Attached files
| file | filename |
|---|---|
| EX-32.2 - Jade Art Group Inc. | v190329_ex32-2.htm |
| EX-31.1 - Jade Art Group Inc. | v190329_ex31-1.htm |
| EX-31.2 - Jade Art Group Inc. | v190329_ex31-2.htm |
| EX-32.1 - Jade Art Group Inc. | v190329_ex32-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 1
TO
FORM
10-K
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x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
fiscal year ended: December 31, 2009
OR
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the
transition period from __________ to ____________
Commission
File Number: 333-137134
Jade
Art Group Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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71-1021813
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer Identification Number)
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#35,
Baita Zhong Road,
Yujiang
County, Jiangxi Province, P.R. of China 335200
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(Address
of principal executive office and zip code)
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+86-701-5881082
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(Registrant’s
telephone number, including area code)
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Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: Common Stock, par value
$0.001
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o 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 Act. Yes x No o
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 o
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 during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes o No o
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. o
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
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check
one):
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting
company x
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Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes o
No x
As of
June 30, 2009, the aggregate market value of the shares of the Registrant’s
common stock held by non-affiliates (based upon the closing price of such shares
as reported on the Over-the-Counter Bulletin Board) was approximately
$18,126,948 . Shares of the Registrant’s common stock held by each executive
officer and Director and by each person who owns 10 percent or more of the
outstanding common stock have been excluded in that such persons may be deemed
to be affiliates of the Registrant. This determination of affiliate status is
not necessarily a conclusive determination for other purposes.
There
were a total of 79,980,000 shares of the Registrant’s common stock outstanding
as of May 13, 2010.
EXPLANATORY
NOTE
Jade Art
Group Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report
on Form 10-K for the fiscal year ended December 31, 2009, to correct information
in the table of security ownership of certain beneficial owners and management
in Item 12 of Part III. Accordingly, the information included herein
is filed to amend and replace the information in Item 12 of Part III in the
Company’s Form 10-K for the fiscal year ended December 31, 2009, as originally
filed on May 17, 2010 (the “Form 10-K”).
Except as
set forth above, this Amendment No.1 to Form 10-K does not modify, amend or
update in any way any other items or disclosure in the Form 10-K. This
Amendment No.1 to Form 10-K continues to speak as of the date of the original
Form 10-K and other than as specifically reflected in this Amendment No.1 to
Form 10-K does not reflect events occurring after the filing of the original
Form 10-K.
ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.
The
following table sets forth certain information, as of May 13, 2010 with respect
to the beneficial ownership of the outstanding common stock by (i) any holder of
more than five percent (5%); (ii) each of our executive officers and directors;
and (iii) our directors and executive officers as a group. Except as
otherwise indicated, each of the stockholders listed below has sole voting
and investment power over the shares beneficially owned.
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Name
and Address of Beneficial Owner (1)
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Office,
If Any
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Title
of Class
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Amount
and Natural
of
Beneficial Ownership
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Percent
of
Class
(2)
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Executive
Officers and Directors
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Chenqing
Luo
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Chief
Financial Officer
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Common
Stock
par
value $0.001
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2,756,000
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3.45
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%
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|||||
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Huacai
Song
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Chief
Executive Officer
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Common
Stock
par
value $0.001
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20,670,000
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25.84
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%
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All
officers and directors as a group (2 persons named above)
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Common
Stock
par
value $0.001
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23,426,000
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29.29
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%
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||||||
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5%
Holders
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||||||||||
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Yong-ming
Zhan
No 35 Diao Ke Alley, Xi
Qing Rd, Yu Jiang
District, Ying Tan
City, Jiangxi Province,
PRC
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Common
Stock
par
value $0.001
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9,094,800
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11.37
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%
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||||||
(1)
Except as otherwise indicated, the address of each beneficial owner is c/o #35,
Baita Zhong Road, Yujiang County, Jiangxi Province, P.R. of China
335200
(2)
Applicable percentage ownership is based on 79,980,000 shares of common stock
outstanding as of May 13, 2010, together with securities exercisable or
convertible into shares of common stock within 60 days of May 13, 2010 for each
stockholder. Beneficial ownership is determined in accordance with the rules of
the Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Shares of common stock that are
currently exercisable or exercisable within 60 days of May 13, 2010 are deemed
to be beneficially owned by the person holding such securities for the purpose
of computing the percentage of ownership of such person, but are not treated as
outstanding for the purpose of computing the percentage ownership of any other
person.
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ITEM
15.
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Exhibit No.
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Description
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2.1
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Agreement
and Plan of Merger, dated October 1, 2007, by and between the Company,
VLLA Merger Sub, Inc., Guoxi Holding Limited and the shareholders of Guoxi
Holding Limited. (incorporated herein by reference to Exhibit 10.1 of the
Company's current report on Form 8-K, filed October 3,
2007).
