L & L Energy 10Q/A 2014 Q3 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

——————————

FORM 10-Q/A

(Amendment No. 1)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ON JANUARY 31, 2014

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

For the transition period from ________ to ________

Commission file number: 000-32505

L & L ENERGY, INC.

(Exact name of Registrant as specified in its charter)

NEVADA

91-2103949

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

130 Andover Park East, Suite 200, Seattle, WA		98188
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (206) 264-8065

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 past 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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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 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 [X] Non-accelerated filer [ ] 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 equity, as of the latest practicable date: As of March 27, 2014 there were 43,470,705 shares of common stock outstanding, with par value of $0.001.

EXPLANATORY NOTE

L & L Energy, Inc is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to amend our Annual Report on Form 10-Q for the fiscal quarter ended January 31, 2014, originally filed on March 17, 2014 (the “Form 10-Q”). The purpose of the Amendment is to fix typographical errors found in Part I, Item 1 of the Form 10-Q and to furnish Exhibit 101 to the Form 10-Q, which contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the condensed consolidated financial statements and notes included in Part I, Item I of the Form 10-Q. This Amendment should be read in conjunction with the original Form 10-Q filed to SEC.

The following amendments were made to Part I, Item 1 of the Form 10-Q:

· Under the Condensed Consolidated Statement of Cash Flows, the line item “Loss from discontinued operations, net of income taxes” is amended to “Gain from discontinued operations, net of income taxes” and “Loss on sale of subsidiary” is amended to “Gain on sale of subsidiary”.

· Fixed cross reference typos in Notes 4, 5, 6, 11, 12, 13, 18, 20 and 26 and Part II, item 2.

· Fixed prepaid expenses and other current assets table under Note 5.

· Fixed other receivables table under Note 6.

· Fixed earnings per share table for the basic and diluted EPS for nine months ended January 31, 2013 under Note 23.

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

L & L ENERGY, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED JANUARY 31, 2014 AND 2013
(UNAUDITED)

			2014		2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	23,208,072	$	38,097,412
	Gain from discontinued operations, net of income taxes		-		(6,229,779)
	Gain on sale of subsidiary		-		(3,260,086)
	Income from continuing operations, net of income taxes		23,208,072		28,607,547
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization		6,101,572		5,124,945
	Stock-based compensation		1,259,081		2,099,117
	Amortization of debt discount		671,000		-
	Loss on Ironridge Settlement		6,101,487		-
	Decrease in fair value of derivative liability		(4,405,953)		-
	Accretion of asset retirement obligation		216,367		137,134
Changes in assets and liabilities, net of businessess acquisitions:
	Accounts receivable		3,654,897		(11,457,864)
	Prepaid expenses and other current assets		(1,914,539)		(3,584,643)
	Inventories		(1,152,676)		(2,303,922)
	Other receivables		1,994,239		(17,249,745)
	Accounts payable and other payables		10,820,899		8,358,088
	Customer deposits		1,487,861		(1,273,992)
	Accrued expense and other liabilities		1,654,332		(417,174)
	Taxes payable		3,540,644		2,513,694
	Note receivable		-		56,184
Net cash provided by continuing operating activities			53,237,283		10,609,369
Net cash provided by discontinued operating activities			-		9,489,865
Net cash provided by operating activities			53,237,283		20,099,234

CASH FLOWS FROM INVESTING ACTIVITIES:
	Acquisition of property and equipment		(1,540,270)		(1,596,161)
	Acquisition of intangible assets		(682,324)		-
	Acquisition of businesses, net of cash acquired		-		(1,748,669)
	Construction-in-progress		(58,505,000)		(27,442,341)
	Increase in restricted cash		(318,426)		-
	Increase in land rental prepaid		(2,383,037)		-
	Proceeds from repayment of long term receivable		5,300,720		1,559,826
	Proceeds from disposal of fixed asset		2,562,753		-
	Cash received from HSC disposal		526,250		5,125,291
Net cash used in continuing investing activities			(55,039,334)		(24,102,054)
Net cash used in discontinued investing activities			-		12,555,005
Net cash used in investing activities			(55,039,334)		(11,547,049)

