UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

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: 333-165684

WEIKANG BIO-TECHNOLOGY GROUP CO., INC.

(Exact name of small business issuer as specified in its charter)

Nevada

22-2816569

(State or other jurisdiction of incorporation or

organization)

(IRS Employer identification No.)

No. 365 Chengde Street, Daowai District, Harbin

Heilongjiang Province, People’s Republic of China 150020

(Address of principal executive offices)

(86) 451- 88355530

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 x No ¨

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 x No ¨

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 x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ¨ No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Check whether the registrant filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 35,128,358 shares of common stock, $.00001 par value, were outstanding as of August 13, 2012.

TABLE OF CONTENTS

		Page
	PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements.	1

	Report of Registered Independent Public Accounting Firm	2

	Consolidated Balance Sheets as of June 30, 2012 and December 31, 2011	3

	Consolidated Statements of Income and Comprehensive Income for the six and three months ended June 30, 2012 and 2011	5

	Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011	6

	Notes to Consolidated Financial Statements as of June 30, 2012 and December 31, 2011 and for the six months ended June 30, 2012 and 2011	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation.	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	34
Item 4.	Controls and Procedures.	34
	PART II—OTHER INFORMATION
Item 1.	Legal Proceedings.	34
Item 1A.	Risk Factors.	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	34
Item 3.	Defaults Upon Senior Securities.	35
Item 4.	Mine Safety Disclosures.	35
Item 5.	Other Information.	35
Item 6.	Exhibits.	35

SIGNATURES		37

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Weikang Bio-Technology Group Co., Inc.

Unaudited Consolidated Financial Statements

June 30, 2012 and December 31, 2011

(Stated in US Dollars)

Contents	Pages

Report of Independent Registered Public Accounting Firm	2

Consolidated Balance Sheets	3 – 4

Consolidated Statements of Income	5

Consolidated Statements of Cash Flows	6

Consolidated Statements of Stockholders’ Equity	7

Notes to Consolidated Financial Statements	8 – 25

REPORT OF REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM

To:

The Board of Directors and Stockholders of

Weikang Bio-Technology Group Co., Inc.

We have reviewed the accompanying interim consolidated balance sheets of Weikang Bio-Technology Group Co., Inc. (“the Company”) as of June 30, 2012 and December 31, 2011, and the related statements of income, stockholders’ equity, and cash flows for the three and six months periods ended June 30, 2012 and 2011. These interim consolidated financial statements are the responsibility of the Company's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim consolidated financial statements for them to be in conformity with U.S. generally accepted accounting principles.

	/s/ WWC, P.C.
San Mateo, California	WWC, P.C.
August 7, 2012	Certified Public Accountants

Weikang Bio-Technology Group Co., Inc.

Consolidated Balance Sheets

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

	Note		(Unaudited) June 30, 2012		(Audited) December 31, 2011
Assets

Current assets
Cash and cash equivalents		2C	$	81,507,925	$	70,783,230
Accounts receivable, net		2D,3		1,115,833		5,576,368
Advance to suppliers and other receivables		4		4,142,350		4,426,613
Inventory		2E, 5		621,687		1,024,467
Deferred tax asset				37,051		37,192

Total current assets				87,424,846		81,847,870

Non-current assets
Property and equipment, net		2F, 6		23,272,858		24,208,825
Construction in progress		7		869,579		872,891
Intangible assets		8		16,054,062		16,263,238

Total non-current assets				40,196,499		41,344,954

Total Assets			$	127,621,345	$	123,192,824

Liabilities and Stockholders’ Equity

Current liabilities
Accounts payable			$	23,245	$	392,014
Taxes payable		10		1,793,241		6,433,014
Accrued expenses and other payables		11		623,739		739,797

Total current liabilities				2,440,225		7,564,825

Contingencies
Deferred Tax Liability, net		12		3,419,561		3,528,521

Total Liabilities			$	5,859,786	$	11,093,346

See Accompanying Notes to the Consolidated Financial Statements and Accountant’s Report

Weikang Bio-Technology Group Co., Inc.

Consolidated Balance Sheets

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

	Note		(Unaudited) June 30, 2012		(Audited) December 31, 2011
Stockholders’ Equity
Common stock, $0.00001 par value; 100,000,000 shares authorized; 35,128,358 and 34,451,880 shares issued and outstanding at June 30, 2012 and December 31, 2011 respectively		14	$	351	$	344
Additional paid in capital				31,206,170		28,660,289
Statutory reserves		15		2,431,927		2,431,927
Accumulated other comprehensive income				6,479,121		6,932,246
Retained earnings				81,643,990		74,074,672

Total stockholders’ equity				121,761,559		112,099,478

Total Liabilities and Stockholders’ Equity			$	127,621,345	$	123,192,824

See Accompanying Notes to the Consolidated Financial Statements and Accountant’s Report

Weikang Bio-Technology Group Co., Inc.

Consolidated Statements of Income and Comprehensive Income

For the three and six month periods ended June 30, 2012 and 2011

(Stated in US Dollars)

			Six Months Ended June 30,						Three Months Ended June 30,
	Note		2012			2011			2012			2011

Net sales		2J	$	28,648,073		$	45,222,922		$	10,974,290		$	17,064,833
Cost of goods sold		2K		13,159,564			17,347,213			5,414,376			6,860,780
Gross profit				15,488,509			27,875,709			5,559,914			10,204,053

Operating expenses
Selling				1,263,870			2,591,039			604,703			1,645,315
General and administrative				3,482,127			4,567,323			2,889,405			2,999,994
Research and development				-			-			-			-
Total operating expenses				4,745,997			7,158,362			3,494,108			4,645,309

Income from operations				10,742,512			20,717,347			2,065,806			5,558,744

Non-operating income (expenses)
Interest income				190,491			126,200			97,153			75,781
Other income				-			535,078						269,250
Other expenses				(174	)		(28,007	)					(27,875	)
Total non-operating income, net				190,317			633,271			97,153			317,156

Income before income tax				10,932,829			21,350,618			2,162,959			5,875,900
Income tax		2I,13		3,363,512			6,300,857			1,173,328			2,132,200

Net income				7,569,317		$	15,049,761			989,631		$	3,743,700

Other comprehensive income
Foreign currency translation gain (loss)		2O		(453,123	)		1,748,778			(584,350	)		1,031,763

Comprehensive income			$	7,116,194		$	16,798,539		$	405,281		$	4,775,463

Basic earnings per share			$	0.22		$	0.48		$	0.03		$	0.12
Diluted earnings per share			$	0.22		$	0.48		$	0.03		$	0.12

Basic weighted average shares outstanding		2Q		34,647,494			31,572,295			34,843,108			32,475,396
Diluted weighted average shares outstanding		2Q		34,647,494			31,572,295			34,843,108			32,475,396

See Accompanying Notes to the Consolidated Financial Statements and Accountant’s Report

Weikang Bio-Technology Group Co., Inc.

Consolidated Statements of Cash Flows

For the six month periods ended June 30, 2012 and 2011

(Stated in US Dollars)

	Six Months Ended June 30,
	2012			2011

Cash flows from operating activities:
Net Income	$	7,569,317		$	15,049,761
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		994,829			610,064
Stock compensation		2,545,887			3,384,243
Changes in deferred tax		(95,836	)		(44,523	)
(Increase) decrease in current assets:
Accounts receivable		4,451,692			(2,171,506	)
Advance to suppliers and other receivables		268,379			(4,226,532	)
Inventory		400,000			94,779
Increase (decrease) in current liabilities:
Accounts payable		(368,300	)		574,840
Unearned revenue		-			(535,078	)
Accrued expenses and other payables		(113,564	)		(763,755	)
Taxes payable		(4,628,169	)		(3,588,274	)

Net cash provided by operating activities		11,024,235			8,384,019

Cash flows from investing activities:
Construction in progress		-			(148,477	)
Acquisition of property and equipment		(507	)		(18,752	)

Net cash provided by (used in) investing activities		(507	)		(167,229	)

Cash flows from financing activities:
Net proceeds from shares issued		-			2,016,900
Advance to shareholder		-			(245,324	)
Advance to related party		-			(21,403	)

Net cash provided by financing activities		-			1,750,173

Effect of exchange rate change on cash and equivalents		(299,033	)		1,270,076

Increase in cash and equivalents		10,724,695		$	11,237,039

Cash and equivalents, beginning of period		70,783,230			50,363,812

Cash and equivalents, end of period	$	81,507,925		$	61,600,851

Supplementary cash flow information:
Income tax paid	$	4,710,856		$	9,113,542
Interest paid		-		$	-

See Accompanying Notes to the Consolidated Financial Statements and Accountant’s Report

Weikang Bio-Technology Group Co., Inc.

