Amended Annual Report (10-k/a)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

Amendment No. 1

 

☒  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2017

 

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______________________to _______________________

 

Commission File No. 333-130937

 

CHINA TELETECH HOLDING, INC.

(Exact name of registrant as specified in its charter)

 

Florida		59-3565377
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

 

Bao’an District, Guanlan Area, Xintian,
Jun’xin Industrial Zone Building No. 9, 10,
Shenzhen, Guangdong, China		518810
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

Securities registered under Section 12(b) of the Act: None

 

Securities registered under Section 12(g) of the Act: None

 

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

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 ☒

 

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 ☐

 

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☐ No ☒

 

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. ☐

 

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	☒
Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) Yes ☒ No ☐

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2016: $442,541.33.

 

As of March 20, 2017, the registrant had 173,663,776 shares of its common stock outstanding.

 

Documents Incorporated by Reference: None.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-K/A (Amendment No. 1) is being filed to amend our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 (Original Filing), filed with the U.S. Securities and Exchange Commission on April 2, 2018 (Original Filing Date). The sole purpose of this Amendment No. 1 is to 1) have our auditor to revise their audit report to comply with PCAOB AS 3101, the Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion; and 2) correct a typo in the previously filed report of Item Item 15 Exhibits, Financial Statement Schedules (a)(1), which inadvertently typed “Centurion ZD CPA Limited”, instead of “Yu Certified Public Accountant, P.C.”, for the “Report of Independent Registered Public Accounting Firm”.

 

Except as described above, no changes have been made to the Original Filing and this Amendment No. 1 does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Amendment No. 1 does not reflect events that may have occurred subsequent to the Original Filing Date.

 

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.

 

1

 

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

(a) The following documents are filed as part of this report:

 

(1) Financial Statements and Report of Independent Registered Public Accounting Firm, which are set forth in the index to Consolidated Financial Statements on pages F-1 through F-17 of this report.

 

Report of Independent Registered Public Accounting Firm - Yu Certified Public Accountant, P.C.	5
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Shareholders’ Equity	F-5
Consolidated Statements of Cash Flows	F-6
Notes to Consolidated Financial Statements	F-7

 

(2) Financial Statement Schedule: None.

 

2

 

 

(3) Exhibits

 

Exhibit No.		Description
2.1		Share Exchange Agreement with Jinke (12)
2.2		Share Exchange Agreement with Kuncheng dated November 15, 2016 (13)
3.1		Articles of Incorporation (1)
		Amendment to Articles of Incorporation (1)
3.2		Bylaws (1)
3.3		Certificate of Amendment to Articles of Incorporation. (9)
10.1		Securities Purchase Agreement (2)
10.2		Registration Rights Agreement (2)
10.3		Subsidiary Guarantee (2)
10.4		Security Agreement (2)
10.5		Form of Senior Secured Convertible Debenture (2)
10.6		Form of Common Stock Purchase Warrant (2)
10.7		Amendment Agreement among the Company and certain investors, dated February 21, 2008 (3)
10.8		Share Transfer Agreement between Huantong Telecom Singapore Company Pte. Ltd. and TCAM Technology Pte.  Ltd., dated February 14, 2008 (4)
10.9		Share Transfer Agreement between Global Telecom Holdings Limited and Guangzhou Renwoxing Telecom, dated July 29, 2008 (5)
10.10		Amendment Agreement between the Company and certain investors, dated November 3, 2008 (6)
10.11		Settlement Agreement, dated December 29, 2009 (7)
10.12		Settlement Agreement, dated November 28, 2011 (8)
10.13		Share Exchange Agreement, by and among the Company, CTL and the former shareholders of CTL. (9)
10.14		Employment Agreement with Ms. Yu Effective as of March 5, 2013(10)
10.15		Cooperation Agreement with Shenzhen Jinke Energy Development Co., Ltd., dated as of June 30, 2014 (11)
10.16		Mutual Rescission Agreement dated November 15, 2016 by and among the Company, Liu Guangyuan and Jinke (13)
10.17		Share Transfer Agreement with Wee San Chuan, Francis, dated January 1, 2015
10.18		Employment Agreement with Jane Yu dated September 30, 2016
10.19		Mutual Recission Agreement Dated December 22, 2017 by and among China Teletech Holding Inc., Liaoning Kuncheng Education Investment Co., Ltd., and Kunyuan Yang
21.1		List of Subsidiaries

 

3

 

 

31.1		Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certifications of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350*
32.2		Certifications of CFO pursuant to 18 U.S.C. Section 1350*
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Schema
101.CAL		XBRL Taxonomy Calculation Linkbase
101.DEF		XBRL Taxonomy Definition Linkbase
101.LAB		XBRL Taxonomy Label Linkbase
101.PRE		XBRL Taxonomy Presentation Linkbase

 

*In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed.

 

(1)	Incorporated by reference to Form SB-2 filed on January 6, 2006.
(2)	Incorporated by reference to Form 8-K/A filed on August 8, 2007.
(3)	Incorporated by reference to Form 8-K filed on February 28, 2008.
(4)	Incorporated by reference to Form 8-K filed on March 11, 2008.
(5)	Incorporated by reference to Form 8-K filed on July 31, 2008.
(6)	Incorporated by reference to Form 8-K filed on November 5, 2008.
(7)	Incorporated by reference to the Form 8-K filed on January 4, 2010.
(8)	Incorporated by reference to the Form 8-K filed on December 1, 2011.
(9)	Incorporated by reference to the Form 8-K filed on April 5, 2012.
(10)	Incorporated by reference to the Form 8-K filed on March 27, 2013
(11)	Incorporated by reference to the Form 8-K filed on August 8, 2014.
(12)	Incorporated by reference to the Form 8-K filed on January 29, 2015.
(13)	Incorporated by reference to the Form 8-K/A filed on November 15, 2016.

 

4

 

 

 

Yu Certified Public Accountant, P.C.

Professionalism, Expertise, Integrity

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  

To the Board of Directors and Shareholders of
PBG Water Solutions International Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of PBG Water Solutions International Inc. (the “Company”) as of December 31, 2017 and 2016, and the related statements of operations, changes in stockholders’ deficits and statements of cash flows, for the year ended December 31, 2017 and the period from August 4, 2016 (incorporation date) to December 31, 2016, and the related notes (collectively referred to as the financials statements). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PBG Water Solutions International Inc. as of December 31, 2017 and 2016, and the results of their operations and their cash flows, for the year ended December 31, 2017 and the period from August 4, 2016 (incorporation date) to December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

 

Emphasis of Matter - Going Concern

 

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, although the Company has limited operations it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

  

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. We believe that our audits provide a reasonable basis for our opinion.

   

/s/ Yu Certified Public Accountant P.C.

 

We have served as the Company's auditor since 2018.

 

New York, New York

May 14, 2018

 

Certified Public Accountants

99 Madison Avenue, Suite 601, New York NY 10016

Tel: [phone]

Email: [e-mail]

5

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

	CHINA TELETECH HOLDING, INC.
Date: June 25, 2018	By:	/s/ Dongsheng Lian
		Dongsheng Lian
		Chief Executive Officer
		(Principal Executive Officer)
Date: June 25, 2018	By:	/s/ Wei Wei
		Wei Wei
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

 

 

6