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EX-32.1 - CERTIFICATION - MULIANG VIAGOO TECHNOLOGY, INC.f10k2019a1ex32-1_muliang.htm
EX-31.1 - CERTIFICATION - MULIANG VIAGOO TECHNOLOGY, INC.f10k2019a1ex31-1_muliang.htm
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No.1)

 

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

 

For the fiscal year ended December 31, 2019

 

 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:  333-201360

 

MULIANG AGRITECH, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   90-1137640

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

2498 Wanfeng Highway, Lane 181

Fengjing Town, Jinshan District
Shanghai, China

  201501
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (86) 21-67355092

 

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:

 

None

(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 Section 13 or 15(d) of the Exchange Act. Yes    No  

 

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections. 

 

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 website, 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 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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer Accelerated filer
Non-accelerated filer Smaller reporting company
    Emerging growth company   

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

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: None. The Company has not developed an active trading market for its common stock.

 

As of the date of this report, there are 37,341,954 shares of common stock and 19,000,000 shares of Series A Preferred Stock issued and outstanding.

 

Documents Incorporated by Reference: None

 

 

 

 

 

Explanatory Note

 

The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K (the “Form 10-K”) of Muliang Agritech, Inc. for the year ended December 31, 2019, filed with the Securities and Exchange Commission on May 14, 2020, is to file new Exhibits 31.1 and 31.2, which replace the previously filed versions of those exhibits and to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.  Exhibit 101 to the Form 10-K provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

 

Exhibit 101 consists of the following eXtensible Business Reporting Language (XBRL) interactive data files that were omitted from the Form 10-K:

 

101. INS   XBRL Instance Document.
101. SCH   XBRL Taxonomy Extension Schema Document.
101. CAL   XBRL Taxonomy Extension Calculation Linkbase Document.
101. LAB   XBRL Taxonomy Extension Label Linkbase Document.
101. PRE   XBRL Taxonomy Extension Presentation Linkbase Document.
101. DEF   XBRL Taxonomy Extension Definition Linkbase Document.

 

Except for the items described above, no other changes have been made to the Form 10-K.  This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, 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 original Form 10-K.

 

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PART IV

  

  Item 15. Exhibits and Financial Statement Schedules. 

  

Exhibit

Number

  Description
3.1(1)   Certificate of Incorporation
3.2(3)   Certificate of Amendment filed with the Secretary of the State of Nevada on April 5, 2019
3.3(3)   Certificate of Change filed with the Secretary of the State of Nevada on April 16, 2019
3.3(4)   Certificate of Designation filed with the Secretary of the State of Nevada on October 30, 2019
3.4(2)   Bylaws
10.1(4)   Preferred Stock Exchange Agreement between Mr. Lirong Wang and the Company dated on October 10, 2019.
10.2(4)   Amended and Restated Preferred Stock Exchange Agreement between Mr. Lirong Wang and the Company dated November 11, 2019
10.3(5)   Director Offer Letter between the Company and Vick Bathija dated March 19, 2020
10.4(5)   Director Offer Letter between the Company and Scott Silverman dated March 19, 2020
10.5(5)   Director Offer Letter between the Company and Guofu Zhang dated March 19, 2020
14.1(5)   Code of Conduct and Ethics
31.1*   Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+   Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1(5)   Audit Committee Charter
99.2(5)   Compensation Committee Charter
99.3(5)   Nomination Committee Charter
101. INS   XBRL Instance Document.
101. SCH   XBRL Taxonomy Extension Schema Document.
101. CAL   XBRL Taxonomy Extension Calculation Linkbase Document.
101. LAB   XBRL Taxonomy Extension Label Linkbase Document.
101. PRE   XBRL Taxonomy Extension Presentation Linkbase Document.
101. DEF   XBRL Taxonomy Extension Definition Linkbase Document.

 

  (1) Incorporated by reference to the Registration Statement on Form S-1 filed with the SEC on January 5, 2015.
  (2) Incorporated by reference to the Amendment No.1 to the Registration Statement on Form S-1 filed with the SEC on March 19, 2015.
  (3) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on May 10, 2019.
  (4) Incorporated by reference to the Quarterly Report on Form 10-Q filed with the SEC on November 14, 2019.
  (5) Incorporated by reference to the Current Report on Form 8-K filed with the SEC on March 27, 2020.

  * Filed herewith.
  + In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

 

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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.

  

  MULIANG AGRITECH, INC.
     
Date: May 15, 2020 By: /s/ Lirong Wang
    Lirong Wang
   

Chief Executive Officer and Chief Financial Officer (Principal Executive Officer,
Principal Financial Officer and Principal Accounting Officer)

 

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.

 

Signature   Title   Date
         
/s/ Lirong Wang   President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director   May 15, 2020
Lirong Wang   (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)    

 

  

 

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