Consolidated Statements of Stockholders’ Equity

For the year ended December 31, 2011 and the period ended June 30, 2012

(Stated in US Dollars)

	Shares		Amount		Additional paid in capital		Statutory reserves		Other comprehensive income			Retained Earnings		Total

Balance at January 1, 2011		29,963,551	$	300		17,530,601		2,431,927		2,524,566			44,442,781		66,930,175
Shares issued for capital contribution		938,329		9		2,016,900		-		-			-		2,016,900
Shares issued for service providers		3,550,000		35		9,112,788		-		-			-		9,112,788
Net Income		-		-		-		-		-			29,631,891		29,631,891
Foreign currency translation gain		-		-		-		-		4,407,680			-		4,407,680
Balance at December 31, 2011		34,451,880	$	344	$	28,660,289	$	2,431,927	$	6,932,246		$	74,074,672	$	112,099,478

Balance at January 1, 2012		34,451,880	$	344	$	28,660,289	$	2,431,927	$	6,932,246		$	74,074,672	$	112,099,478
Net Income		-		-		-		-		-			7,569,318		7,569,318
Shares transferred to service providers		-		-		2,334,000		-		-			-		2,334,000
Shares issued for settlement of litigation		676,478		7		211,881		-		-			-		211,881
Foreign currency translation gain/(loss)		-		-		-		-		(453,125	)		-		(453,125	)
Balance at June 30, 2012		35,128,358	$	351	$	31,206,170	$	2,431,927		6,479,121			81,643,990		127,761,559

See Accompanying Notes to the Consolidated Financial Statements and Accountant’s Report

Weikang Bio-Technology Group Co., Inc.

Notes to Consolidated Financial Statements

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

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 the Company’s 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. 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.

Weikang Bio-Technology Group Co., Inc.

Notes to Consolidated Financial Statements

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

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 Yin 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.

The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.

The consolidated interim financial information as of June 30, 2012 and for the six and three month periods ended June 30, 2012 and 2011 have been prepared without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures, which are normally included in consolidated financial statements prepared in accordance with U.S. GAAP have not been included. The interim consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, previously filed with the SEC.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of June 30, 2012, its consolidated results of operations and cash flows for the six and there month periods ended June 30, 2012 and 2011, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Sinary, and the results of operations of Weikang, Sinary’s wholly-owned subsidiary; and Tianfang. All significant inter-company accounts and transactions were eliminated in consolidation.

Weikang Bio-Technology Group Co., Inc.

Notes to Consolidated Financial Statements

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

Use of Estimates

In preparing financial statements in conformity with United States Generally Accepted Accounting Principles (“US GAAP”), management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting year. Significant estimates, required by management, include the recoverability of long-lived assets, allowance for doubtful accounts, and the reserve for obsolete and slow-moving inventories. Actual results could differ from those estimates.

Cash and Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents.

Accounts Receivable

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. Based on management’s analysis noted above, the Company made allowance for bad debts of $292,379 and $293,493 at June 30, 2012 and December 31, 2011, respectively.

Inventory

Inventories are valued at the lower of cost or market with cost determined on a moving weighted average basis. Costs of work in progress and finished goods are comprised of direct material cost, direct production cost and an allocated portion of production overhead.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for maintenance and repairs are expensed as incurred; additions, renewals and betterments are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for all assets with estimated lives, as follows:

Building	20 years
Vehicle	5 years
Office Equipment	3-7 years
Production Equipment	3-10 years

Land Use Right

Right to use land is stated at cost less accumulated amortization. Amortization is provided using the straight-line method over 50 years.

Weikang Bio-Technology Group Co., Inc.

Notes to Consolidated Financial Statements

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

Impairment of Long-Lived Assets

We evaluate the recoverability of long-lived assets with finite lives in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 360-10-35, “Accounting for the Impairment or Disposal of Long-Lived Assets”, which requires recognition of impairment of long-lived assets whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. When events or changes in circumstances indicate the carrying amount of an asset may not be recoverable based on estimated undiscounted cash flows, the impairment loss would be measured as the difference between the carrying amount of the asset and its fair value based on the present value of estimated future cash flows. Fair value is generally determined by the asset’s expected future discounted cash flows or market value, if readily determinable. Based on its review, the Company believes that, as of June 30, 2012 and December 31, 2011, there were no significant impairments of its long-lived assets.

Income Taxes

The Company uses FASB ASC Topic 740, “Accounting for Income Taxes”, which requires recognition of deferred tax assets and liabilities for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are considered as the tax consequences in future years for differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the positions taken or the amount of the positions that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely to be realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interests associated with unrecognized tax benefits are classified as interest expenses and penalties are classified in selling, general and administrative expenses in the statements of income. At June 30, 2012 and December 31, 2011, the Company did not take any uncertain positions that would necessitate recording of tax related liability.

Revenue Recognition

The Company's revenue recognition policies are in compliance with SEC Staff Accounting Bulletin (SAB) 104 (codified in FASB ASC Topic 480). Sales revenue is recognized when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all the relevant criteria for revenue recognition is met are recorded as unearned revenue.

Sales revenue consists of the invoiced value of goods, which is net of value-added tax (“VAT”). All of the Company’s products are sold in the PRC and are subject to Chinese VAT of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing their end product. The Company recorded VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables.

Weikang Bio-Technology Group Co., Inc.

Notes to Consolidated Financial Statements

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

Sales and purchases are recorded net of VAT collected and paid. VAT taxes are not affected by the income tax holiday.

Sales returns and allowances was $0 for the six and three months ended June 30, 2012 and 2011. The Company does not provide unconditional right of return, price protection or any other concessions to its dealers or other customers.

Cost of Goods Sold

Cost of goods sold consists primarily of material costs, employee compensation, depreciation and related expenses, which are directly attributable to the production of products. Write-down of inventory to the lower of cost or market is also recorded in cost of goods sold.

Concentration of Credit Risk

Cash includes cash on hand and demand deposits in accounts maintained within the PRC and the US. The Company maintains balances at financial institutions which, from time to time, may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits for the banks located in the US. Balances at financial institutions within the PRC are not covered by insurance. As of June 30, 2012 and December 31, 2011, the Company had no deposit in the bank located in US which was in excess of federally insured limits; the Company had $81,498,732 and $70,783,230 deposits in the banks in China, respectively. The Company’s financial institutions in China are reputable banks and majority owned by the Chinese government. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.

Financial instruments that potentially subject the Company to credit risk consist primarily of cash, accounts and other receivables. The Company does not require collateral or other security to support these receivables. The Company conducts periodic reviews of its clients' financial condition and customer payment practices to minimize collecting risk on accounts receivable.

The operations of the Company are located in the PRC. Accordingly, the Company's business, financial condition, and results of operations may be influenced by the political, economic, and legal environments in the PRC, as well as by the overall performance of the PRC’s economy.

Statement of Cash Flows

In accordance with FASB ASC Topic 230, “Statement of Cash Flows”, cash flows from the Company's operations are calculated based upon local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows may not necessarily agree with changes in the corresponding balances on the balance sheet.

Weikang Bio-Technology Group Co., Inc.

Notes to Consolidated Financial Statements

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

Fair Value of Financial Instruments

For certain of the Company’s financial instruments, including cash and equivalents, accounts and other receivables, accounts and other payables, accrued liabilities and short-term debt, the carrying amounts approximate their fair values due to their short maturities. ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The Company analyzes all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815.

As of June 30, 2012 and December 31, 2011, the Company did not identify any assets and liabilities that were required to be presented on the balance sheet at fair value.

Foreign Currency Translation and Comprehensive Income (Loss)

The Company’s functional currency is the Renminbi (“RMB”). For financial reporting purposes, RMB were translated into United States Dollars ("USD" or “$”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period. Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders' equity as "Accumulated other comprehensive income".

Gains and losses resulting from foreign currency transactions are included in income. There has been no significant fluctuation in exchange rate for the conversion of RMB to USD after the balance sheet date.

The Company uses FASB ASC Topic 220, “Reporting Comprehensive Income”. Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except the changes in paid-in capital and distributions to stockholders due to investments by stockholders. Comprehensive income for the six and three months ended June 30, 2012 and 2011 included net income and foreign currency translation adjustments.

Weikang Bio-Technology Group Co., Inc.

Notes to Consolidated Financial Statements

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

Stock-Based Compensation

The Company accounts for its stock-based compensation in accordance with FASB ASC Topic 718 and 505, “Share Based Payment”. The Company recognizes in the statement of operations the grant-date fair value of stock options and other equity-based compensation issued to employees and non-employees.

Basic and Diluted Earnings per Share (EPS)

Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similarly to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. Diluted net earnings per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. For the six and three months ended June 30, 2012 and 2011, there were no dilutive shares outstanding due to anti-dilutive feature. The following table presents a reconciliation of basic and diluted earnings per share for the six and three months ended June 30, 2012 and 2011:

	Six Months Ended June 30,
	2012		2011
Net income	$	7,569,317	$	15,049,761

Weighted average shares outstanding – basic		34,647,494		31,572,295

Weighted average shares outstanding – diluted		34,647,494		31,572,295

Earnings per share – basic	$	0.22	$	0.48
Earnings per share - diluted	$	0.22	$	0.48

	Three Months Ended June 30,
	2012		2011
Net income	$	989,631	$	3,743,700

Weighted average shares outstanding – basic		34,843,108		32,475,396

Weighted average shares outstanding – diluted		34,843,108		32,475,396

Earnings per share – basic	$	0.03	$	0.12
Earnings per share - diluted	$	0.03	$	0.12

Weikang Bio-Technology Group Co., Inc.

Notes to Consolidated Financial Statements

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

Segment Reporting

FASB ASC Topic 280, "Disclosures about Segments of an Enterprise and Related Information" requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company's management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manners in which management disaggregates a company.

FASB ASC Topic 280 has no effect on the Company's financial statements as substantially all of the Company's operations are conducted in one industry segment.

