SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/Amendment No.2
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2013
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______________ to ______________
China Ginseng Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | | 20-3348253 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
1562 Jie Fang Great Road 16 FL Zhongji Building, Suite 1062-1063 Nanguan District, Changchun City, China | | 130022 |
| (Address of principal executive offices) | | (Zip Code) |
| Registrant’s telephone (01186) 43188952022 |
SEC File Number: 000-54072
N/A
(Former name, former address and former three months, if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | | Accelerated filer | o | |
| Non-accelerated file | o | | 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
As of May 17, 2013 there were 44,397,297 shares issued and outstanding of the registrant’s common stock.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 2 to our interim report on Form 10-Q for the period ended March 31, 2013 (the “Amended Report”), is to furnish Exhibit 10.1 to the Form 10-Q which was accidently omitted in the Amendment No.1 to the Form 10-Q for the same period that was filed with the Securities and Exchange Commission ( the “Commission”) on June 25, 2013.
No other changes have been made to the Form 10-Q (the “Original Report”) for the same period, which was filed with the Commission on May 20, 2013 ( the “Original Filing Date”). This Amended Report speaks as of the Original Filing Date, 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 Report.
In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amended Report, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively, as exhibits to the Original Report have been re-executed and re-filed as of the date of this Amended Report and are included as exhibits hereto.
PART II — OTHER INFORMATION
| Exhibit No. | | Document Description |
| | | |
| 10.1 | | Description of the oral agreement between Jilin Ganzhi and Meihekou Credit Union dated April 8, 2013. |
| | | |
| 31.1 | | CERTIFICATION of CEO 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 CFO 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 CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002. |
| | | |
| 32.2 | | CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002. |
* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 of the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this Form 10-Q/A2 to be signed on its behalf by the undersigned, thereunto duly authorized.
China Ginseng Holdings, Inc.,
| Title | | Name | | Date | | Signature |
| Principal Executive Officer | | Changzhen Liu | | July 3, 2013 | | /s/ Changzhen Liu |
In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| SIGNATURE | | NAME | | TITLE | | DATE |
| /s/ Changzhen Liu | | Changzhen Liu | | Principal Executive Officer and Director | | July 3, 2013 |
| /s/ Ren Ying | | Ren Ying | | Principal Financial Officer and Principal Accounting Officer | | July 3, 2013 |
