UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1) 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 3, 2013

(Exact name of registrant as specified in its charter)

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)).

INFORMATION TO BE INCLUDED IN THE REPORT

Explanatory Note

On July 9, 2013, China Energy Corporation (the “Company”) filed a Current Report on Form 8-K (the “Report”) with the Securities and Exchange Commission to report that the Company filed a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation with the Secretary of State of Nevada effectuating a one-for-12,000,000 reverse stock split. This Amendment No. 1 to Current Report on Form 8-K/A is being filed solely to include Exhibit 3.1 which was not included in the Report due to an inadvertent omission. No other changes are being made to the Report.

Item 3.03 Material Modification of Rights of Security Holders

On July 3, 2013, China Energy Corporation (the “Company”) filed a Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada, effectuating a one-for-12,000,000 reverse stock split. Fractional shares of those stockholders who owned fewer than 12,000,000 pre-split shares of common stock will be redeemed for cash consideration of $0.14 per pre-split share. The reverse stock split was previously approved by the stockholders owning a majority of the shares of the common stock of the Company.

Prior to the filing of the Amendment, there were 45,060,000 shares of common stock (pre-split) issued and outstanding owned by approximately 317 stockholders of record. Following the filing of the Amendment, which was effective upon filing, there were approximately 2.40 shares of common stock issued and outstanding owned the sole stockholder of record as of the close of business on July 3, 2013.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

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 hereunto duly authorized.