x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Nevada
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98-0199508
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
x
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Page
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PART I
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2
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Item 1.
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Business
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2
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Item 1A.
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Risk Factors
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3
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Item 1B.
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Unresolved Staff Comments
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7
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Item 2.
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Properties
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7
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Item 3.
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Legal Proceedings
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7
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Item 4.
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Mine Safety Disclsoures
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7
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PART II
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8
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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8
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Item 6.
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Selected Financial Data
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9
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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9
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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11
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Item 8.
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Financial Statements and Supplementary Data
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12 |
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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13
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Item 9A.
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Controls and Procedures
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13
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PART III
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16
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Item 10.
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Directors, Executive Officers and Corporate Governance
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16
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Item 11.
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Executive Compensation
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20
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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22
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Item 13.
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Certain Relationships and Related Transactions
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23
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Item 14.
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Principal Accounting Fees and Services
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24
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PART IV
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25
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Item 15.
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Exhibits, Financial Statement Schedules
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25
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SIGNATURES
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26
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Item 1.
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Business
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Item 1A.
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Risk Factors |
Item 1B.
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Unresolved Staff Comments |
Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures |
Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
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Quarter Ended
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High Bid
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Low Bid
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March 31, 2011
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0.40
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0.40
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June 30, 2011
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0.45
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0.45
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September 30, 2011
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0.40
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0.40
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December 31, 2011
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0.40
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0.40
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March 31, 2012
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0.07
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0.07
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June 30, 2012
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0.08
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0.08
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September 30, 2012
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0.15
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0.05
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December 31, 2012
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0.25
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0.25
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Item 6.
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Selected Financial Data
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
.
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk.
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Report of Independent Registered Public Accountants Firm
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F-1 | |
Consolidated Balance Sheets
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F-2 | |
Consolidated Statement
s
of Operations and Comprehensive Loss
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F-3 | |
Consolidated Statements of Cash Flows
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F-4 | |
Consolidated Statements of Stockholders' Deficiency
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F-5 | |
Notes to Consolidated Financial Statements
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F-6 – F-19 |
Toronto, Ontario, Canada | Chartered Accountants |
April 18, 2013 | Licensed Public Accountants |
For the Year Ended
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For the Year Ended
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|||||||
December 31, 2012
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December 31, 2011
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|||||||
Revenue
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$ | 47,066 | $ | - | ||||
Total g
eneral and administrative
expenses
|
||||||||
Office supplies and miscellaneous expenses
|
68,635 | 24,675 | ||||||
Professional fees
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167,876 | 35,739 | ||||||
Rent
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23,919 | 43,676 | ||||||
Wages
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205,162 | 734,902 | ||||||
Total g
eneral and administrative
expenses
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465,592 | 838,992 | ||||||
Interest Expense
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12,322 | - | ||||||
Impairment loss on long-term investment (note 4)
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2,798,586 | |||||||
Total Expense
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(477,914 | ) | (3,637,578 | ) | ||||
Other income
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58 | 14 | ||||||
Loss from continuing operations
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(430,790 | ) | (3,637,564 | ) | ||||
Foreign currency translation adjustment
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1,613 | - | ||||||
Net loss and Comprehensive loss
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$ | (429,177 | ) | $ | (3,637,564 | ) | ||
- | ||||||||
Basic and diluted loss per common share
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(0.021 | ) | (0.845 | ) | ||||
Weighted average number of common
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||||||||
shares outstanding – basic and diluted
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20,143,212 | 4,306,118 |
For the Year Ended
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For the Year Ended
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|||||||