New Accounting Pronouncements

On July 27, 2012, the FASB issued ASU 2012-02, Intangibles-Goodwill and Other (Topic 350) – Testing Indefinite-Lived Intangible Assets for Impairment. The ASU provides entities with an option to first assess qualitative factors to determine whether events or circumstances indicate that it is more likely than not that the indefinite-lived intangible asset is impaired. If an entity concludes that it is more than 50% likely that an indefinite-lived intangible asset is not impaired, no further analysis is required. However, if an entity concludes otherwise, it would be required to determine the fair value of the indefinite-lived intangible asset to measure the amount of actual impairment, if any, as currently required under US GAAP. The ASU is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The adoption of this pronouncement will not have a material impact on its financial statements.

As of June 30, 2012, there are no other recently issued accounting standards not yet adopted that would have a material effect on the Company’s consolidated financial statements

Accounts Receivable

	6/30/2012			12/31/2011
Accounts receivable	$	1,408,212		$	5,869,861
Less: Allowance for doubtful accounts		(292,379	)		(293,493	)
	$	1,115,833		$	5,576,368

	6/30/2012			12/31/2011
Allowance for bad debt:
Beginning balance	$	(293,493	)	$	-
Additions to allowance		-			(293,493	)
Effect of exchange rate change		(1,114	)		-
Ending balance	$	(292,379	)	$	(293,493	)

The Company offers credit terms of between 30 to 60 days to most of their customers.

Advances to Suppliers and Other Receivables

Advances to suppliers and other receivables at June 30, 2012 and December 31, 2011 were as follows:

	6/30/2012		12/31/2011
Prepaid IR expense	$	34,390	$	72,500
Advance to suppliers		4,107,405		4,353,369
Other		555		744
Total	$	4,142,350	$	4,426,613

Weikang Bio-Technology Group Co., Inc.

Notes to Consolidated Financial Statements

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

Inventory

Inventory at June 30, 2012 and December 31, 2011 was as follows:

	6/30/2012		12/31/2011
Raw materials	$	85,554	$	299,271
Work in progress		-		233,820
Packing materials		428,060		265,822
Finished goods		108,073		225,554
Total	$	621,687	$	1,024,467

Property and Equipment, net

Property and equipment consisted of the following at June 30, 2012 and December 31, 2011:

	6/30/2012			12/31/2011
Building	$	24,087,182		$	24,178,930
Building improvements		984,913			988,664
Production equipment		2,579,775			2,589,602
Office furniture and equipment		231,681			232,056
Vehicles		133,053			133,559
		28,016,604			28,122,811
Less: Accumulated depreciation		(4,743,746	)		(3,913,986	)
	$	23,272,858		$	24,208,825

Depreciation for the six months ended June 30, 2012 and 2011 was $846,955 and $467,474, respectively.

Depreciation for the three months ended June 30, 2012 and 2011 was $423,492 and $232,201, respectively.

Construction in Progress

At June 30, 2012 and December 31, 2011, construction in progress consisted of the payment for constructing a manufacturing line for producing licorice flavonoids. The construction was substantially completed at the end of 2011. However, the manufacturing line is in the process of final inspection before put in use.

Weikang Bio-Technology Group Co., Inc.

Notes to Consolidated Financial Statements

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

Intangible Assets

Intangible assets consisted of the following at June 30, 2012 and December 31, 2011:

	6/30/2012			12/31/2011
Land use right	$	13,242,993		$	13,293,435
Goodwill arising from acquisition of Tianfang		3,866,726			3,881,455
Software and internet domain		8,675			8,708
		17,118,394			17,183,598
Less: Accumulated amortization		(1,064,332	)		(920,360	)
	$	16,054,062		$	16,263,238

All land in the PRC is government owned and cannot be sold to any individual or company. However, the government grants users a “land use right” to use the land. The Company has the right to use the land for 50 years and amortizes the right on a straight-line basis over 50 years.

Amortization for the six months ended June 30, 2012 and 2011 was $154,524 and $142,590, respectively. Amortization for the three months ended June 30, 2012 and 2011 was $77,262 and $71,751, respectively. Amortization for the next five years from June 30, 2012 is expected to be $310,000, $295,000, $295,000, $295,000 and $295,000, respectively.

Major Customers and Vendors

There were no customers who accounted for over 10% of the Company’s total sales for the six and three months ended June 30, 2012 and 2011.

Four venders provided 53% of the Company’s purchases of raw materials for the six months ended June 30, 2012. Each vendor accounted for 19%, 12%, 11% and 11% of the purchases. The Company did not have accounts payable to these vendors at June 30, 2012.

Three vendors provided 45% of the Company’s purchases of raw materials for the six months ended June 30, 2011. Each vendor accounted for 18%, 17%, and 10% of the purchases. At June 30, 2011 the total payable balance due to these three vendors was $349,047.

Three venders provided 59% of the Company’s purchases of raw materials for the three months ended June 30, 2012. Each vendor accounted for 33%, 13% and 13% of the purchases. The Company did not have accounts payable to these vendors at June 30, 2012.

Two vendors provided 38% of the Company’s purchases of raw materials for the three months ended June 30, 2011. Each vendor accounted for 27%, and 11% of the purchases. The Company did not have accounts payable to these vendors at June 30, 2011.

Weikang Bio-Technology Group Co., Inc.

Notes to Consolidated Financial Statements

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

10.

Taxes Payable

Taxes payable consisted of the following at June 30, 2012 and December 31, 2011:

	6/30/2012		12/31/2011
Income taxes	$	1,344,972	$	4,960,139
Value added taxes		352,935		1,310,687
Sales tax payable		55,337		55,548
Other		39,997		106,640
	$	1,793,241	$	6,433,014

11.

Other Payables and Accrued Expenses

Accrued expenses consisted of the following at June 30, 2012 and December 31, 2011:

	6/30/2012		12/31/2011
Sales commission	$	620,025	$	622,387
Accrued expenses		3,631		26,035
Auditing		-		83,173
Other payables		83		8,202
	$	623,739	$	739,797

12.

Deferred Tax Asset (Liability)

Deferred tax represented differences between the tax basis and book basis of property, equipment and land use right.

At June 30, 2012 and December 31, 2011, deferred tax asset (liability) consisted of the following:

	6/30/2012			12/31/2011
Deferred tax asset on bad debt allowance - current	$	37,051		$	37,192
Deferred tax asset (net) on property and equipment and land use right for basis differences since acquisition of Heilongjiang Weikang and Tianfang – noncurrent	$	458,427		$	364,238
Deferred tax asset arising from the acquisition of Heilongjiang Weikang - noncurrent		31,977			32,099
Deferred tax liability arising from the acquisition of Tianfang - noncurrent		(3,909,965	)		(3,924,858	)
Deferred tax liability, net - noncurrent	$	(3,419,561	)	$	(3,528,521	)

13.

Income Taxes

Weikang and Sinary were incorporated in the US and have net operating losses (NOL) for income tax purposes. Weikang and Sinary had NOL carry forwards for income taxes $16,843,913 and $1,180,572 at June 30, 2012, respectively, which may be available to reduce future years’ taxable income as NOL; NOLs can be carried forward up to 20 years from the year the loss is incurred. Management believes the realization of benefits from these losses is uncertain due to Weikang and Sinary’s limited operating history and continuing losses. Accordingly, a 100% deferred tax asset valuation allowance was provided.

Weikang Bio-Technology Group Co., Inc.

Notes to Consolidated Financial Statements

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

Heilongjiang Weikang and Tianfang are governed by the Income Tax Law of the PRC concerning the private enterprises that are generally subject to tax at a statutory rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments.

The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the six months ended June 30, 2012 and 2011:

	2012			2011
US statutory rates		34.0	%		34.0	%
Tax rate difference		(11.2	)%		(10.6	)%
Valuation allowance for US NOL		8.1	%		6.1	%
Other		(0.2	)%		-	%
Tax per financial statements		30.7	%		29.5	%

The following table reconciles the U.S. statutory rates to the Company’s effective tax rate for the three months ended June 30, 2012 and 2011:

	2012			2011
US statutory rates		34.0	%		34.0	%
Tax rate difference		(19.7	)%		(12.9	)%
Valuation allowance for US NOL		40.3	%		15.2	%
Other		(0.4	)%		-	%
Tax per financial statements		54.2	%		36.3	%

The provisions for income taxes for the six months ended June 30, 2012 and 2011 consisted of the following:

	2012			2011
Income tax expense - current	$	3,459,348		$	6,345,380
Income tax benefit - deferred		(95,836	)		(44,523	)
Total income tax expenses	$	3,363,512		$	6,300,857

The provisions for income taxes for the three months ended June 30, 2012 and 2011 consisted of the following:

	2012			2011
Income tax expense - current	$	1,221,483		$	2,155,444
Income tax benefit - deferred		(48,155	)		(23,244	)
Total income tax expenses	$	1,173,328		$	2,132,200

Weikang Bio-Technology Group Co., Inc.

Notes to Consolidated Financial Statements

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

14.

Stockholders’ Equity

Common Stock with Warrants Issued for Cash

Private Placement in January 2010

On January 20, 2010, the Company entered into Subscription Agreements with "accredited" investors (or “the Investors”). Pursuant to the Subscription Agreements, the Investors purchased 1,470,588 shares of Company common stock at $1.70 per share. The Company raised $2,500,000 in gross proceeds and received net proceeds of $2,047,500. In connection with the Financing the Company paid the following: (i) $150,000 to an Investment Relations escrow account, (ii) $250,000 in placement agent fees, and (iii) $52,500 in offering expenses, including legal fees.