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3.1
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Articles
of Incorporation (incorporated herein by reference to Exhibit 3.1 to the
Company's registration statement on Form SB-2, filed September 6,
2006).
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3.1.1
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Amended
and Revised Articles of Incorporation (incorporated herein by reference to
Exhibit 3.1.1 to the Company's Amended Current Report on Form 8-K/A, filed
November 9, 2007).
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3.2
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By-Laws
(incorporated herein by reference to Exhibit 3.2 of the Company's
registration statement on Form SB-2, filed September 6,
2006).
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10.1
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Affiliate
Stock Purchase Agreement dated as of August 16, 2007 by and between Olga
Lenova and Max Time Enterprises, Ltd. (incorporated herein by reference to
Exhibit 10.1 to the Company's Current Report on Form 8-K, filed August 23,
2007).
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10.2
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Amendment
to Consulting Agreement, dated as of December 6, 2007, between Registrant
and Jin-Jun Xiong (incorporated herein by reference to Exhibit 10.1 to the
Company's Current Report on Form S-8, filed December 12,
2007).
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10.3
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Amendment
to Consulting Agreement, dated as of December 6, 2007, between Registrant
and Yun Ding (incorporated herein by reference to Exhibit 10.2 to the
Company's Current Report on Form S-8, filed December 12,
2007).
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10.4
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Amendment
to Consulting Agreement, dated as of December 6, 2007, between Registrant
and Jiao-Mei Wu (incorporated herein by reference to Exhibit 10.3 to the
Company's Current Report on Form S-8, filed December 12,
2007).
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10.5
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Amendment
to Consulting Agreement, dated as of December 6, 2007, between Registrant
and Shuang-Hua Xu (incorporated herein by reference to Exhibit 10.4 to the
Company's Current Report on Form S-8, filed December 12,
2007).
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10.6
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Exclusive
Distribution Right Agreement, dated January 17, 2008, between the Company
and Wulateqianqi XiKai Mining Co., Ltd. (incorporated herein by reference
to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed January
22, 2008).
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10.7
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Form
of sales agreement (Contract No. 2008 ST 0001), dated as of February 22,
2008. (incorporated herein by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K, filed February 25, 2008).
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10.8
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Form
of sales agreement (Contract No. 2008 ST 0002), dated as of February 22,
2008. (incorporated herein by reference to Exhibit 10.2 to the Company's
Current Report on Form 8-K, filed February 25, 2008).
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10.9
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Form
of sales agreement (Contract No. 2008 ST 0004), dated as of February 27,
2008. (incorporated herein by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K, filed February 27, 2008).
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10.10
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Form
of sales agreement (Contract No. 2008 ST 0005), dated as of February 29,
2008. (incorporated herein by reference to Exhibit 10.1 to the Company's
Current Report on Form 8-K, filed March 3, 2008).
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10.11
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Term
Note, dated February 20, 2008, from the Company to Wulatequianqi XiKai
Mining Co., Ltd. (incorporated herein by reference to Exhibit 10.1 to the
Company's Current Report on Form 8-K, filed March 10,
2008).
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10.12
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Agreement
between Richard E. Khaleel and Jade Art Group Inc., dated April 15, 2008
(incorporated herein by reference to Exhibit 10.1 to the Company's Current
Report on Form 8-K, filed April 21, 2008).
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14.1
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Code
of Ethics.
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16.1
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Letter
of Moore & Associates Chartered to the Securities and Exchange
Commission pursuant to the requirements of Item 304(a)(3) of Regulation
S-B. (incorporated herein by reference to Exhibit 16.1 to the Company's
Current Report on Form 8-K, filed November 16, 2007).
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21
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Subsidiaries
of the Registrant. (incorporated herein by reference to Exhibit 21 to the
Company's Form 10-K, filed May 17, 2010).
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31.1*
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Certification
of Chief Executive Officer required by Rule 13a-14(a) under the Exchange
Act.
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31.2*
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Certification
of Chief Financial Officer required by Rule 13a-14(a) under the Exchange
Act.
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32.1*
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Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
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32.2*
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Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
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* Filed
herewith.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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Jade
Art Group Inc.
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By:
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/s/
Huacai Song
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Huacai
Song
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Chief
Executive Officer
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Date:
July 9, 2010
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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 Company in the capacities
and on the dates indicated.
Each
person whose signature appears below hereby authorizes Huacai Song as
attorneys-in-fact to sign on his behalf, individually, and in each capacity
stated below, and to file all amendments and/or supplements to this annual
report on Form 10-K.
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Signature
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Capacity
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Date
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/s/
Huacai Song
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Chief
Executive Officer and Director
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July
9, 2010
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Huacai
Song
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(Principal
Executive Officer)
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/s/ Chenqing
Luo
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Chief
Financial Officer (Principal Financial
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July
9, 2010
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Chenqing
Luo
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Officer
and Principal Accounting Officer)
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