- Amended Annual Report (10-K/A)
August 17 2009 - 5:14PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 2
to
FORM
10 -K
þ
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ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15 ( d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the fiscal year ended
June 30,
2008
OR
o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
transition period from
to
Commission
file number:
000
-
51312
SHENGTAI
PHARMACEUTICAL, INC.
(formerly
known as West Coast Car Company)
(Exact
name of registrant as specified in its charter )
Delaware
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54-2155579
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State or other jurisdiction of
organization
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(I.R.S. Employer incorporation or
identification No.)
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Changda Road East, Development District, Changle County, Shandong, P.R.C.
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262400
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including; area code
011 - 86 - 536 -
6295802
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Name of each exchange on which registered
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Securities
registered pursuant to section 12(g) of the Act:
Common
Stock
par value
$0.001
(Title of
class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
¨
Yes
þ
No
Indicate by
check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
¨
Yes
þ
No
Note
- Checking the box above
will not relieve any registrant required to file reports pursuant to Section 13
or 15(d) of the Exchange Act from their obligations under those
Sections.
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
þ
Yes
¨
No
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant’s knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
þ
Yes
¨
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
definitions of “large accelerated filer,” “accelerated filer,” and smaller
reporting companies in Rule 12b-2 of the Exchange Act.
Large
accelerated filer
¨
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Accelerated
filer
¨
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Non-accelerated
filer
¨
Do
not check if a smaller reporting company
|
Smaller
reporting company
þ
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
¨
Yes
þ
No
The
aggregate market value of the voting and no n -voting common equity held by
non-affiliates* (8,041,780 shares of common s tock) computed by reference to the
price of $3.16 per share of common stock at which the common equity was last
sold on December 31, 2007, the last day of our most recently completed second
fiscal quarter, as reported on www.yahoo.com was: $25,412,025.
*
Excludes common stock held by executive officers, directors and stockholders
whose individual ownership exceeds 10 % of common stock outstanding on June 30,
2008.
There
were 19,094,805 shares of Common Stock, par value $0.001, issued and outstanding
as of September 24, 2008.
DOCUMENTS
INCORPORATED BY REFERENCE
List here
under the following documents if incorporated by reference and the Part of the
Form 1 0 -K (e.g., Part I, Part II, etc.) in t o which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424 (b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
None.
EXPLANATORY
NOTE
The purpose of this Amendment No.2 to
the Annual Report on Form 10-K/A is solely to include certification exhibits
which were omitted from Amendment No. 1 to the Annual Report on Form 10-K/A
filed on August 7, 2009. Other than the cover page, signature page
and said exhibits, the remainder of Amendment No. 1 is unchanged and is not
reproduced in this Amendment No. 2. This Amendment and Amendment No.
1 do not modify or update disclosures in the original 10-K affected by
subsequent events.
Incorporated by Reference,
except as otherwise noted
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Filing
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Exhibit
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Date / period
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Number
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Exhibit Description
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Form
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End Date
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3.1
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Amended
and Restated Certificate of Incorporation
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Form
10-SB
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September
26, 2006
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3.2
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By
Laws
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Form
10-SB
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September
26, 2006
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4.1
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Form
of Warrants to Investors
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Form
8-K
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May
21, 2007
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10.1
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Share
Exchange Agreement dated May 1 5, 2007 by and among the Company and
Shengtai Holding, Inc
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Form
8-K
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May
21, 2007
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10.2
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Share
Purchase Agreement dated as of May 15, 2007 between the Company and the
Purchasers
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Form
8-K
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May
21, 2007
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10.3
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Employment
Agreement dated May 1, 2008 between the Company and Yiru
Shi
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Form
10-K
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May
29, 2008
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16.1
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Letter
dated May 17, 2007 from West Coast Car Company to Mantyla McRobers
LLC
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Form
8-K
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May
21, 2007
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16.2
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Letter
dated May 23, 2007 from Mantyla McReynolds LLC to the Securities and
Exchange Commission
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Form
8-K/A
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May
24, 2007
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21.1
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List
of Subsidiaries
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Form
8-K
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May
21, 2007
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31.1
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CERTIFICATION
- SECTION 302 - CEO
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*
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31-2
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CERTIFICATION
- SECTION 302 - CFO
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*
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32-1
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Certification
– Section 906- CEO
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*
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32-2
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Certification
– Section 906- CFO
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*
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99.1
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Press
release dated May 21, 2007 issued by West Coast Car
Company
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Form
8-K
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May
21, 2007
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* Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the registrant and in the
capacity and on the date indicated.
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SHENGTAI
PHARMACEUTICAL, INC.
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(Registrant)
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By:
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/s/ Qingtai Liu
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Qingtai
Liu
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Chief
Executive Officer
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(Principal
Executive Officer)
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Date:
August 13, 2009
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