UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2)

(Mark One)

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

For the fiscal year ended December 31, 2016

or

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

For the transition period from ___________ to ___________

Commission File Number: 000-55576

YANGTZE RIVER DEVELOPMENT LIMITED

(Exact name of registrant as specified in its charter)

Nevada		27-1636887
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)
183 Broadway, Suite 5 New York, NY United States		10007
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (646) 861-3315

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:		Name of each exchange on which registered:
None		None

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

Common Stock, par value $0.0001 per share

(Title of class)

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

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

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 ☒     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 ☒     No ☐

Indicate by check mark 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 10-K.  ☐

Indicate by check mark 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Accelerated filer	☒	Large accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, as of the last business day of the registrant’s most recently completed second fiscal quarter: $409,477,453.

Number of the issuer’s common stock outstanding as of March 8, 2017: 172,269,446.

Documents incorporate by reference: None.

 

 

 

EXPLANATORY NOTE

 

Yangtze River Development Limited (the “Company”) is filing this Amendment No. 2 to its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2016 (“Amendment No. 2”) to amend the Annual Report which was originally filed with the Securities and Exchange Commission (the “SEC”) on March 10, 2017 (the “Original Annual Report”). Company subsequently filed Amendment No. 1 to its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2016 (“Amendment No. 1”) on March 10, 2017. The purpose of this Amendment No. 2 is to amend the director compensation table under item 11 “Executive Compensation” section.

        

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Amendment No. 2 also contains new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Accordingly, Amendment No. 2 includes the currently dated certifications as exhibits.

 

Except as described above, no attempt has been made in this Amendment No. 2 to modify or update the other disclosures in the Original Annual Report. Amendment No. 2 continues to speak as of the date of the Original Annual Report, and the Company has not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Annual Report. Accordingly, Amendment No. 2 should be read in conjunction with the Original Annual Report and Amendment No. 1.

 

 

 

TABLE OF CONTENTS

 

Part III
Item 11	Executive Compensation	1
Part IV
Item 15	Exhibits, Financial Statement Schedules
Signatures		4

 

 

PART III

 

Item 11. Executive Compensation.

 

Summary Compensation Table

 

The Summary Compensation Table below sets forth information regarding the compensation awarded to or earned by the company’s executive officers for our fiscal years ended December 31, 2016 and 2015. 

 

Name		Year				Salary ($)				Bonus ($)				Securities-based Compensation ($)				All other compensation ($)				Total ($)
Xiangyao Liu			2016				0				-				-				-				0
Chief Executive Officer(1)			2015				0				-				-				-				0
Jianfeng Guo Former Chief Executive Officer,			2016				-				-				-				-				0
Former Chairman of the Board (2)			2015				-				-				-				-				0
Longlin Hu			2016				0																0
Former Chief Executive Officer(3)			2015				37,500																37,500
Xin “Cindy” Zheng			2016				-				-				-				-				-
Chief Financial Officer			2015				54,000				-				-				-				54,000

 

(1)	On December 19, 2015, Company acquired Energetic Mind and its wholly-owned subsidiaries and in connection with that transaction, Mr. Liu was appointed as our President, Chief Executive Officer, Secretary and Chairman of the Board. The amounts in this table reflect compensation awarded or paid by Energetic Mind and its subsidiaries to Mr. Liu in fiscal year 2014 and 2015. As of the date of this Annual Report, President, Chief Executive Officer, Secretary and Chairman of the Board.
(2)	Mr. Guo was appointed as our President and Chief Executive Officer on June 1, 2015 and resigned as an executive officer and director on December 19, 2015 as a result of the transaction describe above in (1).
(3)	Mr. Hu resigned from all his officer and director positions as president and chief executive office of the Company and as a member of the board of directors on June 1, 2015. Prior to his resignation, Mr. Hu served as the President and Chief Executive Officer and a member of the Board of Directors from March 1, 2011.

 

Employment Agreements

 

We have employment agreements with all of our directors and officers except Xiangyao Liu.

 

Option Grants

 

We had no outstanding equity awards as of the end of fiscal year 2016.

 

Option Exercises and Fiscal Year-End Option Value Table

 

There were no stock options exercised during fiscal 2016 by the executive officers.

 

Long-Term Incentive Plans and Awards

 

There were no awards made to a named executive officer in fiscal 2016 under any long-term incentive plan.

 

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

 

We have no other employment agreements with any of our executive officers.

 

 

Director Compensation Table

 

The following table sets forth the compensation received by each of our Directors for the year ended December 31, 2016.