The Investors received one Series A Warrant and one Series B Warrant for every $8.00 invested in the Company under the Purchase Agreement. Series A Warrants grant the holder the right to purchase shares of Common Stock at $3.00 per share. Series B Warrants grant the holder the right to purchase shares of Common Stock at $5.00 per share. At the closing the Investors received Series A Warrants to purchase 312,500 shares of Common Stock and Series B Warrants to purchase 312,500 shares of Common Stock.

The Series A and Series B Warrants expire January 20, 2013. The Warrants provide for antidilution adjustments to the exercise price for certain convertible securities issued with conversion prices lower than the Warrants' exercise price. The warrants are exercisable into a fixed number of shares. Accordingly, the warrants are classified as equity instruments. The Company accounted for the warrants issued to the investors and placement agents based on the fair value method under ASC Topic 505.The value of warrants was determined by using the Black-Scholes pricing model with the following assumptions: discount rate – 2.76%; dividend yield – 0%; expected volatility – 100% and term of 3 years. The value of the Warrants was $1,212,000.

In connection with the Financing, the Company entered into an Investor Relations Escrow Agreement, pursuant to which the Company established an escrow account of $150,000 which may be allocated and released to investor relations firms for marketing purposes at the sole discretion of a representative of the Investors. The Company paid $150,000 to an IR firm for it to provide IR services over two years. For 2010, the Company recorded $71,096 as an IR expense. During the year ended December 31, 2011, the Company recorded the remaining portion of $78,904 as an IR expense.

In addition the Company issued the following securities: (i) Series A Warrants to purchase 73,528 shares of Common Stock to placement agents, (ii) Series B Warrants to purchase 73,528 shares of Common Stock to placement agents, (iii) 180,000 shares of Common Stock to an investor relations firm, (iv) 600,000 shares of Common Stock to a consultant for business development and capital markets advice, and (v) 7,000 shares of Common Stock for legal services. The value of warrants was determined by using the Black-Scholes pricing model with the following assumptions: discount rate – 2.76%; dividend yield – 0%; expected volatility – 100% and term of 3 years. The value of the Warrants was $285,000.

In connection with the financing, the Company also issued 27,000 shares to several legal counsels and 200,000 shares to a consultant, First Trust China Ltd. The fair value of the shares based on the market price at the date of the financing of $397,000, was recorded as financing expense of the issuance of equity as a charge to additional paid in capital.

Private Placement in December 2010

In December, 2010, the Company sold in a series of private placement a total of 286,249 Units, each unit comprised (i) four shares of common stock, (ii) a three-year warrant to purchase one share of common stock at an exercise price of $3.60 per share (the “Series C Warrant”), and (iii) a three-year warrant to purchase one share of common stock at an exercise price of $4.80 per share (The “Series D Warrant”), for $2,747,973. The Company received net proceeds of $1,976,413. In connection with the Financing the Company paid the following: (i) $299,777 in placement agents’ fees, (ii) $150,000 to an Investment Relations escrow account, and (iii) $321,783 offering expenses, including legal fees, financing consultant fees and bank account management fees. The Company recorded $77,500 as IR expense during the year ended December 31, 2011.

Weikang Bio-Technology Group Co., Inc.

Notes to Consolidated Financial Statements

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

The Series C and Series D Warrants described above which expire at December 2013 issued to the investors are immediately exercisable and have a term of three years. Such warrants may be exercised cashless in the event that there is no effective registration statement providing for the resale of the common stock. The exercise prices of the Warrants are subject to customary adjustments provisions for stock splits, stock dividends, recapitalizations and the like. Additionally, for a period of three years following the final closing of the private placement, anti-dilution protection shall be afforded the investors, The value of warrants was determined by using the Black-Scholes pricing model with the following assumptions: discount rate – 2.76%; dividend yield – 0%; expected volatility – 100% and term of 3 years. The fair value of the Warrants was $974,322.

In connection with the private placement transactions, the Company issued placement agents three-year warrants to purchase an aggregate of 93,232 shares of common stock at $2.40 per share, immediately exercisable, as consideration of services. The value of warrants was determined by using the Black-Scholes pricing model with the following assumptions: discount rate – 2.76%; dividend yield – 0%; expected volatility – 100% and term of 3 years. The fair value of the Warrants was $187,979.

Private Placement in January 2011

On January 28, 2011, the Company sold in a private placement 234,582 Units, each unit comprised of (i) four shares of common stock, (ii) a three-year warrant to purchase one share of common stock at $3.60 per share (the “Series C Warrant”), and (iii) a three-year warrant to purchase one share of common stock at $4.80 per share (The “Series D Warrant”), for $2,252,000. The Company received net proceeds of $2,016,900. In connection with the financing, the Company paid $225,000 in placement agents’ fees.

The Series C and Series D Warrants issued to the investors and the placement agents are immediately exercisable and have a term of three years. The value of warrants was determined by using the Black-Scholes pricing model with the following assumptions: discount rate – 2.76%; dividend yield – 0%; expected volatility – 100% and term of 3 years. The fair value of the Warrants was $889,764.

In connection with the private placement transaction, the Company issued placement agents three-year warrants to purchase an aggregate of 75,000 shares of common stock at an exercise price of $2.40 per share, immediately exercisable, as consideration of services. The value of warrants was determined by using the Black-Scholes pricing model with the following assumptions: discount rate – 2.76%; dividend yield – 0%; expected volatility – 100% and term of 3 years. The fair value of the Warrants was $167,619.

Weikang Bio-Technology Group Co., Inc.

Notes to Consolidated Financial Statements

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

Following is a summary of the warrant activity:

	Number of Shares		Average Exercise Price per Share		Weighted Average Remaining Contractual Term in Years
Outstanding at December 31, 2010		1,437,786		3.98		2.46
Exercisable at December 31, 2010		1,437,786		3.98		2.46

Granted – warrants to placement agents		75,000		2.40		3.00
Granted – series C warrants		234,582		3.60		3.00
Granted – series D warrants		234,582		4.80		3.00

Outstanding at December 31, 2011		1,981,950		3.97		1.63
Exercisable at December 31, 2011		1,981,950		3.97		1.63

Exercised		-
Forfeited		-
Outstanding at June 30, 2012		1,981,950		3.97		1.13
Exercisable at June 30, 2012		1,981,950		3.97		1.13

Stock-Based Compensation and Deferred Compensation

On January 20, 2010, the Company issued 600,000 shares of Common Stock valued at $3.26 per share to several consultants for providing consulting services to the Company for a period of twelve-month. During the year ended December 31, 2010, the Company amortized $1,793,000 as stock-based compensation expense. During the year ended December 31, 2011, the Company amortized $163,000 as stock-based compensation expense.

On January 20, 2010, the Company issued 180,000 shares to an investor relation firm for providing IR services for a period of two-year; the stock was valued at $3.26 per share. During the years ended December 31, 2011 and 2010, the Company amortized $311,084 and $277,324 as stock-based compensation expense. The IR service was terminated during the third quarter of 2011.

During the first quarter of 2010, the Company issued 20,000 shares to one employee with stock valued at $3.26 per share. The Company recorded $65,200 stock-based compensation expense for the shares issued to this employee.

On April 7, 2010, the Company issued 40,000 shares common stock as annual compensation to four independent directors of the Company (10,000 shares each) for one-year service period with stock valued at $4.65 per share. The Company recorded $48,921 and $137,079 stock-based compensation during the years ended December 31, 2011 and 2010, respectively.

On July 28, 2010, the Company issued 40,000 shares common stock as compensation to a consulting company for a one-month business consulting service with stock valued at $3.18 per share. The Company recorded $127,200 as stock-based compensation during 2010.

On October 3, 2010, the Company issued 500,000 shares common stock as compensation to a consulting company for a one-month business consulting service with stock valued at $2.70 per share. The Company recorded $1,350,000 as stock-based compensation during 2010.

Weikang Bio-Technology Group Co., Inc.

Notes to Consolidated Financial Statements

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

On November 18, 2010, the Company issued 29,167 shares common stock as compensation to a former vice president of the Company with stock valued at $3.20 per share. The Company recorded $93,334 as stock-based compensation during 2010.

On December 29, 2010, the Company issued 25,000 shares common stock as compensation to an investor relation company for a one-year IR service with stock valued at $2.90 per share. The Company recorded $71,904 and $596 stock-based compensation during the years ended December 31, 2011 and 2010, respectively. The IR service was terminated during the third quarter of 2011.

In December 2010, the Company issued 200,000 shares to a consulting company for a three-month business consulting services with Far East Strategies, LLC. The stock was valued at $2.44 per share. The Company recorded $488,000 stock-based compensation during the year ended December 31, 2011.

On November 11, 2010, the Company issued 80,000 shares to a consultant for a one-month consulting service. The stock was valued at $3.20 per share. The Company recorded $256,000 stock-based compensation during the year ended December 31, 2010.

According to an investor relation agreement, the Company issued 5,000 shares to an IR firm on January 20, 2011 and January 24, 2011, respectively. The stock was valued at $3.35 and $3.90 per share (stock price at grant date). During 2011, the Company recorded $36,250 as stock-based compensation.