December 31, 2012
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December 31, 2011
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|||||||
Cash flows from operating activities:
|
||||||||
Net loss
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$ | (430,790 | ) | $ | (3,637,564 | ) | ||
Expenses and service costs assumed by shareholders
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46,850 | 769,378 | ||||||
Impairment loss on long-term investment (note 4)
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- | 2,798,586 | ||||||
Changes in non-cash working capital items:
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||||||||
Increase in accrued expenses
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27,091 | 28,739 | ||||||
Increase in other payable
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62,641 | |||||||
Increase in other receivables
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(1,614 | ) | (718 | ) | ||||
Net cash used in operating activities
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(295,822 | ) | (41,579 | ) | ||||
Cash flows from financing activities:
|
||||||||
Proceeds from short term loan
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79,282 | - | ||||||
Amount due to director
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49,767 | - | ||||||
Proceeds from issuance of common stock
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316,511 | 49,525 | ||||||
Net cash provided by financing activities
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445,560 | 49,525 | ||||||
Effect of exchange rate changes on cash
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1,613 | |||||||
Net increase in cash
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151,351 | 7,946 | ||||||
Cash, beginning of year
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7,946 | - | ||||||
Cash, ending of year
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$ | 159,297 | $ | 7,946 |
Common Shares | Preferred Stock |
Additional
Paid-in
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Accumulated
Other
Comprehensive
|
|
Total Stockholders’
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|||||||||||||||||||||||||||
Number
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Amount
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Number
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Amount
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Capital | Income | Deficit | Equity | |||||||||||||||||||||||||
$ |
$
|
$
|
$
|
$
|
$
|
|||||||||||||||||||||||||||
Balance at December 31, 2010
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995,655 | 996 | - | - | 2,359,863 | - | (2,360,859 | ) | - | |||||||||||||||||||||||
Net Loss
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- | - | - | - | - | - | (3,637,564 | ) | (3,637,564 | ) | ||||||||||||||||||||||
Expenses assumed by stockholders
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- | - | - | - | 51,148 | - | - | 51,148 | ||||||||||||||||||||||||
Issuance of 14,481,420 new shares for exchanging 566,813 shares of the common stock of China Wood (Note 4 and Note 8)
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14,481,420 | 14,481 | - | - | 5,051,357 | - | - | 5,065,838 | ||||||||||||||||||||||||
Issuance of new shares for investment from shareholders (Note 8)
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263,780 | 264 | - | - | 49,261 | - | - | 49,525 | ||||||||||||||||||||||||
Issuance of new shares to shareholders for expenses assumed (Note 8)
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2,812,923 | 2,813 | - | - | 715,417 | - | - | 718,230 | ||||||||||||||||||||||||
Balance at December 31, 2011
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18,553,778 | 18,554 | - | - | 8,227,046 | - | (5,998,423 | ) | 2,247,177 | |||||||||||||||||||||||
Net Loss
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- | - | - | - | - | - | (430,790 | ) | (430,790 | ) | ||||||||||||||||||||||
Foreign currency translation adjustment
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- | - | - | - | - | 1,613 | - | 1,613 | ||||||||||||||||||||||||
Expenses assumed by stockholders
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422,778 | 423 | - | - | 46,427 | - | - | 46,850 | ||||||||||||||||||||||||
Issuance for loan
collateral
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879,196 | 879 | - | - | (879 | ) | - | - | - | |||||||||||||||||||||||
Issuance of preferred stock in exchange of the common stock
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(28,092 | ) | (28 | ) | 28,092 | 28 | - | - | - | - | ||||||||||||||||||||||
Issuance of new shares to shareholder
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3,205,960 | 3,206 | 155,715 | 158,921 | ||||||||||||||||||||||||||||
Issuance of new shares to investor
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1,649,665 | 1,650 | 160,940 | 162,590 | ||||||||||||||||||||||||||||
Balance at December 31, 2012
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24,683, 2 85 | 24,684 | 28,092 | 28 | 8,589,249 | 1,613 | (6,429,213 | ) | 2,186,361 |
Note 1
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Nature of Business and Going Concern
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Note 2
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Summary of Significant Accounting Policies
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a)
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Consolidated Financial Statements
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b)
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Basis of Presentation
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c)
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Use of Estimates
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d)
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Financial Instruments |
·
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Level 1: inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
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·
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Level 2: inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.
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·
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Level 3: inputs to the valuation methodology are unobservable and significant to the fair value measurement.
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December 31
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||||||||||||||||
2012
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2011
|
|||||||||||||||
Carrying Value
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Estimated Fair Value
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Carrying Value
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Estimated Fair Value
|
|||||||||||||
Financial Assets
|
||||||||||||||||
Cash
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$ | 159,297 | 159,297 | $ | 7,946 | 7,946 | ||||||||||
Other receivables
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7,332 | 7,332 | 718 | 718 | ||||||||||||
Financial Liabilities
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||||||||||||||||
Short-term loan
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79,282 | 79,282 | - | - | ||||||||||||
Other payable
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62,641 | 62,641 | - | - | ||||||||||||
Amount due to director
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49,767 | 49,767 | - | - | ||||||||||||
Accrued Liabilities | 55,830 | 55,830 | 28,739 | 28,739 |
e)
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Cash |
f)
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Loss per Share |
g)
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Revenue Recognition
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h)
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Comprehensive Income
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i)
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Income Taxes
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j)
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Stock-Based Compensation
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k)
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Long-term investment
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l)
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Foreign currency exchange
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m)
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Recent Accounting Pronouncements
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Note 3
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Related Party Transactions
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Balance December 31, 2011
|
$
|
-
|
||
Add: 2012 Accrued payroll
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135,000
|
|||
Less 2012 Payments
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(30,229)
|
|||
Less 2012 Advance to director
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(55,004)
|
|||
Balance December 31, 2012
|
$
|
49,767
|
Note 4.
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Long-term investment
|
December 31,
|
December 31,
|
|||||||
2012
|
2011
|
|||||||
$
|
$
|
|||||||
Shares of Common Stock in China Wood Inc.
