SEC Filings

10-K 1 e609441_10k-tianli.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K
 
x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2011
 
OR
 
o  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE TRANSITION FROM _______ TO ________.
 
COMMISSION FILE NUMBER: 001-34799
TIANLI AGRITECH, INC.
 (Exact name of registrant as specified in its charter)
 
British Virgin Islands
N/A
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
 
Suite F, 23rd Floor, Building B, Jiangjing Mansion
228 Yanjiang Ave., Jiangan District, Wuhan City
Hubei Province, China 430010
 (Address of principal executive offices)   (Zip code)
 
Issuer's telephone number, including area code: (+86) 27 8274 0726
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Name of each exchange on which registered
Common shares, $0.001 par value
Nasdaq Global Market
                                                                                                              
Securities registered pursuant to section 12(g) of the Act:
(Title of class): None
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o No 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 o 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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 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 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 (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 o No x
 
As of June 30, 2011, the aggregate market value of the outstanding shares of the registrant's common stock held by non-affiliates (excluding shares held by directors, officers and others holding more than 5% of the outstanding shares of the class) was $16,484,138, based upon a closing price of $2.37 per common share on June 30, 2011. At March 13, 2012, the registrant had outstanding 10,135,000 common shares.
 
Documents incorporated by reference:  Not Applicable.
 
 
 

 
Form 10-K
Tianli Agritech, Inc.
Index
 
   
Page
PART I
  3
 
Item 1. Business
3
 
Item 1A. Risk Factors
18
 
Item 2. Properties
35
 
Item 3. Legal Proceedings
37
 
Item 4. [Removed and Reserved]
 
PART II
FINANCIAL INFORMATION
38
 
Item 5. Market for registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
38
 
Item 6. Selected Financial Data
39
 
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation
39
 
Item 7A. Qualitative and Quantitative Disclosures About Market Risk
51
 
Item 8. Financial Statements and Supplementary Data
51
 
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
51
 
Item 9A. Controls and Procedures
53
 
Item 9B. Other Information
54
PART III
OTHER INFORMATION
55
 
Item 10. Directors, Executive Officers and Corporate Governance
55
 
Item 11. Executive Compensation
62
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
63
 
Item 13. Certain Relationships and Related Transactions, and Director Independence.
64
 
Item 14. Principal Accountant Fees and Services
65
PART IV
  67
 
Item 15. Exhibits and Financial Statement Schedules
67
 

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