CASH FLOWS FROM FINANCING ACTIVITIES:
	Due to officers		(114,045)		1,035,708
	Proceeds from Treasury stock sold		-		55,933
	Payment to previous owner of acquired mine		-		(8,708,978)
Net cash provided by (used in) continuing financing activities			(114,045)		(7,617,337)
Net cash provided by (used in) discontinued financing activities			-		-
Net cash provided by financing activities			(114,045)		(7,617,337)

Effect of exchange rate changes on cash and cash equivalents			738,262		634,714

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			(1,413,816)		1,569,562
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			9,565,084		3,547,953
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	8,151,268	$	5,117,515

SUPPLEMENTAL INFORMATION
INCOME TAX PAID		$	857,765	$	2,114,059


NON-CASH INVESTING AND FINANCING ACTIVITIES:
	Payable to DaPing shareholders	$	-	$	11,045,999


The accompanying notes are an integral part of these consolidated financial statements.

NOTE 4. BUSINESS COMBINATIONS

Acquisitions

For the year ended April 30, 2013, the Company acquired two businesses in the mining industry. The Company has been actively acquiring smaller coal companies who lack the capital and/or management expertise to maximize growth and safety. The Company will continue to seek opportunities to purchase other mining operations as well as coal washing and coal coking operations. The Company expects to realize operating synergies from each of the transactions, or the acquired operation has created, or will create, opportunities for the acquired entity to sell its services to our customers. Both of these factors resulted in a purchase price that contributed to the recognition of goodwill. The acquisitions are summarized as follows:

Business Acquired	Date of Closing		Net Assets Acquired (in millions)	Form of Consideration
LaShu Coal Mine	November 18, 2012	$	15	Cash/Property
LuoZhou Coal Mine	November 18, 2012	$	22	Cash/Property

Each of the acquired businesses has been included in our results of operations since the date of closing. Accordingly, the operating results for the periods presented are not entirely comparable due to these acquisitions and related costs. In each acquisition, the excess of the purchase price over the fair value of the net identifiable assets acquired has been allocated to goodwill.

Purchase Price Allocations

The following tables summarize the estimated fair values of the assets acquired and liabilities assumed at the respective dates of acquisition for the above referenced transactions (in millions).

Category		LaShu	LuoZhou
Current assets	$	3.0	2.0
Property and equipment		6.2	8.4
Mining rights		6.9	11.5
Goodwill		0.4	1.4
Total assets acquired		16.5	23.3
Less liabilities assumed		(1.8)	(1.0)
Net assets acquired	$	14.7	22.3
Non-controlling interest	$	0.6	1.0

A brief description of each acquisition is as follows:

LuoZhou Coal Mine (“LuoZhou”) and LaShu Coal Mine (“LaShu”)

On November 18, 2012, the Company completed the acquisitions of the LuoZhou and LaShu Coal Minewhen it entered into theEquity Ownership Transfer Agreement (the “Agreement”) with Guizhou Union Energy, Inc., a Chinese corporation (“Union”) and Guizhou Union Capital Investment Holding Co., Ltd., a Chinese corporation (“Union Capital”), to purchase 95% of the equity ownership interest of both LuoZhou and LaShu Coal Mine.

Under the Agreement, the purchase price for 95% of the ownership interest in both LuoZhou and LaShu Coal Mine was approximately RMB $233.3 million (equivalent to US$37.1 million). The purchase price for 95% of the ownership interest in LuoZhou was about RMB $140.5million (equivalent to US$22.3 million)and the purchase price for 95% of the ownership interest in LaShu Coal Mine was about RMB $92.9 million (equivalent to US$14.8 million), and both of these two mines (LuoZhou and LaShu) will be paid together by a cash outlay of approximately US $1.7 million and the transfer of the Company's interests in Zonelin Coking Plant (98%) and the DaPing Coal Mine (60%)which were valued at about $12.4 million and $23.0 million, respectively. LuoZhou Coal Mine has $27 million tons of reserves. LaShu Coal Mine has $7.2 million tons of reserve.

