UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
FORM 10-Q/A
 
Amendment #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, 2016
 
[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE TRANSITION PERIOD FROM ________ TO ________
 
Commission File No. 333-201314
 
 
HEAVENSTONE CORP.
(Exact name of registrant as specified in its charter)
 
 
Nevada
 
47-1445393
(State or Other Jurisdiction of Incorporation or Organization)
 
(IRS Employer Identification No.)
 
17800 Castleton Street, Suite 300, City of Industry, California 91748
(Address of Principal Executive Offices, Including Zip Code)
 
 
Registrant's telephone number, including area code: (626) 581-3335
 
 
Securities Registered under Section 12(b) of the Exchange Act: None
 
 
Securities Registered under Section 12(g) of the Exchange Act: None
 
 
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 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [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. (Check one):
 
 
Large accelerated filer [ ]
Non-accelerated filer [ ]
Accelerated filer [ ]
Smaller reporting company [X]
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
 
 
As of February 21, 2016, 71,159,423 shares of the common stock of the registrant were issued and outstanding.
 
 
Documents Incorporated by Reference: None.
 

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EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 (the "Amended Filing") to Heavenstone Corp.'s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2016, filed with the Securities and Exchange Commission on February 21, 2017 (the "Original Filing"), is to furnish Exhibit 101.INS, Exhibit 101.SCH, Exhibit 101.CAL, Exhibit 101.DEF, Exhibit 101.LAB and Exhibit 101.PRE, which exhibits consist of the following financial statements from the Original Filing, formatted in XBRL (eXtensible Business Reporting Language):

     –
Balance Sheets as of December 31, 2016 (unaudited), and June 30, 2016 (audited);

     –
Statements of Operations (unaudited) for the Three and Six Months Ended December 31, 2016 and 2015;

     –
Statements of Cash Flows (unaudited) for the Six Months Ended December 31, 2016 and 2015; and

     –
Notes to Unaudited Financial Statements

Except for the items noted above, no other information included in the Original Filing is being amended by this Amended Filing. Those sections of the Original Filing that are unaffected by the Amended Filing are not included herein. The Amended Filing continues to speak as of the date of the Original Filing and we have not updated the filing to reflect events occurring subsequently to the date of the Original Filing. Accordingly, this Amended Filing should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Filing. The Original Filing has not been updated to reflect events occurring subsequent to filing date of the Original Filing.

Item 6. Exhibits.

Exhibit No.
Description

31.1 *  Certification of periodic financial report by the Chief Executive Officer of Heavenstone Corp. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 *  Certification of periodic financial report by the Chief Financial Officer of Heavenstone Corp. pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 *  Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Executive Officer of Heavenstone Corp.

32.2 *  Certification of periodic financial report pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by the Chief Financial Officer of Heavenstone Corp.

101.INS **  XBRL Instance Document.

101.SCH **  XBRL Schema Document.

101.CAL **  XBRL Taxonomy Extension Calculation Linkbase Document.
 
 
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101.DEF **  XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB **  XBRL Taxonomy Extension Labels Linkbase Document.

101.PRE **  XBRL Taxonomy Extension Presentation Linkbase Document.
_____________________
 * filed as part of the Original Filing.
** furnished herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q/A to be signed on February 22, 2017, on its behalf by the undersigned, thereunto duly authorized.
 
 
HEAVENSTONE CORP.


By: /s/ WILLIAM E. SLUSS
William E. Sluss
Chief Financial Officer
(Principal Financial Officer)


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