PINX:TONJ Tongji Healthcare Group Inc Quarterly Report 10-Q/A Filing - 6/30/2012

Effective Date 6/30/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
Amendment No. 1
 
 (Mark One)

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

For the quarterly period ended June 30, 2012

o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______________ to _____________
 
Commission file number: 333-140645
 
TONGJI HEALTHCARE GROUP, INC.  

 (Exact name of registrant as specified in its charter)
 
Nevada
 
99-0364697
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
No. 5 Beiji Road
Nanning, Guangxi, People’s Republic of China
 
530011
(Address of principal executive offices)
(Zip Code)
 
011-86-771-2020000

(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 registrant (1) has filed reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x   No o

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   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
 o
Accelerated filer
 o
       
Non-accelerated filer
 o
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 o     No x

 
1

 



APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.     Yes o    No o

 
APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

As of August 13, 2012, there are 15,812,191 shares of $0.001 par value common stock issued and outstanding.



 

 
 
 

 



 
2

 


EXPLANATORY NOTE
 
The purposes of this Amendment No. 1 (“Form 10-Q/A”) to the Quarterly Report on Form 10-Q for the period ended June 30, 2012 (“Form 10-Q”) of Tongji Healthcare Group (the “Company”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2012, are:

1.
to change the total number of shares of the Company’s outstanding common stock as of August 13, 2012 from 84,187,809 to 15,812,191; and
2.
to furnish Exhibit 101 to the Form 10-Q as required by Rule 405 of Regulation S-T.  Exhibit 101 to this Amendment No. 1 to Form 10-Q furnishes the following items in Extensible Business Reporting Language:  (i) the Company’s condensed consolidated balance sheets as of June 30, 2012 and December 31, 2011(unaudited), (ii) the Company’s condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2012 and 2011 (unaudited), (iii) the Company’s condensed consolidated statements of cash flows for the six months ended June 30, 2012 and 2011 (unaudited), and (iv) the notes to the Company’s condensed consolidated financial statements (unaudited).
 
No changes have been made to the Form 10-Q other than those described above. This Form 10-Q/A does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.


 
 
 
 

 


 
3

 

Item 6.
Exhibits.
 
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.
 
Exhibit No.
Title of Document
3.1
Articles of Incorporation (1)
3.2
Bylaws (1)
10.1
Employment Contracts (1)
10.2
Hospital Lease (1)
10.3
Agreement with Guangxi Tongji Medicine Co., Ltd. (1)
10.4
Agreement for Medicare Service - The Management Center of Social Medical Treatment Insurance of Nanning (1)
10.5
Agreement for Medicare Service - Social Security Department of Guangxi Zhuang Municipality (1)
31.1
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of the Principal Financial Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance Document (2)
101.SCH
XBRL Taxonomy Extension Schema Document (2)
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document (2)
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document (2)
101.LAB
XBRL Taxonomy Extension Label Linkbase Document (2)
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document (2)
 
(1) Incorporated by reference to the same exhibit filed with our registration statement on Form SB-2 (File No. 333-140645).

(2) Attached as Exhibits 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 formatted in XBRL (eXtensible Business Reporting Language):  (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income and Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements.  The XBRL-related information in Exhibits 101 to this Quarterly Report on Form 10-Q shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.  

 
 
 
 
4

 
  
 

 
 

 

 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.
 
 
 
 
TONGJI HEALTHCARE GROUP, INC.
   
 Date: September 6, 2012   
By:  
  /s/ Yunhui Yu
 
Yunhui Yu
President and Chief Executive Officer
(Principal Executive Officer)



 Date: September 6, 2012   
By:  
  /s/ Eric Zhang
 
Eric Zhang
Chief Financial Officer
 (Principal Financial Officer)



 
 
 
 
 
 
 
 
 
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