UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment #1
þ ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2008
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 333-141271
CHINA WIND ENERGY INC.
(Exact name of registrant as specified in its charter)
| Nevada | | None |
| (State or Other Jurisdiction of Incorporation of Organization) | | (I.R.S. Employer Identification No.) |
| | | |
No.2 Haibin Road, Binxi Developing Area Heilongjiang Province, China | | +86 451 87009618 |
| (Address of principal executive offices) (ZIP Code) | | (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section12 (g) of the Act: Common Stock, $0.0001 par value |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No þ
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 shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No þ
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 to this Form 10-K. Yes No þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) No þ
Aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant at January 31, 2008 (computed by reference to the closing price of $1.24 per share as of the last business day of the second fiscal quarter): $58,034,244
Number of common shares outstanding at October 29, 2008: 51,902,250
Amendment Note: China Wind Energy Inc. (the “Company”, “we”, “us”, “our”) is filing this amendment to its Annual Report on Form 10-K for the year ended July 31, 2008 in order to revise its disclosure regarding its disclosure controls and procedures. Only Item 9(A)T of the Form 10-K required revision and it is the only Item which we have reproduced in this amendment for ease of review.
Item 9A(T). Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of July 31, 2008. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.
Management Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision of our Chief Executive Officer, the Company conducted an evaluation of the effectiveness of our internal control over financial reporting as of July 31, 2008 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of July 31, 2008, we determined that control deficiencies existed that constituted material weaknesses, as described below.
2. There is a risk of management override given that our officers have a high degree of involvement in our day to day operations.
3. There is no policy on fraud and no code of ethics at this time, though we plan to implement such policies in fiscal 2008.
Management is currently evaluating remediation plans for the above control deficiencies.
Accordingly, we concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of July 31, 2008 based on criteria established in Internal Control—Integrated Framework issued by COSO.
Yichien Yeh , an independent registered public accountant , was not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of July 31, 2008.
Changes in Internal Controls
During the quarter ended July 31, 2008 there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Exhibits
Exhibit Number | Exhibit Description |
| 31.1 | |
| 32.1 | |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| | CHINA WIND ENERGY INC. |
| | | |
| Date: August 13, 2009 | By: | /s/ Shouquan Sun |
| | | Shouquan Sun |
| | | Director, President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer |
Pursuant to the requirements of 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.
| SIGNATURES | | TITLE | | DATE |
| | | | | |
| /s/ Shouquan Sun | | | | August 13, 2009 |
| Shouquan Sun | | Director, President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer | | |
| | | | | |
| /s/ Xiya Sun | | | | August 13, 2009 |
| Xiya Sun | | Director | | |
| | | | | |
| /s/ Huaiwen Zheng | | | | August 13, 2009 |
| Huaiwen Zheng | | Director | | |