Divestiture

Sale of HSC

In late 2009 to early 2010, the Company determined that it was in the best interest of the Company to expand on other prospective acquisitions that would provide a better return to its stockholders. Therefore, on April 18, 2010, the Company entered into an Equity Sale and Purchase Agreement (the “Equity Sale Agreement”) with Guangxi Liuzhou Lifu Machinery Co., Ltd., whereby the Company sold its 93% equity ownership interest in HSC (Hon Shen Coal Co., Ltd.) for RMB $41,000,000 (equivalent to approximately US$6,000,000). Guangxi Liuzhou Lifu Machinery Co., Ltd. assumed the obligation of the Company to pay to HSC RMB $23,800,000 (equivalent to approximately US$3,485,300) that remained payable to HSC pursuant to the Equity Sale and Purchase Agreement signed in December 2009. Guangxi Liuzhou Lifu Machinery Co., Ltd. also agreed to pay the remaining balance of RMB $17,200,000(equivalent to approximately US$2,514,700) to the Company in three installments, (1) RMB $3,440,000 (approximately US$502,940) within six months of the sale, (2) RMB $5,160,000 (approximately US$754,410) between six months and twelve months after the sale, and (3) RMB $8,600,000 (approximately US$1,257,350) between twelve and twenty-four months after the sale. Pursuant to the Equity Sale Agreement, if Guangxi Liuzhou Lifu Machinery Co., Ltd. does not make such scheduled payments, a penalty of 1% of the applicable payment will be assessed for any deadline that is missed. Additionally, interest of 3.5% per annum of the applicable payment will be assessed as of the day after the applicable payment date. The portions of the purchase price that are due within twelve months after the sale (i.e., the first two installments) are included as “Other receivables” on the Company’s consolidated balance sheets and the portion of the purchase price due within 24 months of the sale (i.e., the third installment) is included as a “Long-term receivable” on the Company’s consolidated balance sheets. The Company recorded US$834,181 as income from discontinued operations and recognized a gain of US$1,017,928 on the sale on April 18, 2010. As of January 31, 2014, the outstanding receivable from the sale of HSC was US$224,453, which is expected to be received before April 30, 2014.

Sale ofPing Yi Mine

After the consideration of several factors including its continuing development strategies, the Company made the determination to dispose of the Ping Yi Mine. On April 30, 2012, the Company entered into an Equity Sale and Purchase Agreement with Mr. Zhang, the previous owner of Ping Yi Mine, whereby the Company sold its 100% equity ownership interest in Ping Yi Mine for RMB $196,000,000, approximately US $31,000,000. The payment was agreed to take the form of receipt with payment in two parts: (1) through receipt of coal extracted from the Ping Yi Mine subsequent to the disposal, including priority receipt of future coal from the Ping Yi Mine at a 5% discounted price compared to the market price until 70% of the payment is received; (2) through receipt of the use of Ping Yi Mine’s washing facilities subsequent to disposal, including usage fees charged at a 3%~5% discounted price compared to the market price until 30% of the payment is received. The terms of the agreement state that full payment must be received within five years, and that 70% of total receipts must occur by the end of the third year from the date of the agreement. The Company received total payment of $1,519,999 as coal washing facilities service during this quarter.

The Company recorded $408,020 as income from discontinued operations for the year ended April 30, 2012. Additionally, the Company recorded $3,183,786 of costs to dispose related to the provision of discounting the estimated receipt of the payment over the payment term (refer to Note 6 and 12).

Sale of DaPing Coal Mine

After the consideration of several factors including its continuing development strategies, the Company made the determination to dispose of the DaPing Mine. On November 18, 2012, the Company decided to purchase two coal mines, which are LuoZhou and LaShu mines, by making a swap of the 60% equity interest in DaPing Mine and 98% equity interest in ZoneLin Coking Plant. The fair value of the 60% equity interest in DaPing was approximately $ 23 million, including $0.5 million on assets write-up per fair value measurement. The Company has no continuing involvement in the disposed business.

Sale of ZoneLin Coking Plant

After the consideration of several factors including the continuing development strategies, the Company made the determination to dispose of the ZoneLin Coking Plant. On November 18, 2012, the Company decided to purchase two coal mines, which are LouZhou and LaShu Mines by making a swap of the 60% equity interest in DaPing Mine and 98% equity interest in ZoneLin Coking Plant. The fair value of the 100% equity interest in ZoneLin was RMB 77,786,000 (approximately $ 12.4 million, including $2.7 million on assets write-up per fair value measurement). The Company has no continuing involvement in the disposed business.

