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EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(B) OF THE EXCHANGE ACT AND SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. - GSP-2, INC.f10k2010a1ex32i_gsp2.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) OF THE EXCHANGE ACT. - GSP-2, INC.f10k2010a1ex31i_gsp2.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
(Amendment No. 1)
 
(Mark One)
 
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2010
 
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ___________to ___________
 
Commission File No. 000-27195
 
GSP-2, INC.
(Name of small business issuer in its charter)
 
Nevada
 
27-3120288
(State or other jurisdiction of
 
(IRS Employer Identification No.)
incorporation or organization)
   
     
Gongzhuling State Agriculture Science and Technology Park, location of 998 kilometers, Line 102,
Gongzhuling city, Jilin province, China
   
(Address of principal executive offices)
 
(Zip Code)
 
+86-434-627-8415
(Registrant’s telephone number, including area code)
 
Securities registered under Section 12(b) of the Exchange Act:
 
Title of each class registered:
 
Name of each exchange on which registered:
None
 
 None
 
Securities registered under Section 12(g) of the Exchange Act:
 
Common Stock, $0.001 par value
(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 o Nox

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 o Nox
 
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 o Noo
 
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  Noo
 
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 Part III of this Form 10-K or any amendment to this Form 10-K. x
 
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.
 
Large accelerated filer
o
Accelerated filer
o
       
Non-accelerated filer
o
Smaller reporting company
x
(Do not check if a smaller reporting company)
     
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
 
Yes x No o
 
As of March 25, 2011, the registrant had 13,800,000 shares of its common stock outstanding.
 
Documents Incorporated by Reference: None.

 
 


 

EXPLANATORY NOTE
 
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which was originally filed on March 31, 2011 (the “Original Filing”), of GSP-2, Inc. (the “Company”).  As disclosed in the Company’s Current Report on Form 8-K filed on May 10, 2011, an administrative error which caused the wrong financial statements to be included in the Original Filing.  The Company hereby amends and restates the Original Filing for the purposes of amending and restating Item 8 to include non-condensed balance sheet information as of December 31, 2010 and related statements of operations and cash flows for the (i) the year ended December 31, 2010, (ii) the one day period ended December 31, 2009 and (iii) the period commencing December 31, 2009 (Inception) to December 31, 2010 and related statement of changes in stockholders’ deficiency for the period from December 31, 2009 (Inception) to December 31, 2010.  In addition, attached as Exhibits 31.1 and 32.1 hereto are updated certifications of the Company’s Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 13a-14(b) of the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002.
 
Except as described above, no other amendments have been made to the Original Filing. This Amendment does not reflect events after the filing of the Original Filing or modify or update any disclosures that may have been affected by subsequent events.

ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

GSP -2, INC.
(A DEVELOPMENT STAGE COMPANY)

CONTENTS

PAGE
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     
PAGE
F-3
BALANCE SHEETS AS OF DECEMBER 31, 2010 AND DECEMBER 31, 2009
     
PAGE
F-4
STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2010, THE ONE DAY PERIOD ENDED DECEMBER 31, 2009 AND THE PERIOD FROM DECEMBER 31, 2009 (INCEPTION) TO DECEMBER 31, 2010
     
PAGE
F-5
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM DECEMBER 31, 2009 (INCEPTION) TO DECEMBER 31, 2010
     
PAGE
F-6
STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2010, THE ONE DAY PERIOD ENDED DECEMBER 31, 2009 AND THE PERIOD FROM DECEMBER 31, 2009 (INCEPTION) TO DECEMBER 31, 2010
     
PAGES
F-7-F-10
NOTES TO FINANCIAL STATEMENTS
 
 
 

 
 
Webb & Company, P.A.
Certified Public Accountants
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors of:
 
GSP-2, Inc.
(A Development Stage Company)
 
We have audited the accompanying balance sheets of GSP-2, Inc. (A Development Stage Company) (the "Company") as of December 31, 2010 and 2009 and the related statements of operations, changes in stockholders' deficiency and cash flows for the year ended December 31, 2010, the one day period ended December 31, 2009, and the period December 31, 2009 (Inception) to December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of GSP-2, Inc. (A Development Stage Company) as of December 31, 2010 and 2009 and the results of its operations and its cash flows for the year ended December 31, 2010, the one day period ended December 31, 2009 and the period December 31, 2009 (Inception) to December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern as discussed in Note 4 to the financial statements, the Company has a net loss of $12,114 from Inception, a working capital and a stockholders' deficiency of $11,114 as of December 31, 2010. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans concerning these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 
/s/ Webb & Company, P.A.
WEBB & COMPANY, P.A.
Certified Public Accountants
 
