CIIG Merger 10-K/A 2011 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

ANNUAL REPORT

ON FORM 10-K/A

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended June 30, 2011

Commission File Number 001-34150

CHINA INFRASTRUCTURE

INVESTMENT CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	88-0484183
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

Room D, 2F, Building 12, Xinxin Huayuan, Jinshui Road, Zhengzhou, Henan Province, The People’s

Republic of China

(Address, including zip code, of principal executive offices)

(011) 86-375-2754377

(Registrants’ telephone number, including area code)

Securities Registered Under Section 12(b) of the Exchange Act: Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ¨     No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange 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 Securities Exchange Act of 1934 during the preceding 12 months 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 x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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 to this Form 10-K. ¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨     No x

Aggregate market value of the voting stock held by non-affiliates of the registrant as of December 31, 2010 based upon the closing price was approximately $8,184,630.

The number of outstanding shares of the registrant’s Common Stock on November 14, 2011 was 80,000,000.

EXPLANATORY NOTE

The sole purpose of this amendment to our Annual Report on Form 10-K for the year ended June 30, 2011, originally filed with the Securities and Exchange Commission on November 14, 2011, is to furnish Exhibit 101 to the Form 10-K, which contains the XBRL (eXtensible Business Reporting Language) Interactive Data Files for the financial statements and notes included in Part II, Item 8 of the Form 10-K. As permitted by Rule 405(a)(2)(ii) of Regulation S-T, Exhibit 101 was required to be furnished by amendment within 30 days of the original filing date of the Form 10-K.

No other changes have been made to the Form 10-K, and the Form 10-K has not been updated to reflect events occurring subsequent to the original filing date.

PART IV

ITEM 15. Exhibits and Financial Statement Schedules

(a) Financial Statements and Schedules

The financial statements are set forth under Item 8 of this Annual Report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.

