UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment #1
QUARTERLY REPORT UNDER THE SECURITIES ACT OF 1933
For the Period ended March 31, 2015
Commission File No. 333-167964
CHINA SHOUGUAN MINING CORPORATION
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
27-2513824
(IRS Employer Identification No.)
6009 Yitian Road
New World Center Rm. 3207
Futian District, Shenzhen
Peoples Republic of China
Telephone 0086-755-82520008
Facsimile 0086-755-82520156
(Address and telephone number of registrants principal executive offices)
__________________________
Frank J. Hariton
1065 Dobbs Ferry Road
White Plains, New York
Tel: 914 674 4373; Fax: 914 693 2963
(Name, address and telephone number of agent for service)
__________________________
Securities registered pursuant to Section 12(b) of the Act: None.
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value
Indicate by check mark if 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 Exchange 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 pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants 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, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] |
Accelerated filer [ ] |
Non-accelerated filer [ ] |
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 [ ] No [X]
Issuer's revenues for the three months ended March 31, 2015 were $0.
As of March 31, 2015, there were 115,000,000 shares of our common stock issued and outstanding. The Company is now quoting at OTCQB for the symbol CHSO. The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the $0.0001 par value price per share paid for the shares is approximately $7,318.
DOCUMENTS INCORPORATED BY REFERENCE
Some exhibits required to be filed hereunder, are incorporated herein by reference to our original Form S-1 Registration Statement, filed under CIK No 0001493893 on July 1, 2010, and in amendments filed thereafter, on the SEC website at www.sec.gov.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the Securities and Exchange Commission on May 20, 2015, is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date,
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
2
(a) The following listed exhibits are filed as a part of this quarterly report:
Exhibit No. |
|
Description |
31.1 |
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Rule 13a-14(a)/15d-14(a) certification of Principal Executive Officer* |
31.2 |
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Rule 13a-14(a)/15d-14(a) certification of Principal Accounting Officer* |
32.1 |
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Certification pursuant to 18 USC, section 1350 of Principal Executive Officer* |
32.2 |
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Certification pursuant to 18 USC, section 1350 of Principal Accounting Officer* |
The following exhibits marked with one asterisk have been omitted from this filing, are incorporated herein by this reference and can be found in their entirety in our original Form S-1 registration statement filed on July 2, 2010. The following exhibits marked with two asterisks have been omitted in this filing, are incorporated herein by this reference and can be found in their entirety in our Form S-1/A-1 filed on September 22, 2010. The following exhibits marked with three asterisks have been omitted in this filing, are incorporated herein by this reference and can be found in their entirety in our Form S-1/A-2 filed on October 26, 2010. All documents listed can be found on the SEC website at www.sec.gov under our CIK Number 0001493893. The following exhibits marked with four asterisks are furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not 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, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
Exhibit No. |
Description |
2 |
* Share Exchange Agreement |
3.1 |
* Articles of Incorporation |
3.2 |
* Bylaws |
4 |
* Form of Common Stock Certificate |
5 |
* Opinion of Michael M. Kessler, Esq. re: Legality (** Amended Opinion filed with Form S1/A-1 on September 22, 2010) |
10.1 |
* Operating Lease Agreement for Cunli Ji Gold Mine |
10.2 |
* Acquisition Agreement for Cunli Ji Gold Mine |
10.3 |
* Option Agreement to Purchase Equity Interests by and among Shoujin Business Consulting (Shenzhen), Shenzhen ShouGuan Investment Limited, Yantai JinGuan Investment Limited and Penglai XinGuan Investment Limited |
10.4 |
* Equity Pledge Agreement |
10.5 |
* Operating Agreement |
10.6 |
* Exclusive Technical Service and Business Consulting Agreement |
10.7 |
* Proxy Agreement |
10.9 |
* Office Lease - Yantai, China |
10.10 |
* Office Lease - Shenzhen, China |
10.11 |
** Master Agreement between Penglai City Gold Mining Holding Co. Limited and Penglai XinGuan Investment Limited |
10.12 |
** Construction Project Agreement between Penglai XinGuan Investment Limited and Jinhai Mine Underground Engineering Limited |