Boynton Beach, Florida
March 30, 2011
 
1500 Gateway Boulevard, Suite 202 • Boynton Beach, FL 33426
Telephone: (561) 752-1721 • Fax: (561) 734-8562
www.cpawebb.com
 
 
F-2

 
 
 GSP -2, Inc.
(A Development Stage Company)
Balance Sheets

 
 
As of December 31, 2010
   
As of December 31, 2009
 
ASSETS
             
Total Assets
  $     $  
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
 
                 
Current Liabilities
               
Accounts Payable
  $ 11,114     $ 830  
Total Liabilities
    11,114       830  
                 
Commitments and Contingencies
           
                 
Stockholders’ Deficiency
               
Preferred stock, $0.001 par value; 10,000,000 shares authorized, none issued and outstanding
           
Common stock, $0.001 par value; 100,000,000 shares authorized, 1,000,000 and 1,000,000 issued and outstanding, respectively
    1,000       1,000  
                 
Additional paid-in capital
           
Deficit accumulated during the development stage
    (12,114 )     (1,830 )
Total Stockholders’ Deficiency
    (11,114 )     (830 )
                 
Total Liabilities and Stockholders’ Deficiency
  $     $  
  
See Accompanying Notes to Financial Statements
 
 
F-3

 
 
GSP -2, Inc.
(A Development Stage Company)
Statements of Operations

   
For the
year ended
December 31, 2010
   
For the
one day
period ended
December 31, 2009
   
For the period
from
December 31,
2009
(Inception) to December 31, 2010
 
Operating Expenses
                 
Professional fees
  $ 10,284     $ 830     $ 11,114  
Stock compensation
          1,000       1,000  
Total Operating Expenses
    10,284       1,830       12,114  
                         
LOSS FROM OPERATIONS BEFORE INCOME TAXES
    (10,284 )     (1,830 )     (12,114 )
                         
Provision for Income Taxes
          0        
                         
NET LOSS
  $ (10,284 )   $ (1,830 )   $ (12,114 )
                         
Net Loss Per Share - Basic and Diluted
    (0.01 )     (0.00 )        
                         
Weighted average number of shares outstanding during the period - Basic and Diluted
    1,000,000       1,000,000          
 
See Accompanying Notes to Financial Statements
 
 
F-4

 
 
GSP -2, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Deficiency
For the period from December 31, 2009 (Inception) to December 31, 2010
 
   
Preferred Stock
   
Common stock
   
Additional
paid-in
   
Deficit
accumulated during
development
   
Total
Stockholders'
 
   
Shares
   
Amount
   
Shares
   
Amount
   
capital
   
stage
   
Deficiency
 
                                           
Common stock issued for services to founder ($0.001/share)
    -     $ -       1,000,000     $ 1,000     $ -     $ -     $ 1,000  
                                                         
Net loss per share for the one day period ended December 31, 2009
    -       -       -       -       -       (1,830 )     (1,830 )
                                                         
Balance, December 31, 2009
    -       -       1,000,000       1,000       -       (1,830 )     (830 )
                                                         
Net loss per share for the year ended December 31, 2010
    -       -       -       -       -       (10,284 )     (10,284 )
                                                         
Balance, December 31, 2010
    -     $ -       1,000,000     $ 1,000     $ -     $ (12,114 )   $ (11,114 )
 
See Accompanying Notes to Financial Statements
 
 
F-5

 
 
 GSP -2, Inc.
(A Development Stage Company)
Statements of Cash Flows

   
For the
year ended
December 31, 2010
   
For the
one day period ended December 31, 2010
   
For the period from December 31, 2009 (Inception) to
December 31, 2010
 
                   
Cash Flows From Operating Activities:
                 
Net Loss
  $ (10,284 )   $ (1,830 )   $ (12,114 )
                         
 
                       
Adjustments to reconcile net loss to net cash used in operations Common stock issued for services
          1,000       1,000  
Changes in operating assets and liabilities:
                       
Increase in accounts payable and accrued expenses
    10,284       830       11,114  
Net Cash Used In Operating Activities
                 
                         
Cash Flows From Investing Activities:
                 
                         
Cash Flows From Financing Activities:
                 
                         
Net Increase in Cash
                 
                         
Cash at Beginning of Period
                 
                         
Cash at End of Period
  $     $     $  
                         
Supplemental disclosure of cash flow information:
                       
                         
Cash paid for interest
  $     $     $  
Cash paid for taxes
  $     $     $  
  
See Accompanying Notes to Financial Statements
 
 
F-6

 
 
GSP - 2, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2010 and 2009
 
NOTE 1             SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
 
(A) Organization

GSP-2, Inc. (a development stage company) (the "Company") was incorporated under the laws of the State of Nevada on December 31, 2009.  The Company was organized to provide business services and financing to emerging growth entities.