On April 2, 2011, the Company issued 1,500,000 shares to a consultant for three-month consulting service. The stock was valued at $2.95 per share. During 2011, the Company recorded $4,425,000 as stock-based compensation.

On July 3, 2011, the Company issued 1,500,000 shares to a consultant for a two-month consulting service. The stock was valued at $2.32 per share. During 2011, the Company recorded $3,480,000 as stock-based compensation.

On September 14, 2011, the Company issued 400,000 shares to a consulting firm for a three-month consulting service. The stock was valued at $2.00 per share. During 2011, the Company recorded $800,000 as stock-based compensation.

On October 1, 2011, the Company issued 60,000 shares to three independent directors (20,000 shares each). The stock was valued at $1.93 per share. During 2011, the Company recorded $115,582 as stock-based compensation.

On April 11, 2012, the Company issued 321,053 shares to four investors of the company for the settlement of anti-dilution litigation. The stock was valued at $0.35 per share. During the second quarter of 2012, the Company recorded $112,369 as stock-based compensation.

On May 6, 2012, one of the Company’s majority shareholders agrees to transfer a total of 7,780,000 shares of common stock of the Company to 55 consultants on behalf of the Company in consideration for services performed by the consultants. The stock was valued at $0.30 per share. The Company recorded $2,334,000 as consulting fee with corresponding account crediting to paid it capital during the second quarter of 2012.

On June 4, 2012, the Company issued 355,425 shares to two investors of the company for the settlement of anti-dilution litigation. The stock was valued at $0.28 per share. During the second quarter of 2012, the Company recorded $99,519 as stock-based compensation.

Weikang Bio-Technology Group Co., Inc.

Notes to Consolidated Financial Statements

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

Option to legal counsel

On October 4, 2010, the Company granted stock options to its legal counsel to acquire 20,000 shares of the Company’s common stock, at $2.70 per share, vested immediately with a life of 3 years. The options were vested in the grant date. The fair value of the options was calculated using the following assumptions: estimated life of three years, volatility of 100%, risk free interest rate of 2.76%, and dividend yield of 0%. The grant date fair value of options was $35,132. The Company recorded $35,132 as stock-based compensation during 2010. The weighted remaining contractual term for the option was 1.26 years at June 30, 2012.

15.

Statutory Reserves

Pursuant to the corporate law of the PRC effective on January 1, 2006, the Company is now only required to maintain one statutory reserve by appropriating from its after-tax profit before declaration or payment of dividends. The statutory reserve represents restricted retained earnings.

Surplus Reserve Fund

The Company’s Chinese subsidiaries are now only required to transfer 10% of its net income, as determined under PRC accounting rules and regulations, to a statutory surplus reserve fund until such reserve balance reaches 50% of the Company’s registered capital. The Company’s Chinese subsidiaries are not required to make appropriation to other reserve funds and do not have any intentions to make appropriations to any other reserve funds. There are no legal requirements in the PRC to fund these reserves by transfer of cash to restricted accounts, and the Company’s Chinese subsidiaries do not do so.

The surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 25% of the registered capital.

Common Welfare Fund

Common welfare fund is a voluntary fund that the Company can elect to transfer 5% to 10% of its net income to this fund. This fund can only be utilized on capital items for the collective benefit of the Company’s employees, such as construction of dormitories, cafeteria facilities, and other staff welfare facilities. This fund is non-distributable other than upon liquidation. The Company did not contribute to this fund.

16.

Contingencies

The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in the North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments and foreign currency exchange. The Company’s operations may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

The Company’s sales, purchases and expense transactions are denominated in RMB and all of the Company’s assets and liabilities are also denominated in RMB. RMB is not freely convertible into foreign currencies under the current law. In China, foreign exchange transactions are required by law to be conducted only by authorized financial institutions. Remittances in currencies other than RMB may require certain supporting documentation in order to affect the remittance.

Weikang Bio-Technology Group Co., Inc.

Notes to Consolidated Financial Statements

As of June 30, 2012 and December 31, 2011

(Stated in US Dollars)

17.

Goodwill

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. In accordance with FASB ASC Topic 350, goodwill is not amortized but is tested for impairment annually, or when circumstances indicate a possible impairment may exist. Impairment testing is performed at a reporting unit level. An impairment loss generally would be recognized when the carrying amount of the reporting unit exceeds the fair value of the reporting unit, with the fair value of the reporting unit determined using a discounted cash flow (DCF) analysis. A number of significant assumptions and estimates are involved in the application of the DCF analysis to forecast operating cash flows, including the discount rate, the internal rate of return, and projections of realizations and costs to produce. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated.

On July 22, 2008, Heilongjiang Weikang completed the acquisition of 100% of the issued and outstanding equity interests of Tianfang for $15,000,000 (RMB 102,886,500). The total consideration for acquisition exceeded fair value of the net assets acquired by approximately $3,885,524. The excess was recorded as goodwill. Goodwill was recorded as intangible assets. As of June 30, 2012, the Company concluded there was no impairment of goodwill.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Notice Regarding Forward-Looking Statements

The following discussion of the financial condition and results of operation of the Company for the three and six months ended June 30, 2012 and 2011 should be read in conjunction with the financial statements, and the notes to those statements that are included elsewhere in this quarterly report.

We make certain forward-looking statements in this report, including information with respect to our plans and strategy for our business and related financing and include forward-looking statements that involve risks and uncertainties. Statements concerning our future operations, prospects, strategies, financial condition, future economic performance (including growth and earnings), demand for our services, and other statements of our plans, beliefs, or expectations, including the statements contained under the captions “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” as well as captions elsewhere in this document, are forward-looking statements. In some cases these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “target,” “can”, “could,” “may,” “should,” “will,” “would,” and similar expressions. We intend such forward-looking statements to be covered by the safe harbor provisions contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The forward-looking statements we make are not guarantees of future performance and are subject to various assumptions, risks, and other factors that could cause actual results to differ materially from those suggested by these forward-looking statements. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. Indeed, it is likely that some of our assumptions will prove to be incorrect. Our actual results and financial position will vary from those projected or implied in the forward-looking statements and the variances may be material. You are cautioned not to place undue reliance on such forward-looking statements. These risks and uncertainties, together with the other risks described from time to time in reports and documents that we file with the SEC should be considered in evaluating forward-looking statements.

In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash. Please refer to the section entitled “Liquidity and Capital Resources” contained in this Report for additional discussion. Please also refer to our other filings with the Securities and Exchange Commission. We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws.

Overview

Weikang Bio-Technology Group Co., Inc. (“we”, “us”, the “Company”) was incorporated in Florida on May 12, 2004 as Expedition Leasing, Inc. On December 7, 2007, we acquired Sinary Bio-Technology Holdings Group, Inc. (“Sinary”), a Nevada corporation and, as a result, Sinary’s wholly-owned subsidiary Heilongjiang Weikang Bio-Technology Group Co., Ltd. (“Heilongjiang Weikang”), a limited liability company (“LLC”) in the People’s Republic of China (“PRC”), by exchanging 24,725,200 shares of our common stock for 100% of the issued and outstanding common stock of Sinary.

Having no substantive operation of its own, Sinary, through Heilongjiang Weikang, engages in the research, development, manufacturing, marketing, and sales of Traditional Chinese Medicine (“TCM”) in the PRC. Heilongjiang Weikang is located in Heilongjiang Province in Northeastern PRC, with its principal office and manufacturing facility located in the Economic and Technology Development Zone in the city of Shuangcheng, 42 kilometers south of the provincial capital Harbin. Heilongjiang Weikang’s products are primarily Chinese herbal-based health and nutritional supplements. Heilongjiang Weikang seeks to maintain and improve the quality of its products, and as of April 2006, implemented the “GB/T19001-2000 idt ISO9001:2000” quality assurance management system to all of its manufacturing processes. Heilongjiang Weikang was issued a Certificate of Good Manufacturing Practices for Health Food by the Health Department of Heilongjiang Province on November 24, 2008.

On July 22, 2008, Heilongjiang Weikang acquired 100% of the equity interest of Tianfang (Guizhou) Pharmaceutical Co., Ltd. (“Tianfang”), a PRC LLC, for $15,000,000, pursuant to a Stock Transfer Agreement dated and entered into on June 30, 2008 by and among Heilongjiang Weikang, Tianfang, and Tianfang’s two shareholders, Beijing Shiji Qisheng Trading Co., Ltd. and Tri-H Trade (U.S.A.) Co., Ltd.

Tianfang was incorporated in Guizhou Province, PRC in 1998. Tianfang is engaged in the development, manufacture and distribution of over-the-counter (“OTC”) pharmaceuticals. Tianfang was issued a Certificate of Good Manufacturing Practices for Pharmaceutical Products by Food and Drug Administration of Guizhou Province on August 20, 2010.

On January 20, 2010, the Company entered into certain subscription agreements to sell to accredited investors an aggregate of 1,470,588 shares of its common stock at $1.70 per share. The Company raised $2,500,000 in gross proceeds and received net proceeds of $2,047,500. The investors received one Series A Warrant and one Series B Warrant for every $8.00 invested in the Company under the subscription agreements. In connection with the private placement, the Company filed a registration statement on Form S-1, as amended, covering 2,095,588 shares of common stock, including shares of common stock issuable upon the exercise of warrants. The registration statement was declared effective on April 21, 2010.

