-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T58lMXSIzqhMd4ZiKsECChc3fBzERcJlx0mJDEHrGKeUSqcotP13szuZNL60J9D0 PE+vTWYMRI7Oy4M2oPl5vA== 0001165527-11-000193.txt : 20110225 0001165527-11-000193.hdr.sgml : 20110225 20110225152911 ACCESSION NUMBER: 0001165527-11-000193 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110217 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110225 DATE AS OF CHANGE: 20110225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Consumer Capital Group, Inc. CENTRAL INDEX KEY: 0001439299 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 262517432 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-152330 FILM NUMBER: 11640682 BUSINESS ADDRESS: STREET 1: 35 NORTH LAKE AVENUE, SUITE 280 CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: (626) 568-3368 MAIL ADDRESS: STREET 1: 35 NORTH LAKE AVENUE, SUITE 280 CITY: PASADENA STATE: CA ZIP: 91101 FORMER COMPANY: FORMER CONFORMED NAME: Mondas Minerals Corp. DATE OF NAME CHANGE: 20080707 8-K 1 g4872.txt CURRENT REPORT DATED 2-24-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 24, 2011 (February 17, 2011) Date of report (Date of earliest event reported) CONSUMER CAPITAL GROUP INC. (Exact name of registrant as specified in Charter) Delaware 333-152330 26-2517432 (State or other jurisdiction (Commission (IRS Employer of incorporation) File No.) Identification No.) 35 North Lake Avenue, Suite 280 Pasadena, CA 91101 (Address of Principal Executive Offices) (626) 568-3368 (Registrant's telephone number, including area code) Mondas Minerals Corp. (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. Effective on February 17, 2011, the registrant merged with its wholly owned subsidiary, Consumer Capital Group Inc., pursuant to Certificate of Ownership that we filed with the Delaware Secretary of State. The merger was in the form of a parent/subsidiary merger, with the registrant as the surviving corporation. Upon completion of the merger, our name has been changed to "Consumer Capital Group Inc." We changed our name to better reflect the direction and business of the Company. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. Exhibit Description ------- ----------- 3.1 Certificate of Ownership filed with the Secretary of State of Delaware with an effective date of February 17, 2011 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CONSUMER CAPITAL GROUP INC. Date: February 24, 2011 By: /s/ Jianmin Gao ---------------------------------- Jianmin Gao Chief Executive Officer 3 EX-3.1 2 ex3-1.txt CERTIFICATE OF OWNERSHIP Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 11:41 PM 02/11/2011 FILED 08:08 PM 02/11/2011 SRV 110116282 - 4539115 FILE STATE OF DELAWARE CERTIFICATE OF OWNERSHIP MERGING CONSUMER CAPITAL GROUP INC. (a Delaware Corporation) INTO MONDAS MINERALS CORP. (a Delaware Corporation) Subsidiary into Parent Under Section 253 Pursuant to Section 253 of the General Corporation Law of Delaware, MONDAS MINERALS CORP., a corporation incorporated on the 25th day of April, 2008, pursuant to the provisions of the General Corporation Law of the State of Delaware; DOES HEREBY CERTIFY that this corporation owns 100% of the capital stock of CONSUMER CAPITAL GROUP INC., a corporation incorporated on the 7th day of January, 2011 and its wholly-owned subsidiary, pursuant to the provisions of the General Corporation Law of the State of Delaware , and that this corporation, by a resolution of its Board of Directors duly adopted at a meeting held on the 7th day of January, 2011, determined to and did merge into itself said wholly-owned subsidiary, which resolution is in the following words to wit: WHEREAS this corporation lawfully owns 100% of the outstanding stock of CONSUMER CAPITAL GROUP INC., a newly formed corporation organized and existing under the laws of the State of Delaware and its wholly-owned subsidiary; and WHEREAS this corporation desires to merge into itself the said corporation and wholly- owned subsidiary, and to be possessed of all the estate, property, rights, privileges and franchises of said corporation and wholly-owned subsidiary; NOW, THEREFORE, BE IT RESOLVED, that this corporation merge into itself said corporation and wholly-owned subsidiary and assumes all of its liabilities and obligations; and FURTHER RESOLVED that the corporation hereby relinquishes its corporate name and assumes in place thereof the came "CONSUMER CAPITAL GROUP INC."; FURTHER RESOLVED, that an authorized officer of this corporation be and he/she is hereby directed to make and execute a certificate of ownership setting forth a copy of the resolution to merge said corporation and wholly-owned subsidiary and assume its Liabilities and obligations, and the date of adoption thereof, and to file the same in the office of the Secretary of State of Delaware, and a certified copy thereof in the office of the Recorder of Deeds of County, and FURTHER RESOLVED, that the officers of this corporation be and they hereby are authorized and directed to do all acts and things whatsoever, whether within or without the State of Delaware; which may be in anyway necessary or proper to effect said merger. IN WITNESS WHEREOF, said parent corporation has caused its corporate seal to be affixed and this certificate to be signed by an authorized officer this 17th day of February 2011. By: /s/ Jack Gao ------------------------------- Jack Gao Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----