UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | |
| For the quarterly period ended | June 30, 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: | 000-53155 | |
| VLOV INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada | | 20-8658254 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | |
11/F, No. 157 Taidong Road Xiamen Guanyin Shan International Business Center Siming District, Xiamen City, Fujian Province People’s Republic of China | 361008 |
| (Address of principal executive offices) | (Zip Code) |
| +86-592-2345999 |
| (Registrant’s telephone number, including area code) |
| N/A |
| (Former name, former address and former fiscal year, if changed since last report) |
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 (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 þ 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 (Sec.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 þ 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 filer o (Do not check if a smaller reporting company) | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
As of August 6, 2012, the registrant had 7,747,991 shares of common stock, par value $0.00001 per share, outstanding.
EXPLANATORY NOTE
The purpose of this amendment on Form 10-Q/A to the registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2012, filed with the Securities and Exchange Commission on August 13, 2012 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q, as required by Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in eXtensible Business Reporting Language (XBRL).
No other changes have been made to the Form 10-Q. This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosure made in the Form 10-Q.
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.
EXHIBIT INDEX
| | |
| Number | | Description |
| 2.1 | | Share Exchange Agreement (1) |
| 3.1 | | Articles of Incorporation (2) |
| 3.2 | | Amendment to Articles of Incorporation (for 1-for-100 reverse stock split), filed with the Nevada Secretary of State on January 12, 2009 (9) |
| 3.3 | | Articles of Merger filed on March 4, 2009 and effective March 20, 2009 (3) |
| 3.4 | | Certificate of Correction filed on March 6, 2009 (3) |
| 3.5 | | Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, filed with the Nevada Secretary of State on October 23, 2009 (4) |
| 3.6 | | Bylaws (2) |
| 3.7 | | Amendment to the Bylaws (1) |
| 4.1 | | Specimen Common Stock Certificate (2) |
| 4.2 | | Specimen Series A Convertible Preferred Stock Certificate (4) |
| 4.3 | | Form of Common Stock Purchase Warrant for the Preferred Shares Financing (4) |
| 4.4 | | Form of Common Stock Purchase Warrant for the Common Shares Financing (5) |
| 4.5 | | Form of Common Stock Purchase Warrant issued to American Capital Ventures, Inc. (15) |
| 10.1 | | Consulting Services Agreement (1) |
| 10.2 | | Operating Agreement (1) |
| 10.3 | | Equity Pledge Agreement (1) |
| 10.4 | | Option Agreement (1) |
| 10.5 | | Voting Rights Proxy Agreement (1) |
| 10.6 | | Form of Securities Purchase Agreement for the Preferred Shares Financing (4) |
| 10.7 | | Form of Escrow Agreement for the Preferred Shares Financing (4) |
| 10.8 | | Form of Securities Purchase Agreement for the Common Shares Financing (5) |
| 10.9 | | Supplemental Agreement dated February 18, 2009 (7) |
| 10.10 | | Form of Director Offer Letter entered into with Ying Zhang and Jianwei Shen (10) |
| 10.11 | | Bridge Loan and Financing Agreement dated June 11, 2008 (14) |
| 10.12 | | Form of Securities Purchase Agreement dated February 13, 2009 (11) |
| 10.13 | | Form of Securities Purchase Agreement dated February 12, 2009 (11) |
| 10.14 | | Loanout Agreement with Worldwide Officers, Inc. dated April 27, 2010 (12) |
| 10.15 | | Director Offer Letter with Jianhui Wang dated June 1, 2010 (13) |
| 10.16 | | Acquisition of Distributorship Agreement between China Dong Rong and Xiamen Lianyu Commerce Co., Ltd. dated May 26, 2011 (17) |
| 10.17 | | Loanout Agreement with Worldwide Officers, Inc. dated as of September 28, 2011 (18) |
| 10.18 | | Restricted Stock Award Agreement with Worldwide Officers, Inc. dated as of September 28, 2011 (18) |
| 10.19 | | Restricted Stock Award Agreement with Worldwide Officers, Inc. dated as of September 28, 2011 (18) |
| 14.1 | | Code of Ethics (6) |
| 21.1 | | List of Subsidiaries (11) |
| 31.1 | | Section 302 Certification by the Corporation’s Chief Executive Officer ** |