In and around December 2010 and January 2011, the Company sold in a series of private placements 520,831 units, each unit comprised (i) four shares of common stock, (ii) a three-year warrant to purchase one share of common stock at $3.60 per share, and (iii) a three-year warrant to purchase one share of common stock at $4.80 per share, for an aggregate purchase price of $4,999,973. In connection with the private placements, the Company filed a registration statement, covering the 3,293,219 shares of common stock, including shares of common stock issuable upon the exercise of warrants. The registration statement was declared effective on February 18, 2011.

We, through Sinary, and indirectly through Heilongjiang Weikang and Tianfang, manufacture and distribute a series of health supplements under the trademark "Rongrun" and OTC pharmaceuticals under the trademark “Tianfang”. The "Rongrun" line of products presently includes: (1) Rongrun Energy Keeping Capsules, (2) Rongrun Vitamin Sugar Capsules, (3) Rongrun Intestine Cleansing Capsules, (4) Rongrun Artery Cleansing Capsules, (5) Rongrun Royal Jelly Extract, (6) Rongrun Kidney Boost Tonic, (7) Sha Bai Shuanghuai, (8) Gouqi Xi Pu, (9) Rongrun Perilla Seed, (10) Rongrun Yangshen Dan, (11) Rongrun Forest Frog Oil Soft Capsule, (12) Rongrun Ha Ge Jiao Lan and (13) Oral Liquid. The “Tianfang” line of products currently includes: (1) Ferrous Fumarate Granule, (2) Eucommia Ulmoides Oliv Granule, (3) Bushen Qiangshen Tablet, (4) Tinidazole Vaginal Effervescent Tablet, (5) Ranitidine Hydrochloride Capsule, (6) Shouwu Long Life and (7) Lysozyme Buccal.

Critical Accounting Policies and Estimates

Our management's discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which were prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported net sales and expenses during the reporting periods. On an ongoing basis, we evaluate our estimates and assumptions. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements, we believe the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.

Basis of presentation

These accompanying consolidated financial statements have been prepared in accordance with US GAAP and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for annual or quarterly financial statements.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Sinary, and the results of operations of Heilongjiang Weikang, Sinary’s wholly-owned subsidiary; and Tianfang, Heilongjiang Weikang’s wholly-owned subsidiary. All significant inter-company accounts and transactions were eliminated in consolidation.

Accounts Receivable

Revenue Recognition

The Company's revenue recognition policies are in compliance with SEC Staff Accounting Bulletin (“SAB”) 104, codified in FASB ASC Topic 480. Revenue is recognized at the date when a formal arrangement exists, the price is fixed or determinable, the delivery is completed, no other significant obligations of the Company exist and collectability is reasonably assured. Payments received before all of the relevant criteria for revenue recognition are recorded as unearned revenue.

Revenue represents the invoiced value of goods, net of value-added tax (“VAT”). All of the Company’s products sold in the PRC are subject to Chinese value-added tax of 17% of the gross sales price. This VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing their finished product. The Company recorded VAT payable and VAT receivable net of payments in the financial statements. The VAT tax return is filed offsetting the payables against the receivables.

NEW ACCOUNTING PRONOUNCEMENTS

Results of Operations

Comparison of the Three Months Ended June 30, 2012 and 2011

The following table summarizes our results of operations. The table and the discussion below should be read in conjunction with the financial statements and the notes thereto appearing elsewhere in this report.

	2012					2011
			Percentage of Total Sales					Percentage of Total Sales
Net sales	$	10,974,290				$	17,064,833
Cost of goods sold		5,414,376		49	%		6,860,780		40	%
Gross profit		5,559,914		51	%		10,204,053		60	%
Operating expenses		3,494,108		32	%		4,645,309		27	%
Income from operations		2,065,806		19	%		5,558,744		33	%
Other income, net		97,153		1	%		317,156		2	%
Income taxes		1,173,328		11	%		2,132,200		12	%
Net income	$	989,631		9	%	$	3,743,700		22	%

Net sales. Net sales for the three months ended June 30, 2012 were approximately $10.97 million, as compared to approximately $17.06 million for the three months ended June 30, 2011, a decrease of approximately $6.09 million or 35.7%. The decrease in sales was primarily a result of decrease in units of products sold for the three months ended June 30, 2012. In April 2012, some PRC companies were exposed to have produced and sold gel capsules made with industrial gelatin, which contains excessive chromium, a toxic heavy metal. The revelation of production and sale of toxic capsules have caused national wide negative perception on capsule products. As approximately 37.4% of our products are capsule based, our sales were adversely affected. We believe, however, as the PRC government has taken remedial measures and exerted strict control on the quality of capsule, the customers will regain their confidence in the capsule products and our sales will gradually improve. Additionally, the Company is actively seeking different sales channels, such as attending China National Pharmaceuticals Fair, to market and promote its products.

A break-down of our sales by product for each of the three months ended June 30, 2012 and 2011 is as follows:

	2012							2011
Product Category	Quantity (Unit)		Sales US$		% of Sales			Quantity (Unit)		Sales US$		% of Sales

Rongrun Energy Keeping Capsules		30,040		325,651.95		2.97	%		59,970		583,412.12		3.42	%
Rongrun Vitamin Sugar Capsules		36,150		391,888.08		3.57	%		66,570		621,275.53		3.64	%
Rongrun Intestine Cleansing Capsules		28,980		314160.90		2.86	%		63,850		592,667.62		3.47	%
Rongrun Artery Cleansing Capsules		32,620		353,620.72		3.22	%		63,120		600,766.18		3.52	%
Rongrun Royal Jelly Extract		37,210		403,379.13		3.68	%		66,520		620,749.65		3.64	%
Oral Liquid		198,880		727,643.48		6.63	%		188,400		664,672.96		3.89	%
Rongrun Kidney Boost Tonic		3,629		295,054.32		2.69	%		30,200		312,057.84		1.83	%
Sha Bai Shuanghuai		9,850		222,903.28		2.00	%		28,190		539,886.28		3.16	%
Gouqi Xi Pu		10,410		235,575.96		2.15	%		28,174		539,534.99		3.16	%
Rongrun Perilla Seed		9,710		355,260.37		3.24	%		10,470		371,653.08		2.18	%
Rongrun Yangshen Dan		46,870		362,020.84		3.30	%		85,290		549,220.66		3.22	%
Rongrun Forest Frog Oil Soft Capsule		9,250		256,956.35		2.34	%		11,520		310,480		1.82	%
HaGe Jiao Lan		11,810		267,257.65		2.44	%		24,366		534,968.24		3.13	%
Ferrous FumarateGranule		854,220		1,481,642.65		13.50	%		1,265,629		1,931,296.64		11.32	%
Eucommia Ulmoides Oliv Granule		971,580		2,060,424.34		18.78	%		1,178,823		2,153,082.04		12.62	%
Bushen Qiangshen Tablet		459,220		609,832.60		5.56	%		1,399,808		1,656,645.14		9.71	%
Tinidazole Vaginal Effervescent Tablet		475,840		696,383.49		6.35	%		1,221,344		1,671,684.91		9.80	%
Ranitidine Hydrochloride Capsule		1,801,240		1,098,367.97		10.01	%		3,203,506		1,780,009.21		10.43	%
Shouwu Long Life		246,380		310,493.25		2.83	%		488,324		597,060.46		3.50	%
LysozymeBuccal		223,143		205,772.15		1.88	%		485,135		433,709.38		2.54	%

Total		5,497,032		10,974,289.48		100	%		9,969,209		17,064,832.93		100	%

Cost of goods sold. Cost of goods sold decreased approximately $1.45 million or 21.1%, from approximately $6.86 million for the three months ended June 30, 2011 to approximately $5.41 million for the comparable period of 2012. The decrease in cost of goods sold was mainly due to decrease in sales and production. The cost of goods sold as a percentage of sales for the three months ended June 30, 2012, was 49% as compared to 40% for the same period of 2011, which was attributable to increase in cost of goods sold for Tianfang, from 41.9% of its sales for the three months ended June 30, 2011 to 49.4% of its sales for the comparable period in 2012, and increase in the cost of goods sold for Heilongjiang Weikang from 35.0% of its sales to 39.9% of its sales.. The increase in cost of goods sold for Tianfang and Heilongjiang Weikang for the three months ended June 30, 2012 was mainly due to the continuous increase in costs of raw materials and labor in the PRC.

Gross profit. Gross profit was approximately $5.56 million for the three months ended June 30, 2012, as compared to approximately $10.20 million for the comparable period of 2011, a decrease of approximately $4.64 million or 45.5%. Our gross profit margin was 51% and 60% for the three months ended June 30, 2012 and 2011, respectively. The decrease in our gross profit margin for the three months ended June 30, 2012 was mainly due to increase in cost of goods sold as a percentage of sales resulting from increase in costs of raw materials and labor as a result of overall inflation in the PRC.

Operating expenses. Total operating expenses were approximately $3.49 million for the three months ended June 30, 2012 as compared to approximately $4.65 million for the same period of 2011, a decrease of approximately $1.15 million or 24.8%. This decrease in operating expenses was mainly attributable to the decrease in marketing, entertainment and travelling expenses because of limited marketing and promotion activities, the decrease in freight resulting from the decline in sales for the three months ended June 30, 2012. Operating expenses as a percentage of sales were 32% for the three months ended June 30, 2012 as compared to 27% for the same period of 2011. The increase in operating expenses as a percentage of sales was mainly due to decrease in sales and increase in depreciation, salary and utilities for the three months ended June 30, 2012.