NOTE 5. PREPAID AND OTHER CURRENT ASSETS

Cash advances are made to coal suppliers to guarantee a certain delivery of coal to the Company at a specified time and price. Since the demand for coal is high, the Company enters into agreements with these suppliers, with cash deposits, to ensure a constant supply of coal to its washing facilities. By signing purchase agreements with suppliers which provide for the payment of deposits over a certain period of time, the company ensures that its suppliers will deliver their coal in a timely manner. Certain agreements impose penalties on the suppliers for non-compliance.

On June 10, 2013, we entered into an agreement for the prepayment of RMB25,000,000 worth of coal with Guizhou Qian Hong Mining Resource Consulting Services, Ltd. (“Qian Hong”). On August 14, 2013, Ironridge Global IV, Ltd (“Ironridge”) agreed to complete the payment for us in exchange for free trading shares. The details of our transaction with Ironridge can be found below in NOTE 26, “Ironridge Transaction.” On August 20, 2013, pursuant to the Ironridge Transaction, Ironridge completed its payment to Qian Hong. As of October 31, 2013, the company received approximately 13% of the total amount under the prepayment agreement from Qian Hong Mining. As of January 31, 2014, the company received approximately 24% of the total amount under the prepayment agreement from Qian Hong Mining.

Additionally, the Company provides advances to employees for them to handle incidents in our mining operations as well as washing expansion projects as these facilities are far away from our operating center in Kunming and Guiyang. There were no advances to officers or directors.

During last quarter, the Company paid a total of $2.7 million which has a current portion of $0.3 million for renting land to mine coal. This total payment will be amortized in 10 years period.

Prepaid expenses and other current assets consisted of the following:

Description		January 31, 2014		April 30, 2013
Advances to suppliers	$	28,240,340	$	22,128,001
Advances to employees		1,115,943		515,867
Prepaid		278,445		0
Other		434		495,888
Prepaid and other current assets, total		29,635,162		23,139,756

NOTE 6. OTHER RECEIVABLES

To correct the data of the other receivable table on January 31, 2014 due to typo error on the original filing and to reconcile the total amount to the balance sheet line item other receivable.

Other receivables consisted of the following:

Description		January 31, 2014		April 30, 2013
Short term loans to business associates	$	-	$	3,646,838
Ping Yi Mine receivable-current (note 4)		7,094,403		7,094,403
HSC receivable - current (note 4)		224,453		750,703
Other		570,664		1,403,360
Total	$	7,889,520	$	12,895,304

The Company made short-term loans to business partners in order to develop a long-term business relationship. Such loans are considered consistent with accepted business practices in China. These business partners are suppliers to the Company and the Company believes that these loans result in securing adequate supplies for the expansion of production capacity in its mines. As more fully discussed in Note 4, the Company sold its 100% equity ownership interest in Ping Yi Mine for RMB $196,000,000, approximately US $31,200,000 on April 30, 2012. The estimated receipt of payment is expected to generally occur within a five-year period, in accordance with the contract. As such, a valuation allowance was recorded to reflect the net present value of the payments during that period at a rate of 5%, which is with reference to the discount explicit in the agreement. The initial recording of this discount resulted in the recognition of a cost of disposal in the period when the disposal incurred, which will be accreted as interest income using the effective interest method over the life of the agreement. As of January 31, 2014, the receivable related to the disposal of the Ping Yi Mine, net of discount, amount to a total of $7,323,886 with a current portion of $7,094,403.

NOTE 11. PREPAID ANDOTHER ASSETS, NON-CURRENT

They represent the long-term restricted cash and the long-term prepayment. The long-term restricted cash amounts to $3,493,499 in bank deposits as of January 31, 2014, in which $3,000,000 is required to be held as collateral for a convertible note payable (see Note 18). $2,383,037 is the long-term portion of the prepayment for a land rental.

NOTE 12. LONG-TERM RECEIVABLE

As more fully disclosed in Note 4 and Note 6, the Company has recorded a long-term receivable related to the disposal of the Ping Yi Mine as of January 31, 2014, of $7,323,886, net of a present value discount of $3,183,786.The current portion of this balance is $7,094,403, which is included in other receivables on the accompanying consolidated balance sheets.