| 31.2 | | Section 302 Certification by the Corporation’s Chief Financial Officer ** |
| 32.1 | | Section 906 Certification by the Corporation’s Chief Executive Officer ** |
| 32.2 | | Section 906 Certification by the Corporation’s Chief Financial Officer ** |
| 99.1 | | Trademark License Contract for serial number 3871951 dated February 12, 2009 (11) |
| 99.2 | | Trademark License Contract for serial number 3884844 dated February 12, 2009 (11) |
| 99.3 | | Trademark License Contract for serial number 3884845 dated February 12, 2009 (11) |
| 99.4 | | Trademark License Contract for serial number 4247545 dated February 12, 2009 (11) |
| 99.5 | | Regional Distributorship Agreement between Yinglin Jinduren and C-002 of Mingzhu 100 Market dated May 25, 2009 (15) |
| 99.6 | | Regional Distributorship Agreement between Yinglin Jinduren and Jinyang Commerce Co., Ltd. dated May 25, 2009 (15) |
| 99.7 | | Regional Distributorship Agreement between Yinglin Jinduren and Jinduren Store, Tianqiao District, Jinan dated May 25, 2009 (15) |
| 99.8 | | Regional Distributorship Agreement between Yinglin Jinduren and Clothwork Apparel, Wanma Plaza dated May 25, 2009 (15) |
| 99.9 | | Land Use Right and Building Transfer Agreement between Yinglin Jinduren and Zhimeng Wu dated February 20, 2011 (16) |
| 99.10 | | Property Transfer Agreement between Yinglin Jinduren and Zhimeng Wu dated January 25, 2011 (16) |
| 99.11 | | Purchase Agreements between Yinglin Jinduren and its major suppliers for 2010 (16) |
| 99.12 | | Purchase Agreements between China Dong Rong and its major suppliers for 2011 (16) |
| 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 * |
| * | 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 and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |
| ** | Previously filed as an exhibit to the Form 10-Q for the period ending June 30, 2012, as filed with the Securities and Exchange Commission on August 13, 2012. |
| (1) | | Filed on February 13, 2009 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference. |
| (2) | | Filed on February 9, 2007 as an exhibit to our Registration Statement on Form SB-2, and incorporated herein by reference. |
| (3) | | Filed on March 20, 2009 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference. |
| (4) | | Filed on October 30, 2009 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference. |
| (5) | | Filed on December 2, 2009 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference. |
| (6) | | Filed on March 7, 2008 as an exhibit to our Annual Report on Form 10-K, and incorporated herein by reference. |
| (7) | | Filed on February 20, 2009 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference. |
| (8) | | Filed on April 15, 2009, as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference. |
| (9) | | Filed on December 17, 2009, as an exhibit to our Registration Statement on Form S-1, and incorporated herein by reference. |
| (10) | | Filed on March 16, 2010, as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference. |
| (11) | | Filed on April 15, 2010, as an exhibit to our Annual Report on Form 10-K, and incorporated herein by reference. |
| (12) | | Filed on May 3, 2010, as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference. |
| (13) | | Filed on June 3, 2010, as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference. |
| (14) | | Filed on August 27, 2010, as an exhibit to our Amendment to Registration Statement on Form S-1/A, and incorporated herein by reference. |
| (15) | | Filed on October 27, 2010, as an exhibit to our Amendment No. 3 to Registration Statement on Form S-1/A, and incorporated herein by reference. |
| (16) | | Filed on March 31, 2011, as an exhibit to our Annual Report on Form 10-K, and incorporated herein by reference. |
| (17) | | Filed on August 22, 2011 as an exhibit to our Quarterly Report on Form 10-Q, and incorporated herein by reference. |
| (18) | | Filed on October 4, 2011 as an exhibit to our Current Report on Form 8-K, and incorporated herein by reference. |
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.
| | | VLOV INC. | |
| | | (Registrant) | |
| | | | |
| | | | |
| Date: August 21, 2012 | By: | /s/ Qingqing Wu | |
| | | Qingqing Wu Chief Executive Officer | |
| | | | |
| Date: August 21, 2012 | By: | /s/ Bennet P. Tchaikovsky | |
| | | Bennet P. Tchaikovsky | |
| | | Chief Financial Officer | |
