Attached files

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EX-31.2 - EXHIBIT 31.2 - China Shouguan Investment Holding Group Corpex31_2apg.htm
EX-32.2 - EXHIBIT 32.2 - China Shouguan Investment Holding Group Corpex32_2apg.htm
EX-32.1 - EXHIBIT 32.1 - China Shouguan Investment Holding Group Corpex32_1apg.htm
EX-31.1 - EXHIBIT 31.1 - China Shouguan Investment Holding Group Corpex31_1apg.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q/A

Amendment #1


QUARTERLY REPORT UNDER THE SECURITIES ACT OF 1933


For the Period ended June 30, 2015


Commission File No. 333-167964


[chso10qa_063015apg001.jpg]


CHINA SHOUGUAN MINING CORPORATION

(Exact name of registrant as specified in its charter)


Nevada

(State or other jurisdiction of incorporation)


27-2513824

(IRS Employer Identification No.)


6009 Yitian Road

New World Center Rm. 3207

Futian District, Shenzhen

People’s Republic of China

Telephone 0086-755-82520008

Facsimile 0086-755-82520156

(Address and telephone number of registrant’s principal executive offices)

__________________________


Frank J. Hariton

1065 Dobbs Ferry Road

White Plains, New York

Tel: 914 674 4373; Fax: 914 693 2963

(Name, address and telephone number of agent for service)

__________________________


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


Securities registered pursuant to Section 12(g) of the Act:  Common Stock, $0.0001 par value


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 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 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 [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-Q or any amendment to this Form 10-Q.


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” 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 [   ]  No [X]


Issuer's revenues for the six months ended June 30, 2015 were $0.


As of June 30, 2015, there were 115,000,000 shares of our common stock issued and outstanding. The Company is now quoting at OTCQB for the symbol CHSO. The aggregate market value of the voting stock held by non-affiliates of the registrant, computed by reference to the $0.0001 par value price per share paid for the shares is approximately $7,318.

 

DOCUMENTS INCORPORATED BY REFERENCE


Some exhibits required to be filed hereunder, are incorporated herein by reference to our original Form S-1 Registration Statement, filed under CIK No 0001493893 on July 1, 2010, and in amendments filed thereafter, on the SEC website at www.sec.gov.

 


EXPLANATORY NOTE


The purpose of this Amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the Securities and Exchange Commission on August 19, 2015, is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).


This Amendment No. 1 to the Form 10-Q 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.


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.





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Item 6.  Exhibits


(a) The following listed exhibits are filed as a part of this quarterly report:

 


Exhibit

No.

 

Description

31.1

 

Rule 13a-14(a)/15d-14(a) certification of Principal Executive Officer

31.2

 

Rule 13a-14(a)/15d-14(a) certification of Principal Accounting Officer

32.1

 

Certification pursuant to 18 USC, section 1350 of Principal Executive Officer

32.2

 

Certification pursuant to 18 USC, section 1350 of Principal Accounting Officer

 


The following exhibits marked with one asterisk have been omitted from this filing, are incorporated herein by this reference and can be found in their entirety in our original Form S-1 registration statement filed on July 2, 2010. The following exhibits marked with two asterisks have been omitted in this filing, are incorporated herein by this reference and can be found in their entirety in our Form S-1/A-1 filed on September 22, 2010. The following exhibits marked with three asterisks have been omitted in this filing, are incorporated herein by this reference and can be found in their entirety in our Form S-1/A-2 filed on October 26, 2010. All documents listed can be found on the SEC website at www.sec.gov under our CIK Number 0001493893.  The following exhibits marked with four asterisks are furnished herewith. XBRL (Extensible Business Reporting Language) 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.

 


Exhibit No.

Description

2

* Share Exchange Agreement

3.1

* Articles of Incorporation

3.2

* Bylaws

4

* Form of Common Stock Certificate

5

* Opinion of Michael M. Kessler, Esq. re: Legality (** Amended Opinion filed with Form S1/A-1 on September 22, 2010)

10.1

* Operating Lease Agreement for Cunli Ji Gold Mine

10.2

* Acquisition Agreement for Cunli Ji Gold Mine

10.3

* Option Agreement to Purchase Equity Interests by and among Shoujin Business Consulting (Shenzhen), Shenzhen ShouGuan Investment Limited, Yantai JinGuan Investment Limited and Penglai XinGuan Investment Limited

10.4

* Equity Pledge Agreement

10.5

* Operating Agreement

10.6

* Exclusive Technical Service and Business Consulting Agreement

10.7

* Proxy Agreement

10.9

* Office Lease - Yantai, China

10.10

* Office Lease - Shenzhen, China

10.11

** Master Agreement between Penglai City Gold Mining Holding Co. Limited and Penglai XinGuan Investment Limited

10.12

** Construction Project Agreement between Penglai XinGuan Investment Limited and Jinhai Mine Underground Engineering Limited

10.12(a)

***Renewed Construction Project Agreement to extend one year term to August 28, 2011

10.13

** Gold Concentrate Processing Agreement between XinGuan and Shandong Humon Smelting Co., Ltd.

14

* Code of Ethics

21 

* List of Subsidiaries/Variable Interest Entities of Registrant

23.2 

* Consent of Michael M. Kessler, Esq. (see Exhibit 5)

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





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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on November 23, 2015.

 


China ShouGuan Mining Corporation , Registrant

 

By: /s/ Feize Zhang

Feize Zhang

Chairman and Principal Executive Officer



Pursuant to the requirements of the Securities Act of 1933, this report has been signed by the following persons in the capacities indicated on November 23, 2015.

 


China ShouGuan Mining Corporation , Registrant

 

By: /s/ Feize Zhang

Feize Zhang

Chairman and Principal Executive Officer

 

By: /s/ Chengqing Tan

Chengqing Tan

Principal Financial Officer





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