NOTE 13. RELATED PARTY TRANSACTIONS

Related Party Notes Receivable

The Company loaned money to various entities that have non-controlling interest with the Company.

Controlling interest is defined as effective management control of the business entity or minimum 50% ownership. “Non-controlling interest”, sometimes referred to as minority equity interest, is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent.

The associates normally refer to business partners such as suppliers, customers, or people or party associated with our business entity. For the purpose of this disclosure, there is no distinction between having “non-controlling interests with the Company” and “the Company having an interest in that third party”.

Related party transactions consist of due from related party, related party note receivable, related party payables, and due to officers.

Due from related party consisted of the following balances at January 31, 2014 and April 30, 2013:

Related Parties		January 31, 2014	April 30, 2013
ShiZong HengTai	$	5,195,327	3,156,580
Kunming Kenandi Technology Development Co., Ltd		511,724	277,922
Total	$	5,707,051	3,434,502

Related party notes receivable consists of the following balances at January 31, 2014 and April 30, 2013:

Borrowers		January 31, 2014	April 30, 2013
Associates to SuTsong	$	2,950,921	2,895,990
Associates to DuPuAn		959,322	982,295
Associates to TaiFung		421,338	359,430
Total related party notes receivable (current)	$	4,331,581	4,237,715

Related Party Payable

Related party payable consisted of the following balances at January31, 2014 and April 30, 2013:

Description		January 31, 2014		April 30, 2013
Payable to previous owners of DaPing Coal Mine	$	-	$	507,973
Payable to Robert Lee		1,990,298		1,647,933
ShiZong Heng Tai		-		1,000,886
Kunming Kemandi Technology Development Co.		-		111,899
Payable to Union Energy (non-controlling interest holder of LuoZhou, LaShu and Weishe Mines)		11,037,439		3,540,107
Total related party payable (current)	$	13,027,737	$	6,808,798

The payable to Union Energy (non-controlling interest holder of WeiShe, LuoZhou and LaShu mines), is not collateralized by any assets of the Company. The increase of payable to Robert lee is the interest accrued $342,365 in this quarter. The payable to Uninon Energy is free of interest.

Due to Officers and Directors

Due to officers consisted of the following balances at January31, 2014 and April 30, 2013:

Due to officer		January 31, 2014		April 30, 2013
Dickson Lee	$	1,149,641	$	1,179,640
Clayton Fong		64,791		64,791
Shirley Kiang*		-		60,000
Total due to officers/directors	$	1,214,432	$	1,304,431

*No longer a director as of September 1, 2012

Through the Ironridge debt settlement (NOTE 26), $800,000 due to Dickson Lee was repaid by Ironridge.

The Company has accrued interest payable of $163,373 as of January 31, 2014.

NOTE 18. CONVERTIBLE DEBT

On December 10, 2012 (“Closing Date”), the Company issued a Senior Secured Convertible Note (the “Convertible Note”) and warrants (“Investor Warrants”) to Phoenician Limited (“Phoenician”), a Hong Kong company for $3,000,000. The number of warrants shares issued was 289,816 which equal to 15% of the number of common shares issuable under the Convertible Note. The Convertible Note carries an interest rate of 12% and matures in 24 months from the Closing Date.

The Convertible Note can be converted into common shares of the Company at a conversion price $1.55 which is 80% of the 10 days volume weighted average price on Closing date.

The Investor Warrants has exercise price of $1.94 which represents the 10 days volume weighted average price of the Company stock at the Closing date and expire three years from the date of issuance.

Both the Convertible Note and Investor Warrants contain a price protection feature. If the Company, at any time or from time to time while the Convertible Note and Investor Warrants are outstanding, raises capital at a price per share that is less than the current conversion price or strike price, then the current conversion price or strike price will be adjusted downward. The Company determined the embedded conversion feature for the Convertible Note and the Investor Warrants to be a derivative liability in accordance with ASC Topic 815, Derivatives and Hedging and estimated the fair value of the derivative using Lattice Model as of December 10, 2012. Such estimates are revalued at each balance sheet date, with changes in value recorded as unrealized gains or losses in non-operating income (expense) in the Company's consolidated statements of comprehensive income.