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5,065,838 | 5,065,838 | ||||||
Impairment loss
|
(2,798,586 | ) | (2,798,586 | ) | ||||
Net value
|
2,267,252 | 2,267,252 |
Note 5.
|
Short-term Loan
|
Note 6.
|
Supplemental Cash Flow Information
|
Years ended
|
||||||||
December 31,
|
||||||||
2012
|
2011
|
|||||||
Cash paid for:
|
||||||||
Interest
|
$ | 12,322 | $ | — | ||||
Income taxes (recovery)
|
$ | — | $ | — | ||||
Non-Cash transaction:
|
||||||||
Common shares issued to settle notes payable
|
$ | — | $ | — | ||||
Common shares issued but not paid for
|
$ | 5,000 | $ | — | ||||
Expenses paid by principal stockholders
|
$ | 46, 850 | $ | 769,378 |
Note 7.
|
Income Tax
|
a)
|
Current income tax
The income tax expense is reconciled as below:
|
2012
|
2011
|
|||||||
Net Loss
|
$ | 430,790 | $ | 3,637,564 | ||||
Statutory tax rate
|
35 | % | 35 | % | ||||
Income Tax at Statutory tax rate
|
150,777 | 1,273,147 | ||||||
Non-deductible expenses
|
(16,398 | ) | (1,230,886 | ) | ||||
Change in valuation allowance
|
(134,379 | ) | (42,262 | ) | ||||
Total tax expenses
|
- | - |
|
The Company accounts for income taxes under ASC 740. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Accounting standards require the consideration of a valuation allowance for deferred tax assets if it is "more likely than not" that some component or all of the benefits of deferred tax assets will not be realized.
No provision for income taxes has been provided in these consolidated financial statements due to the net loss for the years ended December 31, 2012 and 2011. The net operating loss will expire at various times to December 31, 2031.
|
b)
|
Deferred tax
|
2012
|
2011
|
|||||||
Non-capital losses carried forward
|
$ | 2,205,282 | $ | 1,821,342 | ||||
Statutory tax rate
|
35 | % | 35 | % | ||||
Income Tax at Statutory tax rate
|
771,849 | 637,470 | ||||||
Valuation allowance | (771,849 | ) | (637,470 | ) |
Note 8.
|
Capital Stock and Additional Paid-in Capital |
December 31, 2012
Number of shares
|
December 31, 2011
Number of shares
|
|||||||||||||||||||||||
Authorized
|
Outstanding
|
Amount
|
Authorized
|
Outstanding
|
Amount
|
|||||||||||||||||||
$ |
$
|
|||||||||||||||||||||||
Capital Stock
|
||||||||||||||||||||||||
Preferred stock, $0.001 par value
|
5,000,000 | 28,092 | 28 | 5,000,000 | - | - | ||||||||||||||||||
Common stock, $0.001 par value
|
100,000,000 | 24,683,285 | 23,805 | 100,000,000 | 18,553,778 | 18,554 | ||||||||||||||||||
Additional Paid-in Capital | 8,590,128 | 8,227,046 |
(a)
|
Preferred Stock
|
(b)
|
Common Stock
|
(c)
|
Stock-based Compensation payment
|
Issuance Date
|
Expected volatility
|
Risk-free rate
|
Expected term (years)
|
Dividend yield
|
||||||||||||
December 16, 2009
|
204.70 | % | 0.11 | % | 3 | 0.00 | % |
Note 9.
|
Risk Management |
(a)
|
Market risk
|
(b)
|
Liquidity risk
|
(c)
|
Credit Risk
|
Note 10.
|
Subsequent Events |
Item 9.
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
|
Item 9A.
|
Controls and Procedures.
|
(a)
|
Disclosure Controls and Procedures; Changes in Internal Control Over Financial Reporting
|
(b)
|
Management Report on Internal Control Over Financial Reporting
|
|
●
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Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
|
●
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Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
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●
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Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
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●
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The Company will add sufficient number of independent directors to the board and appoint an audit committee.
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●
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The Company will add sufficient knowledgeable accounting personnel to properly segregate duties and to effect a timely, accurate preparation of the financial statements.
|
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●
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Upon the hiring of additional accounting personnel, the Company will develop and maintain adequate written accounting policies and procedures.
|
Item 9B.
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Other Information.
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Item 10.
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Directors, Executive Officers and Corporate Governance.
