KWBT Kiwa Bio Tech Products Group Corporation (CE)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

First Amendment

 

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2019

 

OR

 

[  ]	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: 000-33167

 

KIWA BIO-TECH PRODUCTS GROUP CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada		77-0632186
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

3200 Guasti Road, Suite #100, Ontario, California		91761
(Address of principal executive offices)		(Zip Code)

 

(909) 456-8828

(Registrant’s telephone number, including area code)

 

n/a

(Former address)

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities Registered Pursuant to Section 12(g) of the Act:

 

Title of Each Class		Trading Symbol		Name of Each Exchange on which registered
Common Stock, par value $0.001		KWBTB		OTCQB

 

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

 

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 [  ] No [X]

 

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. 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 if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

 

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 [  ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)	Emerging growth company [  ]

 

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

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2019, based on a closing price of $0.75 was approximately $10,522,514.

 

As of May 29, 2020, the Company had 282,385,206 shares of common stock, $0.001 par value, issued and outstanding.

 

Documents Incorporated by Reference: None.

 

 

 

Explanatory Note  

 

This First Amendment to Annual Report on Form 10-K (filed on May 29, 2020 is being filed to include statements required by the U.S. Securities and Exchange Commission relating to the Company’s reliance on SEC Release No. 34-88465 with respect to the delayed filing of such Form 10-K. There are no further changes to the originally-filed Form 10-K.

 

 

RELIANCE ON SEC ORDER

 

Kiwa Bio-Tech Products Group Corporation (the “Company”), is filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, or the 2019 Annual Report, pursuant to the Securities and Exchange Commission’s, Order under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies dated March 25, 2020 (Release No. 34-88465).

 

As set forth in the Company’s Forms 8-K (including amendments thereto) furnished to the SEC on March 9, 2020, March 30, 2020, April 30, 2020 and May 8, 2020, the Company was unable to file the 2019 Annual Report within the prescribed time period because the completion of the auditing process was been delayed by Chinese Government-imposed quarantines, office closings and travel restrictions which affected both the Company’s and its service provider’s personnel. Specifically, the Company has significant operations in the city of Yangling, Shaanxi Province, China. Due to concerns related to the spread of the Coronavirus, the entire city of Yangling was locked down by the Government of China commencing January 25, 2020 and only recently re-opened. Until recently, all of the Company’s employees in this area were required by the Chinese Government to stay at home until further notice, subject to the containment of the COVID-19. In compliance with the Chinese Government’s health emergency rules in place, the Company’s building was closed effective January 19, 2020 and, until recently, people were not allowed to enter the office and to access certain of the Company’s business records located in it. Due to Chinese Government-imposed quarantines, office closings and travel restrictions affecting the Company’s personnel and service providers, the Company’s accounting department has been unable to process certain of its accounting records and receipts on a timely basis as required to complete the audit of the Company’s financial statements.

 

 

Signatures

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: June 1, 2020

 

	KIWA BIO-TECH PRODUCTS GROUP CORPORATION.
	By:	/s/ Wade Li
		Wade Li Chief Executive Officer (Principal Executive Officer)
	By:	/s/ Hon Man Yun
		Hon Man Yun Chief Financial Officer (Principal Financial and Accounting Officer)

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the registrant and in the capacities and on the dates indicated.

 

/s/ Wade Li		Chief Executive Officer and Director		June 1, 2020
Wade Li		(Principal Executive Officer)
/s/ Hon Man Yun		Chief Financial Officer		June 1, 2020
Hon Man Yun		(Principal Financial and Accounting Officer)