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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Amendment No. 4
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 5, 2011 (February 4, 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))
EXPLANATORY NOTE REGARDING THIS AMENDMENT
On February 10, 2011, Mondas Minerals Corp. (the "Company") filed with the
Securities and Exchange Commission a Current Report on Form 8-K (the "Form 8-K")
in connection with a merger (the "Merger") between Mondas' wholly owned
subsidiary, CCG Acquisition Corp., a Delaware corporation ("CCG Delaware"), and
Consumer Capital Group Inc., a California corporation ("CCG"). Upon completion
of the Merger, the Company's name has been changed to "Consumer Capital Group
Inc." This Current Report on Form 8-K/A amends certain disclosures under Item
4.01 of the Form 8-K and amends Item 9.01(d) to reference and file a new Exhibit
16.1.
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
We dismissed Seale and Beers, CPAs ("Seale and Beers") as our independent
auditors effective as of February 4, 2011 in connection with the Merger. This
action was approved by our Board of Directors.
The reports of Seale and Beers on our financial statements as of June 30,
2010 and 2009 and for the years ended June 30, 2010 and 2009 did not contain an
adverse opinion or a disclaimer of opinion, and were not qualified or modified
as to uncertainty, audit scope, or accounting principles, other than an
explanatory paragraph as to a going concern in its report dated August 31, 2010.
During our two most recent fiscal years ended June 30, 2010 and 2009 and
the subsequent interim period preceding the dismissal of Seale and Beers on
February 4, 2011, there were: (i) no disagreements between the Company and Seale
and Beers on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements, if
not resolved to the satisfaction of Seale and Beers, would have caused Seale and
Beers to make reference to the subject matter of the disagreement in its reports
on our financial statements for such periods, and (ii) no reportable events
within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
On February 4, 2011, we engaged Anton & Chia, LLP ("Anton & Chia") as our
independent registered accounting firm. Anton & Chia performed the audit of CCG,
which became our subsidiary after the Merger. During our two most recent fiscal
years ended June 30, 2010 and 2009 and the subsequent interim period ended
February 4, 2011, we did not consult with Anton & Chia on (i) the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that may be rendered on the Company's financial
statements, and Anton & Chia did not provide either a written report or oral
advice to the Company that was an important factor considered by the Company in
reaching a decision as to any accounting, auditing, or financial reporting
issue; or (ii) the subject of any disagreement, as defined in Item 304
(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable event
within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.
We provided Seale and Beers a copy of the disclosures contained herein and
requested that Seale and Beers furnish us with a letter addressed to the
Securities and Exchange Commission stating whether or not Seale and Beers agrees
with our statements in this Item 4.01. A copy of the letter dated April 4, 2011,
furnished by Seale and Beers in response to that request, is filed as Exhibit
16.1 to this Current Report.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS.
(d) Exhibits
INDEX TO EXHIBITS
Exhibit
Number Description
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2.1 Agreement and Plan of Merger by and among the Company, CCG Acquisition
Corp., a Delaware corporation, and Consumer Capital Group Inc., a
California corporation, dated February 4, 2011 (2)
3.1 Certificate of Incorporation (1)
3.2 Bylaws (1)
2
10.1 Loan Agreement between Arki (Beijing) E-commerce Technology Co., Ltd.
and Jianmin Gao, dated August 23, 2010 (English translation) (2)
10.2 Power of Attorney by Jianmin Gao, dated September 21, 2010 (English
translation) (2)
10.3 Share Pledge Agreement between Arki (Beijing) E-commerce Technology
Co., Ltd., Jianmin Gao, and America Arki Networkservice Beijing Co.,
Ltd., dated September 23, 2010 (English translation) (2)
10.4 Exclusive Option Agreement between Arki (Beijing) E-commerce Technology
Co., Ltd., Jianmin Gao, and America Arki Networkservice Beijing Co.,
Ltd., dated December 23, 2010 (English translation) (2)
