UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
AMENDMENT NO. 2
TO
FORM 10-Q
_____________________
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______to______
Commission File Number: 000-26777
CHINA YIDA HOLDING, CO.
(Exact name of registrant as specified in its charter)
| Nevada | | 50-0027826 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
28/F Yifa Building, No. 111 Wusi Road Fuzhou, Fujian, P. R. China | | 350003 |
| (Address of principal executive offices) | | (Zip Code) |
+ 86 (591) 2830 8999
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 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 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 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 | | ¨ (Do not check if a smaller reporting company) | | 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 o No x
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
| Class | | Shares outstanding as of May 11, 2012 |
Common stock, $ 0.001 par value | | 19,551,785 |
EXPLANATORY NOTE
China Yida Holding, Co. (the “Company”) is filing this Amendment No. 2 (this “Amendment”) to its Quarterly Report on Form 10-Q for the period ended March 31, 2012, as filed with the Securities and Exchange Commission (the “Commission”) on May 11, 2012 and subsequently amended on July 26, 2012(the “Original Filing”).
The Company is filing this Amendment in response to a comment letter from the Commission staff dated September 20, 2012 for the sole purpose of providing Exhibit 10.1 to the Original Filing.
No changes have been made to the Original Filing other than to add the information as described above. This Amendment should be read in conjunction with the Original Filing. This Amendment speaks as of the date of the Original Filing, does not reflect events that may have occurred after the date of the Original Filing and does not modify or update in any way the disclosures made in the Original Filing, except as required to reflect the revisions discussed above.
Item 6. Exhibits.
| Exhibit Number | | Exhibit Description |
| 10.1 | | Loan agreement with China Minsheng Banking Corp, Ltd. * |
| 31.1 | | Certification of Chen Minhua pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * |
| 31.2 | | Certification of George Wung pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. * |
| 32.1 | | Certification of Chen Minhua pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** |
| 32.2 | | Certification of George Wung pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ** |
| 101.INS | | XBRL Instance Document † |
| 101.SCH | | XBRL Taxonomy Extension Schema Document † |
| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document † |
| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document † |
| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document † |
| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document † |
* Filed herewith.
** In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
† Incorporated by reference to the Exhibit 101 filed with the Company’s Quarterly Report on Form 10-Q/A for the period ended March 31, 2012 filed on July 26, 2012.
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.
| | CHINA YIDA HOLDING, CO. |
| | | |
| Date: December 19, 2012 | By: | /s/ Chen Minhua |
| | | Chen, Minhua Chief Executive Officer (Duly Authorized Officer and Principal Executive Officer) |
| | | |
| Date: December 19, 2012 | By: | /s/ Yongxi Lin |
| | | Yongxi Lin Chief Financial Officer (Principal Financial Officer) |
