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EXCEL - IDEA: XBRL DOCUMENT - CHINA EDUCATION INTERNATIONAL, INC.Financial_Report.xls


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
Amendment No. 1

[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED:  June 30, 2011
 
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 NUMBER: 000-53247

CHINA EDUCATION INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
20-4854568
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

2385 NW Executive Center Drive, Suite 100
Boca Raton, FL
33431
(Address of principal executive offices)
(Zip Code)

561-981-6277
 (Registrant’s telephone number, including area code)

 (Former name, former address and former fiscal year, if changed since last report)
 
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. 
[X]  Yes  [  ] No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date 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). 
[ X ]  Yes  [  ]  No 

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
[  ]
   
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  [X]  No 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.  22,806,150 shares of common stock are issued and outstanding as of August 8, 2011.

 
 

 

 


Explanatory Note

The purpose of this Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended June 30, 2011 (the “Form 10-Q”), originally filed with the Securities and Exchange Commission on August 12, 2011, is to furnish Exhibit 101 to the Form 10-Q within the 30 day grace period provided for the initial submission of interactive data files, as required by Rule 405 of Regulation S-T.

No other changes have been made to the Form 10-Q. This Form 10-Q/A 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, and does not modify or update in any way disclosures made in the Form 10-Q.

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 and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
 


 
 

 

 


ITEM 6.  EXHIBITS.

Exhibit No.
 
Description of Exhibit
 
3.1
 
Articles of Incorporation (Incorporated by reference to Exhibit 3 of Form SB-2 filed on September 19, 2006).
 
3.2
 
By laws, as amended (Incorporated by reference to Exhibit 3.01 of Form 8-K filed on November 29, 2007).
 
10.1
 
Lease Agreement dated July 28, 2002 between Shaoxing Red Green Blue Trading Co. Ltd and Shaoxing China Textile City High School (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on January 6, 2010).
 
10.2
 
Education Service Agreement dated July 30, 2002 between Shaoxing China Textile City High School and Zhejiang Red Green Blue Education Group Co., Ltd (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on January 6, 2010).
 
10.3
 
Lease Agreement dated November 12, 2010 between Shaoxing Red Green Blue Trading Co. Ltd. and Shaoxing China Textile City High School (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on January 6, 2010).
 
10.4
 
Education Service Agreement dated November 12, 2010 between Shaoxing China Textile City High School and Zhejiang Red Green Blue Education Group Co., Ltd (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on January 6, 2010).
 
10.5
 
Share Pledge Agreement dated November 25, 2010 between Hangzhou Kunjiang Education Technology Co., Ltd. and Shaoxing Red Green Blue Trading Co., Ltd (Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on January 6, 2010).
 
10.6
 
Power of Attorney dated November 25, 2010 between China Education Schools Co., Ltd and Guotong Chen (Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on January 6, 2010).
 
10.7
 
Call Option Agreement dated November 25, 2010 between Shaoxing Red Green Blue Trading Co., Ltd and China Education Schools Co., Ltd (Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on January 6, 2010).
 
10.8
 
Exclusive Cooperation Agreement dated November 25, 2010 between Hangzhou Kunjiang Education Technology Co., Ltd., Shaoxing Red Green Blue Trading Co., Ltd. and Shaoxing China Textile City High School (Incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed on January 6, 2010).
 
10.9
 
Consulting Agreement dated December 31, 2010 between USChina Channel, Inc., China Direct Investments, Inc., CDI Shanghai Management Co., Ltd., and Capital One Resource Co., Ltd (Incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on January 6, 2010).
 
10.10
 
Service Agreement dated December 31, 2010 between China Bull Management, Inc., and China Bull Holding, Inc (Incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed on January 6, 2010).
 
10.11
 
Bill of Sale, Assignment and Assumption of Liability dated December 31, 2010 between USChina Channel and China Bull Holdings, Inc (Incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed on January 6, 2010).
 