 

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				Non-Qualified Deferred Compensation ($)				All Other Compensation ($)				Total ($)
Xiangyao Liu Chairman of the Board			-				-				-				-				-				-				-
James Stuart Coleman Executive Director(1)			70,000				-				-				-				-				-				70,000
Zhanhuai Cheng Executive Director (1)			24,000				-				-				-				-				-				24,000
Yanliang Wu Executive Director (1)			24,000				-				-				-				-				-				24,000
Yu Zong Executive Director(1)			24,000				-				-				-				-				-				24,000
Harvey Leibowitz Independent Director (2)			50,105	(7)			-				-				-				-				-				50,105
Zhixue Liu Independent Director(3)			24,000				-				-				-				-				-				24,000
Tongmin Wang Independent Director(3)			24,000				-				-				-				-				-				24,000
Daniel W. Heffernan Independent Director (4)(5)			46,158	(8)			-				-				-				-				-				46,158
Romano Tio Independent Director(4)(5)(6)			46,158	(8)			-				-				-				-				-				46,158
Zhihong Su Independent Director(3)(5)			24,000				-				-				-				-				-				24,000

 

(1)	As employee directors, James Coleman will be provided with cash compensation of $70,000 per year. Yanliang Wu, Yu Zong and Zhanhuai Cheng will be provided with cash compensation of $24,000 per year, payable monthly.
(2)	As an independent director and Chair of the Audit Committee, Harvey Leibowitz will be provided with the following compensation: (a) subject to the Board’s approval, the Company will issue each a total of 20,000 shares of restricted common stock for services rendered to the Company, with an annual compensation in cash of $48,000, payable quarterly; and (b) during the directorship term, the Company will reimburse the independent directors for all reasonable out-of-pocket travel expenses incurred by the director in attending any in-person meetings, provided that the director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.
(3)	As independent directors, Zhihong Su, Tongmin Wang and Zhixue Liu will be provided with the following compensation: (a) subject to the Board’s approval, the Company will issue each a total of 10,000 shares of restricted common stock for services rendered to the Company, with an annual compensation in cash of $24,000, payable monthly; and (b) during the directorship term, the Company will reimburse the independent directors for all reasonable out-of-pocket travel expenses incurred by the director in attending any in-person meetings, provided that the director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.

 

(4)	As independent directors, Daniel W. Heffernan and Romano Tio will be provided with the following compensation: (a) subject to the Board’s approval, the Company will issue each a total of 15,000 shares of restricted common stock for services rendered to the Company, with an annual compensation in cash of $48,000, payable quarterly; and (b) during the directorship term, the Company will reimburse the independent directors for all reasonable out-of-pocket travel expenses incurred by the director in attending any in-person meetings, provided that the director complies with the generally applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses.
(5)	Individuals were appointed as members of the Board in January 2016.
(6)	Adam Goldberg replaced Romano Tio as member of the Board in February 2017.
(7)	Harvey Leibowitz began serving as an independent director of the Company since December 15, 2015. $2,105 was added to his $48,000 annual compensation in 2016.
(8)	Daniel Heffernan and Romano Tio began serving as independent directors of the Company since January 14, 2016. $1,842 was deducted from $48,000 annual compensation for each of them in 2016.

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

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

3. Exhibits:

The exhibits listed in the exhibit index of the Original Annual Report and the exhibits listed in the exhibit index of this Amendment No. 2 are filed with, or incorporated by reference in, this report.

 

Exhibit Number		Description
31.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

+ In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed.

 

 

 

SIGNATURES

 

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

 

	YANGTZE RIVER DEVELOPMENT LIMITED
	By:	/s/ Xiangyao Liu
		Xiangyao Liu
		President and Chief Executive Officer (Principal Executive Officer)
	Date:	March 17, 2017
	By:	/s/ Xin Zheng
		Xin Zheng
		Chief Financial Officer (Principal Financial and Accounting Officer)
	Date:	March 17, 2017

 

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.

 

Name		Title		Date
/s/ Xiangyao Liu		President, Chief Executive Officer and Director		March 17, 2017
Xiangyao Liu		(Principal Executive Officer)
		Chief Financial Officer
/s/ Xin Zheng		(Principal Financial and Accounting Officer)		March 17, 2017
Xin Zheng
/s/ James Stuart Coleman		Director		March 17, 2017
James Stuart Coleman
/s/ Zhanhuai Cheng		Director		March 17, 2017
Zhanhuai Cheng
/s/ Yanliang Wu		Director		March 17, 2017
Yanliang Wu
/s/ Yu Zong		Director		March 17, 2017
Yu Zong
/s/ Harvey Leibowitz		Independent Director		March 17, 2017
Harvey Leibowitz
/s/ Zhixue Liu		Independent Director		March 17, 2017
Zhixue Liu
/s/ Tongmin Wang		Independent Director		March 17, 2017
Tongmin Wang
/s/ Adam Goldberg		Independent Director		March 17, 2017
Adam Goldberg
/s/ Daniel W. Heffernan		Independent Director		March 17, 2017
Daniel W. Heffernan
/s/ Zhihong Su		Independent Director		March 17, 2017
Zhihong Su

 

 

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