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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

   o          Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended: December 31, 2009

 

x       Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from April 30, 2009 to January 1, 2010

 

Commission file number: 333-153574

 

CHINA EXECUTIVE EDUCATION CORP.

(Exact name of small business issuer as specified in its charter)

NEVADA

75-3268300

 

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

 Hangzhou MYL Business Administration Consulting Co. Ltd.

Room 307, Hualong Business Building,

110 Moganshan Road, Hangzhou, P.R.China  310005

(Address of Principal Executive Offices and Zip Code)

(86) 0571-8880-8109

(Registrant’s Telephone Number, Including Area Code)

 

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

 

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.

 

 

Exhibit

Number

 

Description of Document

 

 

 

23.2

 

Consent of the Independent Registered Public Accounting Firm

 

31.1

 

Certification Pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as Amended

 

31.2

 

Certification Pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as Amended

 

32.1

 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

32.2

 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

CHINA EXECUTIVE EDUCATION CORP.

 

 

 

 

By 

 /s/ Kaien Liang

 

 

Name: Kaien Liang

Title:   Chairman and Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT INDEX

 

 

Exhibit

Number

 

Description of Document

 

 

 

23.2

 

Consent of the Independent Registered Public Accounting Firm

 

31.1

 

Certification Pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as Amended

 

31.2

 

Certification Pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as Amended

 

32.1

 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

32.2

 

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

Financial Statements

 

 

 

Report of Independent Registered Public Accounting Firm

F-2

 

 

Statements of Financial Position

F-3

 

 

Statements of Operations

F-4

 

Statements of Stockholders’ Equity

 

F-5

 

 

Statement of Cash Flows

F-6

 

 

Notes to Financial Statements

F-7

 

 

 


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


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