On December 10, 2012, the Company recorded a derivative liability of $2,643,191 for the embedded conversion feature of the Convertible Note which was valued at $2,355,390 and the Investor Warrants which was valued at $287,801 and offset to an unamortized debt discount totaled $2,643,191. The debt discount will be amortized using effective interest method over 24 months. As of January 31, 2014, the Company amortized debt discount $285,548 and $671,000 as interest expense in the consolidated statements of comprehensive income for the three months and nine months ended January 31, 2014, respectively.

Pursuant to the Convertible Note, the Company agreed to establish an account with an agent designated by Phoenician and fund the account with payments from the note receivable from Bowie Resources LLC as collateral. (See Note 11) In addition, the Company agreed to file a registration statement to cover 100% of the common stock underlying the Investor Warrants to ensure Phoenician will have freely trading shares six months after shares issuance under the 144 Rule. The Company agreed to pay the one percent in common stock of the face amount of the Investor Warrants for every thirty day period, or portion thereof not declared effective within one hundred eighty days of closing, subject to a maximum of six percent if the Company shares cannot be freely traded after six months of shares issuance under the 144 Rule.

As of January 31, 2014, the outstanding balance of Convertible Note was $3,000,000 and none of the Investor Warrant shares have been exercised and therefore no common shares have been issued under the Rule. The Company paid monthly interest on the Convertible Note.

In connection with the Convertible Note, the Company initially recorded $180,000 loan origination fee as deferred loan cost and amortized over 24 months using the effective interest method. In addition, the Company prepaid six months interest totaled $180,000 and recorded as prepaid interest. The Company amortized loan cost of$22,692 and $67,549 as interest expense for the three months and nine months ended January 31, 2014, respectively.

During the nine months ended January 31, 2014, the fair value of the derivative instruments liability decreased by $4,405,953. This was recorded as unrealized gain on fair value of derivative instruments as non-cash expense in the accompanying consolidated statements of comprehensive income.

Activity for derivative instruments liability during the quarter ended January 31, 2014 was as follows:

		April 30, 2013		Activity During quarter		Increase (Decrease) in Fair Value of Derivative Liability		January 31, 2014
Derivative instruments	$	4,594,912	$		$	(4,405,953)	$	188,959

The following is a summary of the assumptions used in the Lattice model as of the initial valuations of the derivative instruments issued during the quarter ended January 31, 2014 and the year ended April 30, 2013:

		January 31, 2014		April 30, 2013
Common stock issuable upon exercise of warrants and conversion of notes	$	2,221,926	$	2,221,926
Market value of common stock on measurement date		1.42		2.07
Risk free interest rate		0.10-0.34%		0.24-0.33%
Warrant and convertibles lives in years		1-2		2-3
Expected volatility		106%		68-72%
Expected dividend yields		0%		0%

NOTE 20. STOCKHOLDERS’ EQUITY

Stock Issued for Compensation:

For the three months ended January 31, 2014, the Company issued 50,000 shares of common stock to employees with share value of $84,000. The Company cancelled 105,000 shares of common stock previously issued to employees with share value of $330,000.

For the three months ended January 31, 2014, the Company cancelled 536,662 shares of common stock previously issued to officers with share value of $1,610,962.

For the three months ended January 31, 2014, the Company cancelled 78,571 shares of common stock previously issued to board member with the share value of $237,500.

For the nine months ended January 31, 2014, the Company issued 76,763 shares of common stock to a board member with the share value of $345,000.

For the nine months ended January 31, 2014, the Company issued 3,333 shares of common stock to an officer with the share value of $74,298.

For the nine months ended January 31, 2014, the Company issued 125,100 shares of common stock to employees with the share value of $432,854.

For the nine months ended January 31, 2014, the Company issued 14,000 shares of common stock to an advisor with the share value of $34,760.

Share Issued for Ironridge Settlement

During the three months ended October 31, 2013, the Company issued a total of 5,933,779 shares of common stock to Ironridge Global IV, Ltd (“Ironridge”) as debt settlement, of which 1,079,915 shares was returned and cancelled. The Company valued the net shares of 4,853,863 at the current trading price (between $2.86-$1.26) on the various issuance dates for a total value of $11,116,200. The Company recorded the excess of the fair value of the shares over the debts settled of $6,101,488 as loss on debt settlement. (NOTE 26).

