UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No.1)
(Mark One)
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2012
OR
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER: 000-52832
CHINA INTERNET CAFE HOLDINGS GROUP, INC.
(Exact Name of small business issuer as specified in its charter)
| Nevada | 98-0500738 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
#1707, Block A, Genzon Times Square, Longcheng Blvd, Centre City, Longgang District
Shenzhen, Guangdong Province, People’s Republic of China 518172
(Address of principal executive offices) (Zip Code)
Issuer’s telephone Number: 86-755-8989-6008
Not applicable
(Former Address)
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 ¨
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 x No ¨
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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ | Accelerated filer ¨ | |
| Non-accelerated filer ¨ (Do not check if a smaller reporting company) | 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 ¨ No x
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
As of August 13, 2012, there were 21,414,821 shares of $0.00001 par value common stock (the “Common Stock”) issued and outstanding.
Explanatory Note
This Amendment No. 1 to China Internet Café Holdings Group, Inc.’s (the “Company”) Quarterly Report on Form 10-Q for the period ended June 30, 2012 (“Form 10-Q”), as filed with the Securities and Exchange Commission on August 14, 2012, is being filed solely to furnish Exhibits 101 to the Form 10-Q as required by Rule 405 of Regulation S-T. Exhibits 101 to this Amendment No. 1 to Form 10-Q furnish the following items in Extensible Business Reporting Language: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income and Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) the Notes to the Company’s Consolidated Financial Statements.
No changes have been made to the Form 10-Q other than the furnishing of Exhibits 101 described above. This Amendment No. 1 to Form 10-Q does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.
PART II - OTHER INFORMATION
Item 6. Exhibits.
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-K.
| Exhibit No. | Description | |
| 2.1(1) | Form of Share Exchange Agreement, dated July 2, 2010, among the Company, Classic Bond Development Limited and its shareholders. | |
| 3.1(2) | Articles of Incorporation of the Company | |
| 3.2(2) | Bylaws of the Company |
| 3.3(3) | Amended and Restated Bylaws, adopted on July 30, 2010 | |
| 3.4(6) | Certificate of Designations Preferences and Rights of the 5% Series A Convertible Preferred Stock of China Internet Café Holdings Group, Inc. | |
| 4.1(1) | Form of Cancellation Agreement, dated July 2, 2010, among the Company and certain shareholders. | |
| 4.2(2) | Specimen Stock Certificate | |
| 10.1(1) | Management Consulting Service Agreement, dated June 11, 2010, among Zhonghefangda, Junlong and Junlong’s shareholders. | |
| 10.2(1) | Equity Pledge Agreement, dated June 11, 2010, among Zhonghefangda, Junlong and Junlong’s shareholders. | |
| 10.3(1) | Option Agreement, dated June 11, 2010, among Zhonghefangda, Junlong and Junlong’s shareholders. | |
| 10.4(1) | Proxy Agreement, dated June 11, 2010, among Zhonghefangda, Junlong and Junlong’s shareholders. | |
| 10.5(1) | English Translation of Employment Agreement, dated April 1, 2009, between Junlong and Tu Fan. | |
| 10.6(1) | English Translation of Form of Non-disclosure and Non-competition Agreement, dated March 11, 2010, between Junlong and its employees. | |
| 10.7(1) | English Summary of Loan Agreement, dated October 23, 2009, between Junlong and Shenzhen Branch of China Construction Bank. | |
| 10.8(1) | English Summary of Guaranty Contract of Maximum Amount, dated October 23, 2009, between Dishan Guo and Shenzhen Branch of China Construction Bank. | |
| 10.9(1) | English Summary of Purchase Agreement, dated June 7, 2010, between Junlong and Shenzhen SEG Industrial Investment Co., Ltd. | |
| 10.10(1) | English Summary of Lease Contract, dated September 1, 2006, between Junlong and Zou Zhiwei. | |
| 10.11(1) | English Summary of Lease Contract, dated December 15, 2009, between Junlong and Hao Changsheng | |
| 10.12(5) | Lease contract re: No. 1 Xinxin Garden, Fangjicun, Xudong Road, Wuchang, Wuhan, Hubei Province, China 430062 between the Company and Xuezheng Yuan. |
| 10.13(6) | Securities Purchase Agreement, dated February 22, 2011, by and among China Internet Café Holdings Group, Inc. and Investors identified therein | |
| 10.14(6) | Registration Rights Agreement, dated February 22, 2011 | |
| 10.15(6) | Securities Escrow Agreement, dated February 22, 2011 | |
| 10.16(6) | Lock-up Agreement, dated February 22, 2011 | |
| 10.17(6) | Form of Series A Warrant | |
| 10.18(6) | Form of Series B Warrant | |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1(7) | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS (8) | XBRL Instance Document |
| 101.SCH(8) | XBRL Taxonomy Extension Schema Document | |
| 101.PRE(8) | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 101.CAL(8) | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB(8) | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.DEF(8) | XBRL Taxonomy Extension Definition Linkbase Document |
(1) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on July 9, 2010.
(2) Incorporated by reference to our Registration Statement on Form SB-2 filed on August 30, 2006.
(3) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on August 3, 2010.
(4) Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on June 30, 2008.
(5) Incorporated by reference to our Annual Report on Form 10-K filed with the SEC on September 28, 2010.
(6) Incorporated by reference to our Current Report on Form 8-K filed with the SEC on February 23, 2011.
(7) The Exhibits attached to this Form 10-Q/A shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
(8) Attached as Exhibits 101 to this report are the following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income and Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements. The XBRL-related information in Exhibits 101 to this Amendment No. 1 to Quarterly Report on Form 10-Q/A shall not be deemed “filed” or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and is not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of those sections.
SIGNATURES
Pursuant to the requirements of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CHINA INTERNET CAFE HOLDINGS GROUP, INC. | |
| Date: August 16, 2012 | |
| /s/ Dishan Guo | |
| Dishan Guo | |
| Chief Executive Officer, President (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) |