UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
Amendment #1
(Mark One)
[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2012
| [ ] | 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: 333-90618
CN DRAGON CORPORATION
(Name of small business issuer as specified in its charter)
| Nevada | 98-0358149 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
8/F Paul Y Centre, 51 Hung To Rd. Kwun Tong, Kowloon, Hong Kong (Address of principal executive offices, including zip code) |
Registrant’s telephone number, including area code: (+852) 2772 9900
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common stock, $.001 par value
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No[X]
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
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 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 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 of this Form 10-K. Yes [ ]
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 Rule12b-2 of the Exchange Act.
Large accelerated filer [ ] | | Accelerated filer [ ] |
Non-accelerated filer [ ] (Do not check if 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 [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:
The aggregate market value of the voting and non-voting common equity held by non-affiliates since June 27, 2012 (an aggregate 19,463,291 out of a total of 81,010,491 shares outstanding) was approximately $1,654,380 computed by reference to the closing price of $0.085, as quoted on www.otcmarkets.com.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of June 27, 2012, there were 81,010,491 shares of our common stock issued and outstanding.
DOCUMENTS INCORPORATE BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to securities holders for fiscal year ended December 24, 1980).
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K (the "Form 10-K") for the year ended March 31, 2012, is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to the Form 10-K provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Item 15. Exhibits, Financial Statement Schedules.
| Statements | | | | |
| | | | | |
| Report of Independent Registered Public Accounting Firm | | | | |
| | | | | |
| Balance Sheets at March 31, 2012 and 2011 | | | | |
| | | | | |
| Statements of Operations for the years ended March 31, 2012 and 2011 | | | | |
| | | | | |
| Statement of Changes in Shareholders' Deficit for the years ended March 31, 2012 and 2011 |
| | | | | |
| Statements of Cash Flows for the years ended March 31, 2012 and 2011 | | | | |
| | | | | |
| Notes to Financial Statements | | | | |
| | | | | |
| Schedules | | | | |
| | | | | |
| All schedules are omitted because they are not applicable or the required information is shown in the Financial Statements or notes thereto. |
| | | | | |
| | Exhibit | Form | Filing | Filed with |
| Exhibits | # | Type | Date | This Report |
| | | | | |
| Articles of Incorporation filed with the Secretary of State of Nevada on August 30, 2001 | 3.1 | SB-2 | 6/17/2002 | |
| | | | | |
| Certificate of Change effective March 18, 2003 | 3.2 | 8-K | 3/7/2003 | |
| | | | | |
| Certificate of Change effective May 30, 2007 | 3.3 | 8-K | 6/13/2007 | |
| | | | | |
| Certificate of Amendment filed with the Secretary of State of Nevada on May 30, 2007 | 3.4 | 8-K | 6/13/2007 | |
| | | | | |
| Certificate of Amendment filed with the Secretary of State of Nevada on September 14, 2009 | 3.5 | 10-K | 8/15/2011 | |
| | | | | |
| Certificate of Amendment filed with the Secretary of State of Nevada on November 20, 2009 | 3.6 | DEF 14C | 11/20/09 | |
| | | | | |
| Bylaws dated August 30, 2001 | 3.3 | SB-2 | 6/17/2002 | |
| | | | | |
| Share Exchange Agreement between CN Dragon Corporation and CNDC Group, Ltd. | 10.1 | 8-K | 5/21/10 | |
| | | | | |
| Certification of Teck Fong Kong, pursuant to Rule 13a-14(a) | 31.1 | 10-K | 6/29/12 | |
| | | | | |
| Certification of Chong Him Lau, pursuant to Rule 13a-14(a) | 31.2 | 10-K | 6/29/12 | |
| | | | | |
| Certification of Teck Fong Kong , pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 32.1 | 10-K | 6/29/12 | |
| | | | | |
| Certification of Chong Him Lau, pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | 32.1 | 10-K | 6/29/12 | |
| | | | | |
| XBRL Instance Document | 101.INS * | | | X |
| | | | | |
| XBRL Taxonomy Extension Schema Document | 101.SCH* | | | X |
| | | | | |
| XBRL Taxonomy Extension Calculation Linkbase Document | 101.CAL* | | | X |
| | | | | |
| XBRL Taxonomy Extension Definition Linkbase Document | 101.DEF* | | | X |
| | | | | |
| XBRL Taxonomy Extension Label Linkbase Document | 101.LAB* | | | X |
| | | | | |
| XBRL Taxonomy Extension Presentation Linkbase Document | 101.PRE* | | | X |
Pursuant to the requirements of Section 13 or 15(d) 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.
| | CN Dragon Corporation |
| | | |
| | | |
Date: July 13, 2012 | By: | /s/ Teck Fong Kong |
| | (Teck Fong Kong, President, Director, CEO) |
| | | |
| | | |
| | By: | /s/ Chong Him Lau |
| | (Chong Him Lau, Director, CFO) |