Treasury Stock:

As of January 31, 2014, the Company recovered zero shares of its common stock and owned a total of 286,595 of its own shares.

NOTE 23. EARNINGS PER SHARE

The Company had common shares, warrants and stock options issued and outstanding as of January 31, 2014. Under the treasury stock method, the Company computed the diluted earnings per share as if all issued warrants, options and convertible debt were converted to common stock and cash proceeds were used to buy back common stock. The exercised prices of warrants and options are greater than fair market price.

		For the Three Months Ended January 31			For the Nine Months Ended January 31
		2014	2013		2014	2013
EPS numerator:
Net income from continuing operatings, net of income taxes	$	5,604,083	15,008,701	$	23,208,072	28,607,547
Less: Net income attributable to noncontrolling interests		1,395,633	3,007,604		6,833,321	6,334,799
Income from continuing operations attributable to common stockholders		4,208,450	12,001,097		16,374,751	22,272,748
Income from discontinued operations attributable to common stockholders, net of income taxes			3,595,701			7,253,463
Net income attributable to common stockholders	$	4,208,450	15,596,798	$	16,374,751	29,526,211
EPS denominator:
Weighted average shares outstanding — basic		43,613,610	37,318,789		41,429,291	37,562,695
Effect of dilutive shares		1,932,109			2,203,053
Weighted average shares outstanding — diluted		45,545,719	37,318,789		43,632,344	37,562,695
Basic EPS attributable to common stockholders:
Income from continuing operations		0.10	0.32		0.40	0.60
Income from discontinued operations		-	0.10		-	0.19
Net income attributable to common stockholders	$	0.10	0.42	$	0.40	0.79
Diluted EPS attributable to common stockholders:
Income from continuing operations		0.09	0.32		0.38	0.60
Income from discontinued operations		-	0.10		-	0.19
Net income attributable to common stockholders	$	0.09	0.42	$	0.38	0.79

NOTE 26. IRONRIDGE SETTLEMENT

On August 14, 2013, L & L Energy, Inc. (“we,” “our,” the “Company”) entered into a stipulation for settlement of claims (the “Stipulation”) with Ironridge Global IV, Ltd. (“Ironridge”). Pursuant to an order of approval by the Superior Court of the State of California for the County of Los Angeles – Central District (the “Order”), the stipulation settled $4,999,153 of payments, which consisted of the following: $4,091,653 (25,000,000 RMB) to Guizhou Qian Hong Mining Resource Consulting Services, Ltd. (“Qian Hong”) as a prepayment for coal to be received at a future date, $107,500 to satisfy the payment of a short term loan to a non-related party, and $800,000 to satisfy the payment of debt to Mr. Dickson Lee, the CEO of L & L Energy, Inc., which Ironridge had purchased in exchange for payment in cash. In exchange, we agreed to issue to Ironridge, shares of our common stock with an aggregate value equal to 105% of the amount owned, plus reasonable attorneys fees, divided by 88% of the following: the closing price of the Company’s common stock on the trading date immediately preceding the date of entry of the Order, not to exceed the arithmetic average of the individual volume weighted average price (“VWAP”) of any five consecutive trading days during the Calculation Period (as defined hereinafter), less $0.05 per share (the “Final Amount”).

On August 16, 2013 (the “Issuance Date”) we issued 2,588,888 shares of the Company’s common stock to Ironridge (the “Initial Issuance”). Additionally, from the date of the Stipulation until that number of consecutive trading days following the Issuance Date required for the aggregate trading volume of our common stock to exceed $80 million, including after hour trades (the “Calculation Period”), if any individual VWAP of our common stock declines below the closing price on the trading date preceding the Order, for each $0.10 or portion thereof, we will, within two trading days, issue to Ironridge additional shares of common stock equal to 5% of the aggregate number of shares required to be issued to Ironridge prior to such issuance (each, an “Additional Issuance”). If, within two days, Ironridge does not receive the Additional Issuance in its account in electronic form and fully cleared for trading, the trading volume during such time shall not count toward aggregate trading volume and the Calculation Period shall be extended by one trading day. At the end of the Calculation Period, the number of shares issued will be adjusted based on the Final Amount.