10.12(a) |
***Renewed Construction Project Agreement to extend one year term to August 28, 2011 |
10.13 |
** Gold Concentrate Processing Agreement between XinGuan and Shandong Humon Smelting Co., Ltd. |
14 |
* Code of Ethics |
21 |
* List of Subsidiaries/Variable Interest Entities of Registrant |
23.2 |
* Consent of Michael M. Kessler, Esq. (see Exhibit 5) |
101.INS |
****XBRL Instance Document |
101.SCH |
****XBRL Taxonomy Schema |
101.CAL |
****XBRL Taxonomy Calculation Linkbase |
101.DEF |
****XBRL Taxonomy Definition Linkbase |
101.LAB |
****XBRL Taxonomy Label Linkbase |
101.PRE |
****XBRL Taxonomy Presentation Linkbase |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 23, 2015.
|
China ShouGuan Mining Corporation , Registrant
By: /s/ Feize Zhang Feize Zhang Chairman and Principal Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this report has been signed by the following persons in the capacities indicated on November 23, 2015.
|
China ShouGuan Mining Corporation , Registrant
By: /s/ Feize Zhang Feize Zhang Chairman and Principal Executive Officer
By: /s/ Chengqing Tan Chengqing Tan Principal Financial Officer |
4
Exhibit 31.1
Certification of Principal Executive Officer
Pursuant to 18 U.S.C. 1350
(Section 302 of the Sarbanes-Oxley Act of 2002)
I, Feize Zhang, certify that:
1. |
I have reviewed this amended Quarterly Report on Form 10-Q of China ShouGuan Mining Corporation; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
|
|
|
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls. |
Dated: November 23, 2015 |
/s/ Feize Zhang |
|
Feize Zhang Chairman and Principal Executive Officer |
|
(Principal Executive Officer) |
Exhibit 31.2
Certification of Principal Financial Officer
Pursuant to 18 U.S.C. 1350
(Section 302 of the Sarbanes-Oxley Act of 2002)
I, Chengqing Tan, certify that:
1. |
I have reviewed this amended Quarterly Report on Form 10-Q of China ShouGuan Mining Corporation; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
|
|
|
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. |
The registrants other certifying officer and I have disclosed, based on our most recent evaluation, to the registrants auditors and the audit committee of registrants board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal controls. |
Dated: November 23, 2015 |
/s/ Chengqing Tan |
|
Chengqing Tan Principal Financial Officer |
|
(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned hereby certifies, in his capacity as the Principal Executive Officer of China ShouGuan Mining Corporation (the Company), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
(1) The Companys amended Quarterly Report on Form 10-Q for the period ended March 31, 2015 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 23, 2015 | /s/ Feize Zhang |
| Feize Zhang Chairman and Principal Executive Officer |
| (Principal Executive Officer) |
This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
The undersigned hereby certifies, in his capacity as the Principal Financial Officer of China ShouGuan Mining Corporation (the Company), for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of his knowledge:
(1) The Companys amended Quarterly Report on Form 10-Q for the period ended March 31, 2015 (the Report) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: November 23, 2015 | /s/ Chengqing Tan |
| Chengqing Tan Principal Financial Officer |
| (Principal Financial Officer) |
This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
NOTE - 11 COMMITMENTS AND CONTINGENCIES - Information Of Non Cancelable Operating Leases (Details) - USD ($) |
12 Months Ended | 24 Months Ended | |
---|---|---|---|
Mar. 31, 2017 |
Mar. 31, 2016 |
Mar. 31, 2017 |
|
Aggregate future minimum rental payments due under these non-cancelable operating leases | |||
Office premises | $ 0 | $ 109,457 | $ 109,457 |
Mine operating rights | 7,177,817 | 0 | 7,177,817 |
Total operating lease commitments | $ 7,177,817 | $ 109,457 | $ 7,287,274 |
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