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EX-32 - WONDER INTERNATIONAL EDUCATION & INVESTMENT GROUP Corpexhibit32.htm
EX-31 - WONDER INTERNATIONAL EDUCATION & INVESTMENT GROUP Corpexhibit31.htm



 U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549


FORM 10-K/A

(Amendment No. 1)


(Mark One)


[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the period ended December 31, 2010


[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 for the transition period from ___ to ____.


Commission file number: 333-163635


Wonder International Education & Investment Group Corporation

(Exact name of registrant as specified in its charter)


Arizona                26-2773442

  (State of                     (I.R.S. Employer

Incorporation)                 I.D. Number)


8040 E. Morgan Trail, #18, Scottsdale, AZ 85258

(Address of principal executive offices)         (Zip Code)


Issuer's telephone number: 480-966-2020


Securities registered under Section 12 (b) of the Act:


Title of each class       Name of exchange on which

to be registered          each class is to be registered


None                              None


Securities registered under Section 12(g) of the Act:


Common Stock

(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 [X] 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 [X] 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 [X] No



  

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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 [X] 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. [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 [  ]

Accelerated filer [  ]


Non-accelerated filer [  ]

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 Exchange Act)

[  ] Yes [X] No


The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately as of June 30, 2010 cannot be calculated because there is no market for the issuer’s securities.


The number of shares issued and outstanding of issuer's common stock, $.001 par value, as of April 14, 2011 was 20,000,000.


DOCUMENTS INCORPORATED BY REFERENCE


None.  


  

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EXPLANATORY NOTE


This Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) to our Annual Report on Form 10-K for the fiscal year ended December 31, 2010, which was filed with the Securities and Exchange Commission on April 15, 2011 (the "Original Filing"). The Original Filing unintentionally omitted the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002. This Amendment No. 1 includes the stated certifications.


Except for the foregoing amended information, this Form 10-K/A continues to describe conditions as of the date of the Original Filing, and we have not updated the disclosures contained herein to reflect events that occurred at a later date.

 

PART IV


ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

31

Certifications Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934,

Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32

Certifications Pursuant to 18 U.S.C. Section 1350,

Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



  

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SIGNATURES



     In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant caused this registration  statement to be signed on the behalf by the undersigned, thereunto duly authorized.



Wonder International Education & Investment Group Corporation


Date: June 9, 2011     

By: /s/ Xie Chungui

Xie Chungui

Chairman


 

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



/s/ Xie Chungui

Xie Chungui

Date: June 9, 2011        

Chairman/Director


/s/ Xiang Wei

Xiang Wei

Date: June 9, 2011

Director and

Chief Executive Officer


/s/ Wen Ming Xie

Wen Ming Xie

Date: June 9, 2011

Director and

Chief Financial Officer




  

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