10.5 Loan Agreement between Arki (Beijing) E-commerce Technology Co., Ltd.
and Fei Gao, dated August 23, 2010 (English translation) (2)
10.6 Power of Attorney by Fei Gao, dated September 21, 2010 (English
translation) (2)
10.7 Share Pledge Agreement between Arki (Beijing) E-commerce Technology
Co., Ltd., Fei Gao, and America Arki Networkservice Beijing Co., Ltd.,
dated September 23, 2010 (English translation) (2)
10.8 Exclusive Option Agreement between Arki (Beijing) E-commerce Technology
Co., Ltd., Fei Gao, and America Arki Networkservice Beijing Co., Ltd.,
dated September 23, 2010 (English translation) (2)
10.9 Exclusive Business Cooperation Agreement between Arki (Beijing)
E-commerce Technology Co., Ltd. and America Arki Networkservice Beijing
Co., Ltd., dated December 23, 2010 (English translation) (2)
10.10 Lease between Vantone International Group, Inc. and Consumer Capital
Group Inc., dated June 29, 2010 (2)
10.11 Lease Contract between Beijing Guohua Real Estate Co. Ltd. and ArKi
(Beijing) E-commerce Technology Co. Ltd., dated August 18, 2010
(English translation) (2)
10.12 Joint Venture Contract between Wei Guo and Consumer Capital Group Inc.,
dated November 18, 2010 (English translation) (2)
10.13 Loan Agreement between Arki (Beijing) E-commerce Technology Co., Ltd.
and Jianmin Gao, dated August 15, 2010 (English translation) (2)
10.14 Agreement between Fuxin Bank and America Arki (Fuxin) Network
Management Co., Ltd., dated January 10, 2011 (English translation) (2)
10.15 Assignment and Assumption Agreement between Mondas Minerals, Inc. and
Scott Bengfort, dated February 4, 2011 (2)
10.16 Release Agreement by Scott D. Bengfort, dated February 4, 2011 (2)
10.17 Indemnification Agreement between Scott Benfort, Mondas Minerals Corp.,
and CCG Acquisition Corp., dated February 4, 2011 (2)
10.18 Employment Agreement between Arki (Beijing) E-Commerce Technology Corp.
and Fei Gao, dated March 1, 2008 (English translation) (2)
10.19 Employment Agreement between Arki (Beijing) E-Commerce Technology Corp.
and Dong Yao, dated March 1, 2008 (English translation) (2)
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10.20 Loan Agreement between America Arki (Fuxin) Network Management Co.,
Ltd. and Jianmin Gao, dated February 3, 2011 (English translation) (2)
10.21 Power of Attorney by Jianmin Gao, dated February 3, 2011 (English
translation) (2)
10.22 Share Pledge Agreement between America Arki (Fuxin) Network Management
Co., Ltd., Jianmin Gao, and America Arki Networkservice Beijing Co.,
Ltd., dated February 3, 2011 (English translation) (2)
10.23 Exclusive Option Agreement between America Arki (Fuxin) Network
Management Co., Ltd., Jianmin Gao, and America Arki Networkservice
Beijing Co., Ltd., dated February 3, 2011 (English translation) (2)
10.24 Loan Agreement between America Arki (Fuxin) Network Management Co.,
Ltd. and Fei Gao, dated February 3, 2011 (English translation) (2)
10.25 Power of Attorney by Fei Gao, dated February 3, 2011 (English
translation) (2)
10.26 Share Pledge Agreement between America Arki (Fuxin) Network Management
Co., Ltd., Fei Gao, and America Arki Networkservice Beijing Co., Ltd.,
dated February 3, 2011 (English translation) (2)
10.27 Exclusive Option Agreement between America Arki (Fuxin) Network
Management Co., Ltd., Fei Gao, and America Arki Networkservice Beijing
Co., Ltd., dated February 3, 2011 (English translation) (2)
10.28 Exclusive Business Cooperation Agreement between America Arki (Fuxin)
Network Management Co., Ltd. and America Arki Networkservice Beijing
Co., Ltd., dated February 3, 2011 (English translation) (2)
16.1 Letter from Seale and Beers, CPAs, dated April 4, 2011 *
21.1 List of Subsidiaries (2)
99.1 Audited consolidated financial statements of Consumer Capital Group
Inc., a California corporation, as of and for the years ended December
31, 2009 and 2008, and accompanying notes to consolidated financial
statements (2)
99.2 Unaudited consolidated financial statements as of and for the nine
months ended September 30, 2010 and 2009, and accompanying notes to
consolidated financial statements (2)
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* Filed herewith.
(1) Filed on July 15, 2008 as an exhibit to the Company's Registration
Statement on Form S-1, and incorporated herein by reference.
(2) Filed on February 10, 2011 as an exhibit to the Company's Current Report on
Form 8-K, and incorporated herein by reference.
4
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: April 5, 2011 By: /s/ Jianmin Gao
------------------------------------
Jianmin Gao
Chief Executive Officer
