhibit 10.2 dated October 27, 2008 |
| 10.4 (2) | | Real Property Purchase and Sale Agreement between Hainan Zhonghe Pharmaceutical Co., Ltd. and Hainan Xike Real Estates Co., Ltd. dated October 6, 2008 |
| 10.5 (2) | | Power Cable Purchase Agreement between Hainan Zhonghe Pharmaceutical Co. Ltd. and Hainan Delixi Electric Power Facility Company dated March 27, 2008 |
| 10.6 (2) | | Power Cable Purchase Agreement between Hainan Delixi Electro-mechanical Equipment Mfg.Co.Ltd and Hainan Zhonghe Pharmaceutical Co. Ltd. dated March 27, 2008 |
| 10.7 * | | General Agent Agreement between Hainan Zhonghe Pharmaceutical Co. Ltd. and Beijing Yabaofangda Pharmaceutical Limited dated November 1, 2008 (certain portions of the exhibit have been omitted based upon a request for confidential treatment and the non-public information has been filed with the Securities and Exchange Commission) |
| 10.8 (2) | | Employment Agreement between the Company and Yan Lin dated January 1, 2009 |
| 10.9 (2) | | Employment Agreement between the Company and Xiaoqun Ye dated January 1, 2007 |
| 21.1 | | Subsidiaries of the Company (incorporated by reference to same exhibit number of our annual report on Form 10-K/A filed on April 3, 2009) |
| 31.1* | | Certification of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | | Certification of Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1* | | Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 |
(1) Incorporated by reference to same exhibit number of our current report on Form 8-K filed on September 22, 2008
(2) Incorporated by reference to same exhibit number of our annual report on Form 10-K filed on March 31, 2009.
* Filed herewith.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned hereunto duly authorized.
| | Kun Run Biotechnology, Inc. |
| | (Registrant) |
| | |
| Dated: July 30, 2009 | |
| | By /s/ Xiaoqun Ye |
| | Name: | Xiaoqun Ye |
| | Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K/A has been signed by the following persons in the capacities indicated as of July 30, 2009.
| Signature | | Title |
| | | |
/s/ Xueyun Cui | | Director |
| Xueyun Cui | | |
| | | |
/s/Yan Lin | | Chief Accounting Officer |
| Yan Lin | | |
