Attached files
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| EX-99.1 - Mobile Presence Technologies Inc. | v174741_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K/A
(Amendment
No. 2)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): November 6, 2009
CHINA
SHANDONG INDUSTRIES INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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333-147666
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20-8545693
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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No. 2888
Qinghe Road
Development
Zone Cao County
Shandong
Province, China 274400
(Address
of Principal Executive Offices)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions ( see General Instruction
A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Explanatory
Note
As
explained more fully in Item 2.01 of the Current Report on Form 8-K filed with
the Securities Exchange Commission (“SEC”) on November 12, 2009 (the “Original
8-K”), as amended by an Amendment No. 1 to the Original 8-K filed on a Current
Report on Form 8-K/A with the SEC on November 12, 2009 (“Amendment No. 1), in
November 2009, China Shandong Industries, Inc. (f/k/a Mobile Presence
Technologies, Inc.) (the “Company”), acquired (the “Acquisition”) all of
the issued and outstanding capital stock of Tianwei International Development
Corporation (“TIDC”). As a result of the Acquisition, among other
items (i) TIDC became a wholly owned subsidiary of the Company, (ii) the
Company’s principal business became the business of Shandong Caopu Arts &
Crafts Co., Ltd (“SCAC”), the wholly owned subsidiary of TIDC, (iii) the Company
ceased to be a shell Company, and (iv) the Company changed its fiscal year end
from September 30 to December 31.
As
neither the Original 8-K nor Amendment No. 1 included the unaudited financial
statement for SCAC for the nine months ended September 30, 2009 (as neither the
Original 8-K nor Amendment No. 1 required such financial statements under the
SEC’s accounting rules), this Amendment No.2 on Form 8-K/A to the Original 8-K
and Amendment No. 1 (“Amendment No. 2”) is filed in accordance with the SEC’s
interpretive guidance on post acquisition reporting in accordance with Rule
13a-1 and 13a-13 of the Securities and Exchange Act of 1934, as amended, to
include the unaudited financial statements of SCAC for the nine months ended
September 30, 2009 and September 30, 2008. As such, only Items 2.02 and
9.01 have been amended in this Amendment No. 2 and this Amendment No. 2
continues to describe conditions of the Company and related parties as of the
date of the Original 8-K and Amendment No.1, and the disclosures contained
herein have not been updated to reflect events, results or developments that
have occurred after the filing of the Original 8-K and Amendment No.1, or to
modify or update those disclosures affected by subsequent events unless
otherwise expressly indicated in this report.
This
Amendment should be read in conjunction with the Original 8-K and Amendment No.1
and the Company’s filing made with the SEC subsequent to Company’s filing of the
Original 8-K and Amendment No.1.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
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99.1
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Unaudited Financial
Statements of SCAC for the nine months end September 30, 2009 and
September 30, 2008.
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SIGNATURES
Pursuant
to the requirements of Section 12 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.
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CHINA
SHANDONG INDUSTRIES, INC.
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Date:
February 17, 2010
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/s/ Jinliang Li
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Name:
Jinliang Li
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Title:
Chairman and Chief Executive Officer
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