UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

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

For the fiscal year ended December 31, 2013

Commission file number: 001-35821

699 Serramonte Blvd. Ste 212

Daly City, CA 94015

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (650) 530-0699

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to section 12(g) of the Act:

Common Stock, $0.001 par value
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes [  ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [  ] No [X]

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 [X] No [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 10-K. [X]

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

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

Revenue for the year ended Dec. 31, 2013 was $0.

The Company’s common stock, $.001 par value is traded on the OTCBB.

The number of shares outstanding of the issuer’s common stock, $.001 par value, as of March 13, 2014 was 54,365,000 shares.

DOCUMENTS INCORPORATED BY REFERENCE
NONE.

ITEMS AMENDED HEREBY

As used in this amended report, the “Company” or “Us” or “We” or “Our” refer to US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC., a California corporation, unless the context otherwise requires.

EXPLANATORY NOTE

The purpose of this Amendment (the “Amendment”) to our Form 10-K for the Annual Period Ended December 31, 2013 (the “Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2014, is solely to revise the Shell Company status check box on the first page above

This Amendment makes no other changes to the Form 10-K as filed with the SEC on April 17, 2014 and no attempt has been made in this Amendment to modify or update the other disclosures presented in the Form 10-K.

This Amendment does not reflect subsequent events occurring after the original filing of the Form 10-K (i.e., those events occurring after April 17, 2014) or modify or update in any way those disclosures that may be affected by subsequent events.

Accordingly, this Amendment should be read in conjunction with the Form 10-K and our other filings with the SEC.

 US-DADI FERTILIZER INDUSTRY INTERNATIONAL, INC.

Form 10-K/A Annual Report
Table of Contents

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this Report:

3. Exhibits Incorporated by Reference

3

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.