Net other income. Net other income was approximately $0.10 million for the three months ended June 30, 2012 as compared to approximately $0.32 million in the comparable period of 2011. Other income for the three months ended June 30, 2012 mainly consisted of interest income of approximately $0.10 million from our deposits in the PRC banks. Other income for the three months ended June 30, 2011 mainly consisted of income from leasing a workshop and licensing the right to use our technology for manufacturing royal jelly.

Net income. Net income for the three months ended June 30, 2012 was approximately $0.99 million as compared to approximately $3.74 million for the same period of 2011, a decrease of approximately $2.75 million or 73.6%. The decrease was mainly attributable to decrease in net sales.

Comparison of the Six Months Ended June 30, 2012 and 2011

	2012					2011
			Percentage of Total Sales					Percentage of Total Sales
Net sales	$	28,648,073				$	45,222,922
Cost of goods sold		13,159,564		46	%		17,347,213		38	%
Gross profit		15,488,509		54	%		27,875,709		62	%
Operating expenses		4,745,997		17	%		7,158,362		16	%
Income from operations		10,742,512		37	%		20,717,347		46	%
Other income, net		190,317		1	%		633,271		1	%
Income taxes		3,363,512		12	%		6,300,857		14	%
Net income	$	7,569,317		26	%	$	15,049,761		33	%

Net sales. Net sales for the six months ended June 30, 2012 were approximately $28.65 million, as compared to approximately $45.22 million for the six months ended June 30, 2011, a decrease of approximately $16.57 million or 36.7%. The decrease in sales was primarily a result of decrease in units of products sold for the six months ended June 30, 2012 due to the Company’s relatively less marketing and promotion activities during the first quarter of 2012, while during the first quarter of 2011, the Company had a six-month promotion plan starting from the fourth quarter of 2010 to the end of first quarter of 2011. In April 2012, some PRC companies were exposed to have produced and sold gel capsules made with industrial gelatin, which contains excessive chromium, a toxic heavy metal. The revelation of production and sale of toxic capsules have caused national wide negative perception on capsule products. As approximately 37.4% of our products are capsule based, our sales were adversely affected. We believe, however, as the PRC government has taken remedial measures and exerted strict control on the quality of capsule, the customers will regain their confidence in the capsule products and our sales will gradually improve. Additionally, the Company is actively seeking different sales channels, such as attending China National Pharmaceuticals Fair, to market and promote its products.

A break-down of our sales by product for each of the six months ended June 30, 2012 and 2011 is as follows:

	2012							2011
Product Category	Quantity (Unit)		Sales US$		% of Sales			Quantity (Unit)		Sales US$		% of Sales
Rongrun Energy Keeping Capsules		124,020		1,344,452.55		4.69	%		164,090		1,668,241.85		3.69	%
Rongrun Vitamin Sugar Capsules		125,120		1,356,377.22		4.73	%		177,560		1,655,279.76		3.66	%
Rongrun Intestine Cleansing Capsules		119,060		1,290,683.12		4.51	%		162,120		1,777,687.88		3.93	%
Rongrun Artery Cleansing Capsules		118,800		1,287,864.56		4.50	%		164,350		1,616,288.96		3.57	%
Rongrun Royal Jelly Extract		128,090		1,388,573.83		4.85	%		170,320		1,702,006.00		3.76	%
Oral Liquid		353,430		1,293,096.51		4.51	%		498,270		1,757,890.64		3.89	%
Rongrun Kidney Boost Tonic		6,391		519,617.57		1.81	%		53,130		1,259,204.03		2.78	%
Sha Bai Shuanghuai		25,120		568,459.95		1.98	%		72,680		1,627,457.00		3.60	%
Gouqi Xi Pu		25,450		575,927.77		2.01	%		72,784		2,103,464.92		4.65	%
Rongrun Perilla Seed		20,887		764,193.95		2.67	%		45,410		1,260,844.15		2.79	%
Rongrun Yangshen Dan		91,040		703,187.06		2.45	%		230,510		1,602,059.41		3.54	%
Rongrun Forest Frog Oil Soft Capsule		18,882		524,524.31		1.83	%		47,070		1,757,890.64		3.89	%
HaGe Jiao Lan		42,680		965,838.81		3.37	%		34,366		749,909.41		1.66	%
Ferrous FumarateGranule		1,877,580		3,256,658.24		11.37	%		3,151,229		5,058,242.65		11.19	%
Eucommia Ulmoides Oliv Granule		1,882,760		3,992,758.74		13.94	%		2,292,683		4,371,813.49		9.67	%
Bushen Qiangshen Tablet		1,715,680		2,278,379.84		7.95	%		3,616,478		4,485,024.72		9.92	%
Tinidazole Vaginal Effervescent Tablet		1,798,800		2,632,512.24		9.19	%		3,265,564		4,562,803.02		10.09	%
Ranitidine Hydrochloride Capsule		3,907,300		2,382,610.41		8.32	%		6,634,456		3,751,695.49		8.30	%
Shouwu Long Life		758,450		955,814.42		3.34	%		1,166,324		1,417,312.15		3.13	%
LysozymeBuccal		610,794		563,269.04		1.97	%		1,165,135		1,035,257.80		2.29	%
Others				3,272		0.01	%				2,547.99		0.01	%
Total		13,750,334		28,648,072.14		100.00	%		23,184,529		45,222,921.96		100	%

Cost of goods sold. Cost of goods sold decreased approximately $4.19 million or 24.1%, from approximately $17.35 million for the six months ended June 30, 2011 to approximately $13.16 million for the comparable period of 2012. The decrease in cost of goods sold was mainly due to decrease in sales and production. The cost of goods sold as a percentage of sales for the six months ended June 30, 2012, was 46% as compared to 38% for the same period of 2011, which was attributable to increase in cost of goods sold for Tianfang, from 42.2% of sales for the three months ended June 30, 2011 to 49.9% of its sales for the comparable period in 2012 and increase in the cost of goods sold for Heilongjiang Weikang, from 33.8% of its sales to 40.8% of its sales. The increase in cost of goods sold for Tianfang and Heilongjiang Weikang for the six months ended June 30, 2012 was mainly due to continuous increase in costs of raw materials and labor in the PRC.

Gross profit. Gross profit was approximately $15.49 million for the six months ended June 30, 2012, as compared to approximately $27.88 million for the comparable period of 2011, a decrease of approximately $12.39 million or 44.4%. Our gross profit margin was 54% and 62% for the six months ended June 30, 2012 and 2011, respectively. The decrease in our gross profit margin for the six months ended June 30, 2012 was mainly due to increase in cost of goods sold as a percentage of sales resulting from increase in costs of raw materials and labor as a result of overall inflation in the PRC.

Operating expenses. Total operating expenses were approximately $4.75 million for the six months ended June 30, 2012 as compared to approximately $7.16 million for the same period of 2011, a decrease of approximately $2.41 million or 33.7%. This decrease in operating expenses was mainly attributable to the decrease in marketing, entertainment and travelling expenses because of less marketing and promotion activities, the decrease in freight resulting from the decline in sales, and the decrease in stock related compensation expenses as compared to the same period in 2011. Operating expenses as a percentage of sales were 17% for the six months ended June 30, 2012 as compared to 16% for the same period of 2011. The increase in operating expenses as a percentage of sales was mainly due to decrease in sales and increase in depreciation, salary and utilities for the six months ended June 30, 2012.

Net other income. Net other income was approximately $0.19 million in the six months ended June 30, 2012 as compared to approximately $0.63 million in the comparable period of 2011. Other income for the six months ended June 30, 2012 mainly consisted of interest income of approximately $0.19 million from our deposits in the PRC banks. Other income for the six months ended June 30, 2011 mainly consisted of lease income of approximately $0.51 million from leasing a workshop and interest income of $0.12 million from our deposits in the PRC bank.

Net income. Net income for the six months ended June 30, 2012 was approximately $7.57 million as compared to approximately $15.05 million for the same period of 2011, a decrease of approximately $7.48 million or 49.7%. The decrease was mainly attributable to decrease in net sales.

Liquidity and Capital Resources

At June 30, 2012, the Company had cash and equivalents of approximately $81.51 million, other current assets of approximately $5.92 million, and current liabilities of approximately $2.44 million. In addition, at June 30, 2012, working capital was approximately $84.98 million and the ratio of current assets to current liabilities was 35.81-to-1.

The following is a summary of cash provided by or used in each of the indicated types of activities during six months ended June 30, 2012 and 2011, respectively:

	2012		2011
Cash provided by (used in):
Operating Activities	$	11,024,235	$	8,384,019
Investing Activities	$	(507)	$	(167,229)
Financing Activities	$	-	$	1,750,173

Net cash provided by operating activities was approximately $11.02 million for the six months ended June 30, 2012, as compared to approximately $8.38 million for the same period of 2011, an increase of approximately $2.64 million or 31.5%. The increase in net cash inflow from operating activities was mainly due to decrease in advances to suppliers, as well as increase in timely collections on accounts receivable during the six months ended June 30, 2012 as compared to the same period of 2011, despite of decrease in net income.

Net cash used in investing activities was $507 for the six months ended June 30, 2012, as compared to cash used in investing activities of approximately $0.17 million for the six months ended June 30, 2011. The cash outflow during the six months ended June 30, 2012 and 2011 was mainly due to construction of a new workshop and acquisition of equipment.

