0001213900-18-015894.txt : 20181115 0001213900-18-015894.hdr.sgml : 20181115 20181115114149 ACCESSION NUMBER: 0001213900-18-015894 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20180930 FILED AS OF DATE: 20181115 DATE AS OF CHANGE: 20181115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHINA RECYCLING ENERGY CORP CENTRAL INDEX KEY: 0000721693 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 900093373 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-34625 FILM NUMBER: 181186443 BUSINESS ADDRESS: STREET 1: 4/F, TOWER C, RONG CHENG YUN GU BUILDING STREET 2: KEJI 3RD ROAD, YANTA DISTRICT CITY: XI'AN CITY, SHAANXI PROVINCE STATE: F4 ZIP: 710075 BUSINESS PHONE: 86-29-8765-1097 MAIL ADDRESS: STREET 1: 4/F, TOWER C, RONG CHENG YUN GU BUILDING STREET 2: KEJI 3RD ROAD, YANTA DISTRICT CITY: XI'AN CITY, SHAANXI PROVINCE STATE: F4 ZIP: 710075 FORMER COMPANY: FORMER CONFORMED NAME: CHINA DIGITAL WIRELESS INC DATE OF NAME CHANGE: 20040810 FORMER COMPANY: FORMER CONFORMED NAME: BOULDER ACQUISITIONS INC DATE OF NAME CHANGE: 20020430 FORMER COMPANY: FORMER CONFORMED NAME: BOULDER BREWING CO DATE OF NAME CHANGE: 19920703 10-Q/A 1 f10q0918a1_chinarecycling.htm AMENDMENT NO. 1 TO FORM 10-Q

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q/A

(Amendment No. 1)

 

☒   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2018

 

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 No. 000-12536

 

China Recycling Energy Corporation

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada   90-0093373

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

 

4/F, Tower C

Rong Cheng Yun Gu Building

Keji 3rd Road, Yanta District

Xi’an City, Shaanxi Province

China 710075

(Address of Principal Executive Offices, Zip Code)

 

Registrant’s Telephone Number, Including Area Code: + 86-29-8765-1098

 

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   ☐ No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ Yes   ☐ No

 

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☒
Emerging growth company ☐  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

The number of shares outstanding of the registrant’s Common Stock, as of November 12, 2018, was 10,295,280.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-Q/A (“Amendment No. 1”) to the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018, of China Recycling Energy Corporation, as filed with the Securities and Exchange Commission on November 14, 2018 (the “Original Filing”), is being filed for the sole purpose of correcting a typographical error on the cover page of the Original Filing that resulted in the submission of an incorrect number of shares outstanding as of November 12, 2018.

 

Except for the foregoing, this Amendment No. 1 does not update or modify any of the information contained in the Original Filing. Other than as specifically set forth herein, this Amendment No. 1 continues to speak as of the date of the Original Filing. No attempt has been made in this Amendment No. 1 to modify or update the disclosures presented in the Original Filing or to modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and the registrant’s other filings with the Securities and Exchange Commission. As required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, this Amendment No. 1 includes updated certifications from the Company’s principal executive officer and principal financial officer as Exhibits 31.3, 31.4, 32.3 and 32.4.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  CHINA RECYCLING ENERGY CORPORATION (Registrant)
   
Date: November 15, 2018 /s/ Guohua Ku
 

Guohua Ku

Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)

   
Date: November 15, 2018 /s/ Binfeng Gu
 

Binfeng Gu

Chief Financial Officer,
Principal Financial Officer and Secretary

 

 

 

 

EXHIBIT INDEX

 

Exhibit
Number		   Description
31.3   Certification of Chief Executive Officer pursuant to Rule 13a-14(a).*
     
31.4   Certification of Chief Financial Officer pursuant to Rule 13a-14(a).*
     
32.3   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.†
     
32.4   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.†

 

*Filed herewith.

†Furnished herewith.

 

 

 

 EX-31.3 2 f10q0918a1ex31-3_china.htm CERTIFICATION

Exhibit 31.3

 

RULE 13a-14(a) CERTIFICATION FOR FORM 10-Q (CEO) CERTIFICATION

 

I, Guohua Ku, certify that:

 

  1. I have reviewed this quarterly report on Form 10-Q/A of China Recycling Energy 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 registrant’s 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 the Company 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  

  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal controls over financial reporting.

 

Date: November 15, 2018 By:  /s/ Guohua Ku
  Guohua Ku
  Chief Executive Officer

 

 EX-31.4 3 f10q0918a1ex31-4_china.htm CERTIFICATION

Exhibit 31.4

 

RULE 13a-14(a) CERTIFICATION FOR FORM 10-Q (CFO) CERTIFICATION

 

I, Binfeng Gu, certify that:

  

  1. I have reviewed this quarterly report on Form 10-Q/A of China Recycling Energy 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 registrant’s 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 the Company 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 registrant’s 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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

  

  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s 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 registrant’s 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 registrant’s internal controls over financial reporting.

 

Date: November 15, 2018 By: /s/ Binfeng Gu
  Binfeng Gu
  Chief Financial Officer

 

 EX-32.3 4 f10q0918a1ex32-3_china.htm CERTIFICATION

Exhibit 32.3

 

SECTION 1350 CERTIFICATION (CEO) 1350

 

CHINA RECYCLING ENERGY CORPORATION

 

CERTIFICATION PURSUANT TO

 

18 U.S.C. SECTION 1350,

 

AS ADOPTED PURSUANT TO

 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of China Recycling Energy Corporation (the “Company”) on Form 10-Q/A for the quarter ended September 30, 2018, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Guohua Ku, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

  

(1) 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.

 

Date: November 15, 2018 /s/ Guohua Ku
  Guohua Ku
  Chief Executive Officer,
Chairman of Board of Directors

 

 EX-32.4 5 f10q0918a1ex32-4_china.htm CERTIFICATION

Exhibit 32.4

 

SECTION 1350 CERTIFICATION (CFO) 1350

 

CHINA RECYCLING ENERGY CORPORATION

 

CERTIFICATION PURSUANT TO

 

18 U.S.C. SECTION 1350,

 

AS ADOPTED PURSUANT TO

 

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of China Recycling Energy Corporation, the “Company”, on Form 10-Q/A for the quarter ended September 30, 2018, as filed with the Securities and Exchange Commission on the date hereof, the “Report”, I, Binfeng Gu, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) 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.

 

Date: November 15, 2018 /s/ Binfeng Gu
  Binfeng Gu
  Chief Financial Officer