Under the Stipulation, Ironridge is prohibited from holding any short position in our common stock, and may not to engage in or affect, directly or indirectly, any short sale until at least 180 days after the end of the calculation period described above. The Stipulation also provides that in no event shall the number of shares of the Company’s common stock issued to Ironridge, when aggregated with all other shares of our common stock then beneficially owned or controlled by Ironridge and its affiliates exceed 9.99% of the total number of shares of common stock outstanding after such issuance. The total amount of stock issued under the Stipulation is not to exceed 19.99% of our total outstanding shares before the Initial Issuance without shareholder approval.

The result of the Order and Stipulation is that a total of $4,999,153 of payments to various parties were satisfied by Ironridge in exchange for the issuance of shares of our common stock as provided above. In addition, pursuant to the satisfaction of the prepayment agreement with the Company, Qian Hong made its first shipment of coal to the Company in October 2013. As of October 31, 2013, the Company has received approximately 13% of the total amount under the prepayment agreement.

The Calculation Period ended on November 1, 2013. The Final Amount of common stock issued under this transaction was 4,853,863 shares, the total of which was valued at $11,116,200 by using the then current trading price on the various issuance dates (NOTE 20).

In accordance with the Order and Stipulation, we issued equity and experienced a book loss; however, this event does not affect our cash flow. This event has a material effect on the presentation of our financial statements. Therefore, we disclosed and recorded a $6,101,488 loss on debt settlement in the period ended October 31, 2013. The Ironridge settlement transaction has been fully completed as of October 31, 2013. No transaction activity during the third quarter ended as of January 31, 2014.

Part II – OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

As described in greater detail above under Part I, Item 1, Note 26 “Ironridge Transaction“, in August 2013, we issued 2,588,888 shares of common stock to Ironridge in connection with Stipulation, which was subject to adjustments as discussed above. In total, we issued 5,933,779 shares of common stock to Ironridge Global IV, Ltd. (“Ironridge”). On November 8, 2013, pursuant to the Order and Stipulation, Ironridge returned 1,079,915 shares to the Company for cancellation.

Item 6. Exhibits

Exhibit number	Description
31.1	Certification by the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a)*
31.2	Certification by the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a)*
32.1	Certification of the Chief Executive Officer pursuant 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2	Certification of the Chief Financial Officer 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 Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Label Linkbase Document*
101.PRE	XBRL Taxonomy Presentation Linkbase Document*
* Filed herewith.
**Furnished 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.

	L & L ENERGY, INC.

Date: March 27, 2014	By:	/S/ Dickson V. Lee
	Name:	Dickson V. Lee, CPA
	Title:	CEO

EXHIBIT 31.1

CERTIFICATIONS OF CHIEF FINANCIAL OFFICER

I,Dickson V Lee, certify that:

1.I have reviewed this quarterly report on Form 10-Q/A of L&L Energy, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	L&L ENERGY, INC.
Date: March 27, 2014	By:	/S/ Dickson V. Lee
	Name:	Dickson V. Lee, CPA
	Title:	CEO

EXHIBIT 31.2

CERTIFICATIONS OF CHIEF FINANCIAL OFFICER

I, Ian G. Robinson, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of L&L Energy, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

	L&L ENERGY, INC.
Date: March 27, 2014	By:	/S/ Ian G. Robinson
	Name:	Ian G. Robinson
	Title:	CFO

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q/A of L&L Energy, Inc. (the “Registrant”) for the period ended January 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Dickson V. Lee, Chief Executive Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge based upon the review of the Report:

1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended, and

2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

	L&L ENERGY, INC.

Date: March 27, 2014	By:	/S/ Dickson V. Lee
	Name:	Dickson V. Lee, CPA
	Title:	CEO

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q/A of L&L Energy, Inc. (the “Registrant”) for the period ended January 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ian G. Robinson, Chief Financial Officer of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge based upon a review of the Report:

1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended, and

2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

	L&L ENERGY, INC.

Date:March 27, 2014	By:	/S/ Ian G. Robinson
	Name:	Ian G. Robinson
	Title:	CFO

L & L Energy (LLEN) Inactive 10-Q/A2014 Q3 Quarterly report (amended)