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EXCEL - IDEA: XBRL DOCUMENT - China Liaoning Dingxu Ecological Agriculture Development, Inc.Financial_Report.xls


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

FORM 10-K/A

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

For the annual period ended December 31, 2012

o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE EXCHANGE ACT
 
For the transition period from ___________ to _____________
 
CHINA LIAONING DINGXU ECOLOGICAL AGRICULTURE DEVELOPMENT, INC.
(Exact name of small business issuer as specified in its charter)

Commission File No. 333-170480

Nevada
 
80-0638212
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

Room 2119 Mingyong Building, No. 60 Xian Road.
Shahekou District, Dalian, China 116021
(Address of Principal Executive Offices)
 
0086-13909840703
(Issuer’s telephone number)
 
Copy of Communications To:
Bernard & Yam, LLP
401 Broadway, Suite 1708
New York, NY 10013
Phone: 212-219-7783
Facsimile: 212-219-3604

Indicate by checkmark 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 last 90 days.  YES þ NO ¨

Indicate by checkmark 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 þ NO ¨

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form. ¨

Indicate by checkmark 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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES ¨     NO þ
 
The aggregate market value of the voting and non-voting stock (1,750,000 shares of common stock) held by non-affiliates of the registrant, as of June 29, 2012, was approximately $122,500 computed by reference to the last reported sale price of $0.07 per share on June 29, 2012.  All executive officers and directors of the registrant have been deemed, solely for the purpose of the foregoing calculation, to be "affiliates" of the registrant.

As of May 1, 2013, 46,450,000 shares of common stock, $0.001 par value, were outstanding.   As of March 31, 2013, there were 66,450,000 shares of common stock,  $0.001 par value, issued and outstanding. The decrease in the number of total issued and outstanding common shares was due to the cancellation of 20,000,000 shares by Chin Yung Kong, our controlling shareholder, on January 8, 2013.



 
 

 
 
EXPLANATORY NOTE
 
The sole purpose of this Amendment No. 1 to China Liaoning Dingxu Ecological Agriculture Development, Inc. 's Form 10-K (the “Report”) for the fiscal year ended December 31, 2012, as filed with the Securities and Exchange Commission on May 15, 2013, is to furnish Exhibit 101 to the Report in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Report formatted in XBRL (eXtensible Business Reporting Language).
 
No other changes have been made to the Report. This Amendment No. 1 to the Report does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the original Report.
 
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.
 
 
 
 

 
 

Exhibit No.
 
Description
     
3.1
 
Articles of Incorporation*
3.2
 
Bylaws*
10.1
 
Share Exchange Agreement**
10.2
 
Consulting Service Agreement (Panjin Hengrun and Liaoning Dingxu)**
10.3
 
Operating Agreement (Panjin Hengrun and Liaoning Dingxu)**
10.4
 
Equity Pledge Agreement (Panjin Hengrun and Liaoning Dingxu)**
10.5
 
Option Agreement (Panjin Hengrun and Liaoning Dingxu)**
10.6
 
Proxy Agreement (Panjin Hengrun and Liaoning Dingxu)**
10.7
 
Share Cancellation Agreement between the Company and Chin Yung Kong dated July 23, 2012. ***
31.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (6)
31.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (6)
32.1   Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (6)
32.2   Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (6)
101****
 
The following materials from our Annual Report on Form 10-K for the year ended December 31, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Stockholders' Equity (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements. 
   
101.INS****   XBRL Instance
   
101.SCH***   XBRL Taxonomy Extension Schema
   
101.CAL***   XBRL Taxonomy Extension Calculation
   
101.DEF***   XBRL Taxonomy Extension Definition
   
101.LAB***   XBRL Taxonomy Extension Labels
   
101.PRE***   XBRL Taxonomy Extension Presentation

* Incorporated by reference to our Registration Statement on Form S-1, filed on November 9, 2010

**Incorporated by reference to the Form 8-K Current Report filed on December 13, 2011.

*** Incorporated by reference to the Form 8-K Current Report filed on August 9, 2012.

**** XBRL 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.
 
 
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In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
  CHINA LIAONING DINGXU ECOLOGICAL AGRICULTURE DEVELOPMENT, INC.
       
Date: May 17, 2013
By:
/s/ Chin Yung Kong  
    President, Secretary and Treasurer  
    (Principal Executive Officer and Principal Financial Officer)  
       

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
       
Date: May 17, 2013
By:
/s/ Chin Yung Kong  
    Director, President, Secretary and Treasurer  
    (Principal Executive Officer and Principal Financial Officer)  
 
 
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