(b) Exhibits

EXHIBIT NO.	DESCRIPTION	LOCATION
3.1	Articles of Incorporation of Learning Quest Technologies, Inc.	Incorporated by reference to Exhibit 3.01 to the Company’s Form 10-SB as filed with the SEC on December 17, 2004.
3.2	Amended and Restated Bylaws of China Infrastructure Investment Corporation, dated as of May 21, 2008.	Incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K as filed with the SEC on May 22, 2008.
3.3	Certificate of Incorporation of Color Man Holdings Limited	Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
3.4	Certificate of Incorporation of Wise On China Limited	Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
3.5	Certificate of Incorporation of Pingdingshan Pinglin Expressway Co., Ltd.	Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
3.6	Company Charter of Color Man Holdings Limited (Memorandum of Association and Articles of Association	Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
3.7	Company Charter of Wise On China Limited	Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
3.8	Articles of Association of Pingdingshan Pinglin Expressway Co., Ltd.	Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.1	Share Exchange Agreement, dated February 8, 2008, by and among Learning Quest Technologies, Inc., Color Man Holdings Ltd. and Joylink Holdings Ltd.	Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.2	Chartered Rights Agreement on Pingdingshan-Linru Expressway Project, dated April 10, 2003, by and between Pingdingshan Pinglin Expressway Co., Ltd. and Pingdingshan Bureau of Communications	Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.3	Loan Contract of the Year 2004, dated December 28, 2004, by and between the China Development Bank and Pingdingshan Pinglin Expressway Co., Ltd.	Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.4	Loan Contract of the Fixed Assets (No. YBZ No. 0054, 2005), dated July 29, 2005, by and between The Pingdingshan Branch of Industrial and Commerical Bank of China and Pingdingshan Pinglin Expressway Co., Ltd.	Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.5	Loan Contract, dated February 25, 2005, by and between the Agricultural Bank of China, Xinhua Branch of Pingdingshan City and Pingdingshan Pinglin Expressway Co., Ltd.	Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.6	Loan Contract of the Year 2007, dated September 28, 2007, by and between the China Development Bank and Pingdingshan Pinglin Expressway Co., Ltd.	Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.7	Loan Contract, dated June 7, 2005, by and between the Agricultural Bank of China, Xinhua Branch of Pingdingshan City and Pingdingshan Pinglin Expressway Co., Ltd.	Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.8	General Loan Contract, dated November 29, 2004, by and between the China Development Bank and Pingdingshan Pinglin Expressway Co., Ltd.	Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.9	Loan Contract of the Fixed Assets (No. YBZ No. 0051, 2005), dated July 29, 2005, by and between The Pingdingshan Branch of Industrial and Commerical Bank of China and Pingdingshan Pinglin Expressway Co., Ltd.	Incorporated by reference to that Company’s Current Report on Form 8-K as filed with the SEC on February 11, 2008.
10.10	Loan Set-Off Agreement, dated October 10, 2011, by and among the Company, Pingdingshan Pinglin Expressway Co., Ltd., Pingdingshan Tai Ao Expressway Co., Ltd., Henan Shengrun Real Estate Co., Ltd., and Zhengzhou Simian Real Estate Co., Ltd.	Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on November 14, 2011
10.11	Exclusive Business Cooperation Agreement, dated October 10, 2011, by and between Pingdingshan Pinglin Expressway Co., Ltd. and Zhengzhou Simian Real Estate Co., Ltd.	Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the SEC on November 14, 2011
10.12	Exclusive Option Agreement, dated October 10, 2011, by and among Pingdingshan Pinglin Expressway Co., Ltd., Henan Shengrun Real Estate Co., Ltd. and Zhengzhou Simian Real Estate Co., Ltd.	Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K as filed with the SEC on November 14, 2011
10.13	Equity Interest Pledge Agreement, dated October 10, 2011, by and among Pingdingshan Pinglin Expressway Co., Ltd., Henan Shengrun Real Estate Co., Ltd. and Zhengzhou Simian Real Estate Co., Ltd.	Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K as filed with the SEC on November 14, 2011
10.14	Power of Attorney dated October 10. 2011 by Henan Shengrun Real Estate Co., Ltd.	Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K as filed with the SEC on November 14, 2011
14.1	Code of Ethics	Incorporated by reference to the Company’s Annual Report on Form 10-K as filed with the SEC on September 29, 2008
16.1	Auditor Letter	Incorporated by reference to the Company’s Annual Report on Form 10-K as filed with the SEC on September 29, 2008
21	List of Subsidiaries	Incorporated by reference to the Company’s Annual Report on Form 10-K as filed with the SEC on September 29, 2010
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Provided herewith
31.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Provided herewith
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Provided herewith
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Provided herewith
99.1	Audit Committee Charter of the Company	Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K as filed with the SEC on May 22, 2008
99.2	Compensation Committee Charter of the Company	Incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K as filed with the SEC on May 22, 2008
99.3	Corporate Governance and Nominating Committee Charter of the Company	Incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K as filed with the SEC on May 22, 2008
101	The following materials from China Infrastructure Investment Corporation’s Annual Report on Form 10-K for the year ended June 30, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements.	Provided herewith.  Pursuant to Rule 406T of Regulation S-T, these interactive data files 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 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned, thereunto duly authorized.

	CHINA INFRASTRUCTURE INVESTMENT CORPORATION
Date: November 14, 2011
	By:	/s/ Li Xipeng
		Li Xipeng
		Chief Executive Officer, Principal Executive Officer and Chairman of the Board

/s/ Li Lei

Li Lei

Chief Financial Officer, Principal Financial and

Accounting Officer and Director

In accordance with the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the dates indicated.

Signatures	Title	Date
/s/ Li Xipeng	Chief Executive Officer,	November 14, 2011
Li Xipeng	Principal Executive Officer and
	Chairman of the Board
/s/ Li Lei	Chief Financial Officer,	November 14, 2011
Li Lei	Principal Financial and
	Accounting Officer and
	Director
/s/ Sun Jianhao	Director	November 14, 2011
Sun Jianhao
/s/ Huang Yuemin	Director	November 14, 2011
Huang Yuemin
/s/ Xu Huiqing	Director	November 14, 2011
Xu Huiqing
/s/ Zhang Chunxian	Director	November 14, 2011
Zhang Chunxian
/s/ Aaron Zhu	Director	November 14, 2011
Aaron Zhu

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