The working capital of certain customers was tight as a result of tightened fiscal policy in the PRC, which has contributed to a general slowdown in many sectors of the PRC economy. We are facing increasing competition in the healthcare products industry. Accordingly, starting from 2011, we decided to grant credit terms of up to 60 days to our customers to maintain long-term relationships with existing customers and attract new customers. However, we do not provide our customer credit terms of more than 60 days.

As of June 30, 2012, all of the account receivables were within 60 days. Our accounts receivable decreased from approximately $5.87 million at December 31, 2011 to approximately $1.41 million at June 30, 2012.

The age of accounts receivable (net of bad debt allowance) as of June 30, 2012 is as follows:

As of June 30, 2012	Within 30 Days		31 Days - 60 Days		Total
Balance of accounts receivable	$	-	$	1,408,212	$	1,408,212
Less: Bad debt allowance					$	292,379
Net:					$	1,115,833

Most of our customers have long-term and reliable relationships with us and our salespeople visit the clients to collect payment on a regular basis. Thus we have not had any bad debts nor delinquent accounts receivable. However, we still provided provisions for bad debt allowance because the chance of uncollectiblity is slightly increased due to longer credit terms granted to our customers.

Our bad debt allowance on accounts receivable was calculated based on 5% of the outstanding balance of the accounts receivable of our subsidiaries –Tianfang and Heilongjiang Weikang at June 30, 2012. This estimate was on the basis of the historical collection period of Tianfang, which was around 30 days, while Heilongjiang Weikang has a shorter payment collection period, which was around 10 to 20 days. Comparing the potential risk, we decided to make bad debt allowance on accounts receivable of Tianfang and Heilongjiang Weikang based on Tianfang and Heilongjiang Weikang’s accounts receivable as of June 30, 2012. We did not incur any bad debt expense for the six months ended June 30, 2012.

Advances to suppliers represent the prepayment for raw materials. Our suppliers continuously provide us quality raw materials at a reasonable price. As a necessary action, we made payments in advance to certain suppliers to secure a stable price of the raw materials to mitigate the adverse impact of continuous inflation in China. At June 30, 2012 and December 31, 2011, advances to suppliers for raw materials were approximately $4.11 million and $4.35 million, respectively.

We made payments in advance to purchase raw materials at a lower price in order to control our production costs. Whether we will make more prepayments for raw materials in the future is based on the prevailing market price of raw materials.

Net cash provided by financing activities was $0 for the six months ended June 30, 2012 compared to approximately $1.75 million cash inflow for the comparable period of 2011. The net cash inflow in financing activities during the six months ended June 30, 2012, mainly consisting of proceeds of approximately $2.02 million from sales of securities in a private placement, offset by a repayment of a related party loan of approximately $0.26 million.

Off-Balance Sheet Arrangements

We have not made any other financial guarantees or other commitments to guarantee the payment obligations of any third party. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Pursuant to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company’s management, including Yin Wang, the Company’s Chief Executive Officer (“CEO”), and Baolin Sun, the Company’s Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the three months ended June 30, 2012. Based upon that evaluation, the Company’s CEO and CFO concluded that as of June 30, 2012, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

Our management, with the participation of our CEO and CFO, performed an evaluation as to whether any change in our internal control over financial reporting occurred during the quarter ended June 30, 2012. Based on that evaluation, our CEO and CFO concluded that no change occurred in the Company's internal control over financial reporting during the quarter ended June 30, 2012 that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Please refer to our recent SEC filings, including our Annual Report on Form 10-K for the year ended December 31, 2011 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 for information regarding the status of certain legal proceedings that have been previously reported. There was no material developments relating to the legal proceedings described in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on May 15, 2012.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sale of Equity Securities and Use of Proceeds.

On June 21, 2012, the Company issued 255,425 and 100,000 shares of common stock to Octagon Capital Partners and Silver Rock II, Ltd. (collectively, the “Investors”), respectively, pursuant to certain anti-dilution provisions under certain subscription agreements between the Company and the Investors. In connection with the foregoing, the Company relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended for transactions not involving a public offering.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

(a) Exhibits

2.1		Share Exchange Agreement among Expedition Leasing Inc. (“Expedition Leasing”), certain stockholders of Expedition Leasing, Sinary Bio-Technology Holding Group, Inc. (“Sinary”) and the sole stockholder of Sinary dated December 7, 2007 (1)
2.2		Equity Transfer Agreement between Sinary and the owners of 100% of the registered equity of Heilongjiang Weikang Bio-Technology Group Co., Ltd. Dated October 25, 2007 (1)
2.3		Agreement and Plan of Merger dated as of June 4, 2008 between Expedition Leasing and Weikang (2)
3.1		Articles of Incorporation of Weikang (2)
3.2		Bylaws of Weikang (2)
4.1		Form of Series A and B Common Stock Warrant (3)
4.2		Form of Series C Warrant (5)
4.3		Form of Series D Warrant (5)
4.4		Form of warrants issued to the placement agents (5)
4.5		Form of Subscription Agreement, by and between Weikang Bio-Technology Group Company, Inc. and the investors. (5)
4.6		Form of Registration Rights Agreement, by and between Weikang Bio-Technology Group Company, Inc. and the investors. (5)
4.7		Form of Lock-Up Agreement (5)
10.1		Stock Transfer Agreement dated as of June 30, 2008 by and among Heilongjiang Weikang Bio-Technology Group Co., Ltd., Beijing Shiji Qisheng Trading Co., Ltd., Tri-H Trade (U.S.A.) Co., Ltd., and Tianfang (Guizhou) Pharmaceutical Co., Ltd. (4)
10.2		The Weikang Bio-Technology Group Company, Inc. 2008 Stock Incentive Plan (2)
10.3		Subscription Agreement dated January 20, 2010, between Weikang and the subscribers identified on the signature pages thereto (3)
10.4		Investor Relations Escrow Agreement dated January 20, 2010, among Weikang, the escrow agent named therein and Opus Holdings Three, Ltd. (3)
10.5		Lease Agreement dated January 1, 2008 between Heilongjiang Weikang Bio-Technology Group and Harbin Dongfeng Pharmaceutical Corp. Ltd. relating to the lease of the workshop and technology for manufacturing royal jelly.(6)
10.6		Shell Company Purchase Agreement dated December 8, 2007 between the Company and Yin Wang relating the advance from an officer of the Company(6)
10.7		English translation of land use right certificate issued by Xiuwen County Land Bureau and Bureau of Real Estate Management of Guiyang City for the benefit of Tianfang (Guizhou) Pharmaceutical Co., Ltd., which expires December 9, 2051(6)
10.8		English translation of land use right certificate issued by Bureau of Land and Resources of Shuang-Cheng City for the benefit of Heilongjiang Weikang Bio-Technology Group, which expires April 8, 2055(6)
10.9		Make Good Securities Escrow Agreement, dated December 2, 2010, by and between Weikang Bio-Technology Group Company, Inc., Sichenzia Ross Friedman Ference LLP, as escrow agent, and Lucky Wheel Limited.(5)

10.10		Investor and Public Relations Escrow Agreement, dated December 2, 2010, by and between Weikang Bio-Technology Group Company, Inc., Sichenzia Ross Friedman Ference LLP, as escrow agent, and MidSouth Investor Fund LP, as representative for the investors.(5)
10.11		Escrow Deposit Agreement, dated October 25, 2010 and amendment thereto dated November 24, 2010, by and between Weikang Bio-Technology Group Company, Inc., Hunter Wise Securities, LLC, and Signature Bank, as escrow agent. (5)
10.12		Office Building Purchase Agreement, dated September 20, 2011, by and between the Company and Bin County Weicheng Rural Credit Cooperative
31.1		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 Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Certification 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**
101.SCH		XBRL TAXONOMY EXTENSION SCHEMA**
101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE**
101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE**
101.LAB		XBRL TAXONOMY EXTENSION LABEL LINKBASE**
101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE**

(1) Incorporated by reference from the Company’s Form 8-K filed with the SEC on December 10, 2007.

(2) Incorporated by reference from the Company’s Schedule 14C filed with the SEC on May 14, 2008.

(3) Incorporated by reference from the Company’s Form 8-K filed with the SEC on January 26, 2010.

(4) Incorporated by reference from the Company’s Form 8-K filed with the SEC on July 24, 2008.

(5) Incorporated by reference from the Company’s Form 8-K filed with the SEC on December 8, 2010

(6) Incorporated by reference from the Company’s Registration Statement on Form S-1 filed with the SEC on March 25, 2010.

(7) Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2012.

* The Exhibits attached to this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

** Pursuant to Rule 405(a)(2) of Regulation S-T, the Company is relying upon the applicable 30-day grace period for the initial filing of its Interactive Data File required to contain detail-tagged footnotes or schedules. The Company intends to file the required detail-tagged footnotes or schedules by the filing of an amendment to this Quarterly Report on Form 10-Q with the 30-day period.

SIGNATURES

Pursuant to the requirements 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.

	WEIKANG BIO-TECHNOLOGY GROUP COMPANY, INC.

Dated: August 14, 2012	By:	/s/ Yin Wang
		Yin Wang
		Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Baolin Sun
		Baolin Sun
		Chief Financial Officer
		(Principal Accounting & Financial Officer)

WEIKANG BIO-TECHNOLOGY GROUP CO., INC. 10-Q