Attached files
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EX-32.1 - EXHIBIT 32.1 - Chang-On International, Inc. | exhibit32-1.htm |
EXCEL - IDEA: XBRL DOCUMENT - Chang-On International, Inc. | Financial_Report.xls |
EX-31.1 - EXHIBIT 31.1 - Chang-On International, Inc. | exhibit31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q/A
Amendment No. 1
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2014
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission File Number 001-08397
CHANG-ON INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Utah | 87-0302579 |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
514 No. 18 Building, High New Technology Development, Harbin, | |
Heilongjiang Province, China | N/A |
(Address of principal executive offices) | (Zip Code) |
86-451-82695010
(Registrants telephone
number, including area code)
N/A
(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 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).
[X] YES [ ] NO
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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 [ ] (Do not check if a smaller reporting company) |
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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act
after the distribution of securities under a plan confirmed by a
court.
[ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. 97,307,366 common shares issued and outstanding as of May 20, 2014.
EXPLANATORY NOTE
Our company is filing this Amendment No. 1 on Form 10-Q/A (the Amendment) to our quarterly report on Form 10-Q for the period ended March 31, 2014 (the Form 10-Q), filed with the Securities and Exchange Commission on March 21, 2014 (the Original Filing Date), to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from our Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language):
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Schema |
101.CAL | XBRL Taxonomy Calculation Linkbase |
101.DEF | XBRL Taxonomy Definition Linkbase |
101.LAB | XBRL Taxonomy Label Linkbase |
101.PRE | XBRL Taxonomy Presentation Linkbase |
This Amendment speaks as of the Original Filing Date, 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 attached as 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.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the Exchange Act), the certifications required pursuant to the rules promulgated under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which were included as exhibits to the Original Report, have been amended, restated and re-executed as of the date of this Amendment No. 1 and are included as Exhibits 31.1 and 32.1 hereto.
Item 6. Exhibits
Exhibit | Description |
Number | |
(3) | (i) Articles of Incorporation; (ii) By-laws |
3.1 |
Amendment to By-Laws (incorporated by reference our Current Report on Form 8-K filed on July 10, 2006). |
3.2 |
Amendment to By-Laws (incorporated by reference our Current Report on Form 8-K filed on April 9, 2007). |
3.3 |
Certificate of Amendment of Certificate of Incorporation filed on April 18, 2007 (incorporated by reference our Current Report on Form 8-K filed on April 23, 2007). |
(10) |
Material Contracts |
10.1 |
Share Exchange Agreement dated December 18, 2006 between our company and the shareholders of Chang-On International Limited (incorporated by reference to our Current Report on Form 8-K filed on December 19, 2006). |
10.2 |
Indemnity Agreement dated December 29, 2006 among Gold Standard, Inc., the shareholders of Chang- On International Limited, Scott L. Smith and Leonard Burningham (incorporated by reference to our Current Report on Form 8-K filed on January 10, 2007). |
(14) |
Code of Ethics |
14.1 |
Code of Ethics (incorporated by reference to our Annual Report on Form 10-K filed on March 31, 2011) |
(21) |
Subsidiaries of the Registrant |
(31) |
Rule 13a-14(a)/15d-14(a) Certifications |
31.1* | |
(32) |
Section 1350 Certifications |
32.1* | |
101** |
Interactive Data File |
101.INS |
XBRL Instance Document |
101.SCH |
XBRL Taxonomy Extension Schema Document |
101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document |
* |
Filed herewith. |
** |
Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Chang-On International, Inc. | |
Date: May 21, 2014 | /s/ Bing Xiao |
Bing Xiao | |
President, Chief Executive Officer, Chief Financial | |
Officer and Director | |
(Principal Executive Officer, Principal Financial Officer | |
and Principal Accounting Officer) |