Attached files

file filename
EX-31.2 - RULE 13A-14(A)/15D-14(A) CERTIFICATE OF CHIEF FINANCIAL OFFICER - Ziyang Ceramics Corpexh31-2.htm
EX-31.1 - RULE 13A-14(A)/15D-14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER - Ziyang Ceramics Corpexh31-1.htm
EX-32.1 - SECTION 1350 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER - Ziyang Ceramics Corpexh32-1.htm
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

(MARK ONE)
FORM 10-Q/A
(Amendment No. 1)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2010
OR

[ ]       TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM __________________ TO __________________

COMMISSION FILE NUMBER: 000-53874
 
CHINA AMERICA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Florida
82-0326560
(State or other jurisdiction of  incorporation or organization)
(I.R.S. Employer Identification No.)

333 E. Huhua Road, Huating Economic & Development Area, Jiading District, Shanghai, China
 
201811
(Address of principal executive offices)
(Zip Code)

 86-21-59974046
(Registrant's telephone number, including area code)
 
Not applicable
(Former name, former address and former fiscal year, if changed since last report)

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 [ ]
 
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 (or for such shorter period that the registrant was required to submit and post such files).   Yes [ ] No [ ]
 
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 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 [ ] No [X]
 
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.  192,710,792 shares of common stock are issued and outstanding as of February 9, 2011.

 
 

 
 
 


 
EXPLANATORY NOTE

This Amendment No. 1 to the Quarterly Report on Form 10-Q for the period ended December 31, 2010 (the “Form 10-Q”) of China America Holdings, Inc. (the “Company”) is being filed for the sole purpose of correcting an error on the certifications included as Exhibits 31.1 and 32.1 to the Form 10-Q as originally filed on February 14, 2011 which inadvertently listed the wrong period covered by the certifications.  This Amendment No. 1 also contains currently dated certifications as Exhibit 31.2.  No attempt has been made in this Amendment No. 1 to the Form 10-Q to modify or update the other disclosures presented in the Form 10-Q as originally filed. This Amendment No. 1 does not reflect events occurring after the filing of the original Form 10-Q or modify or update those disclosures that may be affected by subsequent events.  Accordingly, this Amendment No. 1 should be read in conjunction with the Form 10-Q previously filed on February 14, 2011 and the Company’s other filings with the SEC.

PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS.

     
 
 
Exhibit No.
 
Description of Exhibit
 
31.1
 
Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer*
 
31.2
 
Rule 13a-14(a)/15d-14(a) certificate of Chief Financial Officer *
 
32.1
 
Section 1350 certification of Chief Executive Officer and principal financial and accounting officer*

*  filed herewith
SIGNATURES

Pursuant to the requirements 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.

     
Date: August 31, 2011
 
CHINA AMERICA HOLDINGS, INC.
     
 
By:  
/s/ Shaoyin Wang
   
Shaoyin Wang, Chief Executive Officer and President, principal executive officer, principal financial and accounting officer