UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
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o
Annual Report
Pursuant To Section 13 or 15(d) of the Securities Exchange Act of
1934
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For the
fiscal year ended: December 31, 2009
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x
Transition Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934
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For the
transition period from April 30, 2009 to January 1, 2010
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Commission
file number: 333-153574
CHINA
EXECUTIVE EDUCATION CORP.
(Exact
name of small business issuer as specified in its
charter)
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NEVADA
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75-3268300
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(State or
other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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Hangzhou
MYL Business Administration Consulting Co. Ltd.
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Room 307,
Hualong Business Building,
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110
Moganshan Road, Hangzhou,
P.R.China 310005
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(Address
of Principal Executive Offices and Zip Code)
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(86)
0571-8880-8109
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(Registrant’s
Telephone Number, Including Area Code)
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Securities
registered pursuant to Section 12(b) of the Act:
None
Securities
registered pursuant to Section 12(g) of the Act: Common
Stock, $0.001 par value
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes
o
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 Act. Yes
o
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 (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 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
o
No
o
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. x
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 definition for “large
accelerated filer,” “accelerated filer,” and
“smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large
Accelerated Filer o
Non-Accelerated Filer o
Accelerated Filer o
Smaller Reporting Company x
Indicate
by check mark whether registrant is a shell company (as defined in
Rule 12b-2 of the Act). Yes o
No x
The
aggregate market value of the common stock held by non-affiliates
(3, 510,000 shares), based on the closing market price ($ 0.15 per
share) of the common stock as of December 31, 2009 was $
526,500.
There were
a total of 22,000,000 shares of the registrant’s common stock
outstanding as of April 14, 2010.
Documents
Incorporated by Reference: None
Explanatory
Note
This Amendment No. 1 on Form 10-K/A (this “Amendment
No. 1”) to the Transition Report on Form 10-K for the
transition period from April 30, 2009 to January 1, 2010 (the
“Transition Period”) of China Executive Education Corp.
(the “Company”) is being filed to amend Note
7. “ Subsequent Events” pertaining to dividend declared
disclosure and in the same Note 7, related change to
the balance sheet of Surmounting Limit
Marketing Adviser Limited (the “SLM”) presented
as part of Pro Forma Condensed Combined Balance Sheets and
Statement of Operations in the Transition Report of the Company,
filed with the Securities and Exchange Commission (the
“Commission”) on April 14, 2010 to correct an error
which was inadvertently made on the amount of the retained earnings
of the SLM for its fiscal year ended December 31, 2009
distributable as dividend to the former shareholder of the SLM
prior to the reverse merger that took place on February 12, 2010.
The correct amount of the retained earnings distributable as
dividend of the SLM for its fiscal year ended December 31, 2009 is
USD $ 2,878,504 , instead of USD $ 1,285,305. Such amount was
realized for the fiscal year 2009 prior to the reverse
merger.
Except
as described above, no other changes have been made to the
Transition Report and this Amendment No. 1 does not amend or update
any other information contained in the Transition
Report.
Part
IV
Item
15. Exhibits, Financial Statement
Schedules.
The
following exhibits are filed with, and as a part of, this Amendment
No. 1 to Transition Report on Form 10-K/A.
List of
Exhibits
The
exhibits which are filed with this report or which are incorporated
herein by reference are set forth in the Exhibit Index
hereto.
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Exhibit
Number
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Description
of Document
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23.2
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Consent of
the Independent Registered Public Accounting Firm
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31.1
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Certification
Pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange
Act of 1934, as Amended
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31.2
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Certification
Pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange
Act of 1934, as Amended
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32.1
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Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
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32.2
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Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment
No. 1 to the Form 10-K/A to be signed on our behalf by the
undersigned, thereunto duly authorized.
Dated:
August 14, 2010
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CHINA
EXECUTIVE EDUCATION CORP.
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By
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/s/
Kaien Liang
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Name:
Kaien Liang
Title:
Chairman and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
of Document
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23.2
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Consent of
the Independent Registered Public Accounting Firm
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31.1
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Certification
Pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange
Act of 1934, as Amended
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31.2
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Certification
Pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange
Act of 1934, as Amended
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32.1
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Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
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32.2
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Certification
Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
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CHINA
EXECUTIVE EDUCATION CORP.
(FORMERLY
On Demand Heavy Duty Corp)
(A
Development Stage Company)
Financial
Statements
As of
December 31, 2009 and for the 9-months from
May 1,
2009 to December 31, 2009
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Financial
Statements
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Report of
Independent Registered Public Accounting Firm
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F-2
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Statements
of Financial Position
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F-3
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Statements
of Operations
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F-4
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Statements
of Stockholders’ Equity
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F-5
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Statement
of Cash Flows
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F-6
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Notes to
Financial Statements
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F-7
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F-1
Stan J.H.
Lee, CPA
2160
North Central Rd. Suite 203 Fort
Lee NJ 07024
P.O. Box
436402 San Ysidro CA
92143
619-623-7799
Fax 619-564-3408 E-mail) stan2u@gmail.com
Report of
Independent Registered Public Accounting Firm
To the
Board of Directors and Management of
China
Executive Education Corp.
(formerly
On Demand Heavy Duty, Corp) ;
We have
audited the accompanying balance sheets of China Executive
Education Corp. as of December 31, 2009 and the related statements
of operations, changes in shareholders’ equity and cash flows
for the period from May 1, 2009 to December 31, 2009
ended. These financial statements are the responsibility of the
Company’s management. Our responsibility is to
express an opinion on these financial statements based on our
audits.
We
conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United
States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material
misstatement. An audit includes examining, on a test
basis, evidence supporting the am