10.12
 
Share Exchange Agreement dated December 31, 2010 between USChina Channel, Inc., Andrew Chien, China Education Schools, Ltd., and the Shareholders or China Education Schools, Ltd (Incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K filed on January 6, 2010).
 
10.14
 
Share Transfer Agreement dated November 25, 2010 between Ruifeng Chen and China Education Schools Co., Ltd (Incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K filed on January 6, 2010).
 
10.15
 
Promissory Note dated February 22, 2011 issued to China Direct Investments, Inc. in the principal amount of $150,000 (Incorporated by reference to the Transition Report on Form 10-K filed on March 31, 2011).
 
10.16
 
Consulting and Management Agreement dated as of December 31, 2010 between Invictus Advisory Associates, Inc. and China Direct Investments, Inc (Incorporated by reference to the Transition Report on Form 10-K filed on March 31, 2011).
 
10.17
 
Cooperation Agreement dated November 15, 2010 between Hangzhou Pengtuo Animation Technology Co. Ltd.
and Hangzhou Kunjiang Education Technology Co. Ltd (Incorporated by reference to the Transition Report on Form 10-K filed on March 31, 2011).
 
10.18
 
Loan Agreement dated March 24, 2011 between Zhejiang Red Green Blue Education Group Co., Ltd. and Shaoxing China Textile City Middle School.
 
10.19
 
Share Pledge Agreement dated May 31, 2011 between Hangzhou Kunjiang Education Technology Co., Ltd. and Qiming Weng, Xingbiao Lin and Qiude Chen (Incorporated by reference to the Form 8-K filed on June 1, 2011).
 
10.20
 
Power of Attorney dated May 31, 2011 between China Education Schools Co., Ltd and Qiming Weng, Xingbiao Lin and Qiude Chen (Incorporated by reference to the Form 8-K filed on June 1, 2011).
 
10.21
 
Option Agreement dated May 31, 2011 between Crown Union Resources Limited and Qiming Weng, Xingbiao Lin and Qiude Chen and China Education Schools Co., Ltd (Incorporated by reference to the Form 8-K filed on June 1, 2011).

 
 

 
 


 
 
10.22
 
Call Option Agreement dated May 31, 2011 between Qiming Weng, Xingbiao Lin and Qiude Chen and China Education Schools Co., Ltd (Incorporated by reference to the Form 8-K filed on June 1, 2011).
 
10.23
 
Exclusive Cooperation Agreement dated May 31, 2011 between Hangzhou Kunjiang Education Technology Co., Ltd. and Pingtan Lanhua Middle and High School (Incorporated by reference to the Form 8-K filed on June 1, 2011).
 
16.1
 
Letter of Keene Ruan, CPA, P.C. dated March 10, 2011 (Incorporated by reference to the Form 8-K filed on March 11, 2011).
 
21.1
 
Subsidiaries of the registrant (Incorporated by reference to the Transition Report on Form 10-K filed on March 31, 2011).
 
31.1
*
Section 302 Certificate of Chief Executive Officer.
 
31.2
*
Section 302 Certificate of Principal Financial and Accounting Officer.
 
32.1
*
Section 906 Certificate of Chief Executive Officer and Principal Financial and Accounting Officer.
 
101.INS
**
XBRL INSTANCE DOCUMENT
 
101.SCH
**
XBRL TAXONOMY EXTENSION SCHEMA
 
101.CAL
**
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
 
101.DEF
**
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
 
101.LAB
**
XBRL TAXONOMY EXTENSION LABEL LINKBASE
 
101.PRE
**
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

 
*
 
Previously filed or furnished with China Education International, Inc. Form 10-Q filed on August 12, 2011.
 
**
 
In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 to this Quarterly Report on Form 10-Q/A shall be deemed “furnished” and not “filed”.
 


 
 

 

 

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 EDUCATION INTERNATIONAL, INC.
   
Date:  September 9, 2011
By: /s/Joel Mason
 
Joel Mason,
Chief Executive Officer and Chairman of the Board of Directors