The Company was formed to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. It has been in the developmental stage since inception and has no operations to date. It will attempt to locate and negotiate with a business entity for the combination of that target company with us. The combination will normally take the form of a merger, stock- for-stock exchange or stock-for-assets exchange. In most instances, the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended. No assurances can be given that it will be successful in locating or negotiating with any target company.

Activities during the development stage include developing the business plan and raising capital.

(B) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period.  Actual results could differ from those estimates.

(C) Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less to be cash equivalents.  As of December 31, 2010 and December 31, 2009, the Company had no cash equivalents.

(D) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification Topic 260, “Earnings Per Share.” As of December 31, 2010 and 2009, there were no common share equivalents outstanding.

 
F-7

 
 
GSP - 2, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2010 and 2009

(E) Income Taxes

The Company accounts for income taxes under FASB Codification Topic 740-10-25 (“ASC 740-10-25”).  Under ASC 740-10-25, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Under ASC 740-10-25, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
 
   
2010
   
2009
 
             
Expected income tax recovery (expense) at the statutory
 
$
(3,497
)
 
$
(622
)
     rate of 34%
               
Tax effect of expenses that are not deductible for income tax
   
-
     
340
 
     purposes (net of other amounts deductible for tax purposes)
               
Change in valuation allowance
   
3,497
     
282
 
Provision for income taxes
 
$
-
   
$
-
 
                 
The components of deferred income taxes are as follows:
               
     
2010
     
2009
 
Deferred income tax asset:
               
Net operating loss carryforwards
 
$
3,779
   
$
282
 
Valuation allowance
   
(3,799
)
   
(282
)
Deferred income taxes
 
$
-
   
$
-
 
 
As of December 31, 2010, the Company has a net operating loss carryforward of approximately $11,100 available to offset future taxable income through 2030. The increase in the valuation allowance at December 31, 2010 was $3,497.
 
(F) Business Segments

The Company operates in one segment and therefore segment information is not presented.

 
F-8

 
 
GSP - 2, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2010 and 2009
 
(G) Revenue Recognition

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”.  In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured.

(H)Fair Value of Financial Instruments

The carrying amounts reported in the balance sheets for accounts payable approximate fair value based on the short-term maturity of these instruments.
 
NOTE 2                STOCKHOLDERS’ DEFICIENCY

Stock Issued for Services

On December 31, 2009, the Company issued 1,000,000 shares of common stock to its founder having a fair value of $1,000 ($0.001/share) in exchange for services provided (See Note 3).
 
NOTE 3                RELATED PARTY TRANSACTION
 
On December 31, 2009, the Company issued 1,000,000 shares of common stock to its founder having a fair value of $1,000 ($0.001/share) in exchange for services provided (See Note 2).

NOTE 4                GOING CONCERN
 
As reflected in the accompanying financial statements, the Company is in the development stage with limited operations.  The Company has a net loss of $12,114 from inception and has a working capital and stockholders’ deficiency of $11,114 at December 31, 2010. This raises substantial doubt about its ability to continue as a going concern.  The ability of the Company to continue as a going concern is dependent on the Company’s ability to obtain funding from its principal stockholder and implement its business plan.  The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional stockholder loans and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

 
F-9

 
 
GSP - 2, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2010 and 2009
 
NOTE 5                SUBSEQUENT EVENT
 
On February 11, 2011 the Company, entered into a plan of reorganization with Shiny Gold Holdings LTD (“Shiny Gold”). The Company issued 12,800,000 shares of common stock for 100% of the outstanding shares of Shiny Gold.  As a result of the transaction, shareholders of Shiny Gold owned 92.8% of the combined entity upon completion of the transaction.  The transaction will be recorded as a  reverse merger and recapitalization wherein GSP-2, (the shell), is the legal acquirer and whereas Shiny Gold, (the operating company), is the accounting acquirer.

 
F-10

 
 
PART IV

ITEM 15.            EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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

The balance sheets of the Company as of December 31, 2010 and December 31, 2009, the related statements of operations, changes in stockholders’ deficiency and cash flows for the years then ended, the footnotes thereto, and the report of Webb & Company, P.A., independent auditors, are filed herewith.

Exhibits:

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.
  
(b) The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.
 
Exhibit Number
 
Description
31.1
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act.
  32.1  
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and Section 906 of the Sarbanes-Oxley Act of 2002.

 
11

 
 
SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
GSP-2, INC.
 
       
 
By:
/s/ Yushan Wei  
   
President
 
       
 
Dated:
May 11, 2011
 
 
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/Yushan Wei
 
President and Director
May 11, 2011
Yushan Wei
     
 
 
 
 
 
 12