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Name
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Age
|
Position
|
||
Tom Simeo
|
59
|
Director/CEO/Treasurer
|
||
Dr. Wei-Wei Zhang
|
|
56
|
Director
|
|
Jiyun Ge
|
37
|
Director/CFO*
|
||
Townsend Tang
|
36
|
Director**
|
||
Tejesh Srivastav
|
58
|
Director**
|
||
Guangfeng Yang
|
37
|
Director/CFO*
|
(1)
|
has filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing;
|
(2)
|
were convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
(3)
|
were the subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of the following activities:
|
|
(i)
|
acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;
|
|
(ii)
|
engaging in any type of business practice;
|
|
(iii)
|
engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws.
|
(4)
|
were the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;
|
(5)
|
were found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in such civil finding or find by the Securities and Exchange Commission has not been subsequently reversed, suspended or vacated;
|
(6)
|
were found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.
|
Item 11.
|
Executive Compensation
|
Name and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
Earnings
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
($)
|
Total
($)
|
|||||||||||||||||||||||||
Tom Simeo
|
2012
|
135,000 | 0 | 0 | 0 | 0 | 0 | 0 | 135,000 | |||||||||||||||||||||||||
|
2011
|
0 | 0 | 540,000 | 0 | 0 | 0 | 0 | 540,000 | |||||||||||||||||||||||||
We-Wei
|
2012
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
Zhang (1)
|
2011
|
0 | 0 | 6,250 | 0 | 0 | 0 | 6,250 | ||||||||||||||||||||||||||
Gordon
|
2012
|
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||
SanFu Lin (2)
|
2011
|
0 | 0 | 6,250 | 0 | 0 | 0 | 6,250 | ||||||||||||||||||||||||||
Jiyun Ge (3)
|
2012
|
15,634 | 0 | 2,000 | 0 | 0 | 0 | 17,634 |
1.
|
In conjunction with Dr. Wei-We Zhang becoming a director of the Company on August 26, 2011, he was issued 25,000 restricted shares of common stock.
|
2.
|
In conjunction with Mr. Gordon SanFu Lin becoming a director on October 20, 2011, he was issued 25,000 restricted shares of common stock.
|
3.
|
In conjunction with Ms. Ge becoming a director on March 29, 2012, she was issued 25,000 restricted shares of common stock.
|
Name
|
2011
Compensation
|
2012
Compensation
|
||||||
Tom Simeo
|
$ | 540,000 | (1) | $ | 0 | |||
We-Wei Zhang
|
$ | 6,250 | (2) | $ | 0 | |||
Gordon SanFu Lin
|
$ | 6,250 | (3) | $ | 0 | |||
Jiyun Ge
|
$ | 0 | $ | 2,000 | (4) | |||
Townsend Tang
|
$ | 0 | $ | 2,000 | (5) | |||
Tejesh Srivastav
|
$ | 0 | $ | 2,000 | (6) |
1.
|
2,160,000 shares of common stock in 2011.
|
2.
|
25,000 shares of common stock. See Narrative to Executive Compensation Table above for more information.
|
3.
|
25,000 shares of common stock. See Narrative to Executive Compensation Table above for more information.
|
4.
|
25,000 shares of common stock. See Narrative to Executive Compensation Table above for more information.
|
5.
|
In conjunction with Mr. Tang becoming a director on July 10, 2012, he was granted 25,000 of common stock.
|
6.
|
In conjunction with Mr. Srivastav becoming a director on July 10, 2012, he was granted 25,000 of common stock.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
|
Title of Class
|
Name & Address of Beneficial Owners
|
Amount & Nature
of Beneficial Ownership (1)
|
Percent of
Class (2)
|
|||||||
Common Stock, $0.001 par value
|
Viking Investments Group, LLC (Nevis)
|
16,294,719 | 66.0 | % | ||||||
Common Stock, $0.001 par value
|
Shenlin Xu
|
2,000,575 | 8.1 | % | ||||||
Common Stock, $0.001 par value
|
Tom Simeo
|
1,965,000 | 8.0 | % | ||||||
Series C Preferred Stock, $0.001 par value
|
Tom Simeo
|
28,092 | 100 | % | ||||||
Common Stock, $0.001 par value
|
Dr. Wei-Wei Zhang
|
25,000 | * | % | ||||||
Common Stock, $0.001 par value
|
Tejesh Srivastav
|
25,000 | * | % | ||||||
Common Stock, $0.001 par value |
Townsend Tang
|
25,000 | * | % | ||||||
Common Stock, $0.001 par value
|
Jiyun Ge
|
25,000 | * | % | ||||||
Common Stock, $0.001 par value
|
All officers and directors as a Group
|
18,359,791 | 74.4 | % |
1.
|
Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares of the Company’s common stock.
Tom Simeo has sole voting power over the shares owned by Viking Investments Group, LLC (Nevis).
|
2.
|
As of December 31, 2012, a total of
24,683,285
shares of the Company’s common stock are considered to be outstanding pursuant to SEC Rule 13d-3(d)(1). For each Beneficial Owner above, any options exercisable within 60 days have been included in the denominator.
On October 3, 2012, the Company issued 28,092 shares of preferred stock to the Chairman of the Company in exchange for the return the equal amount of shares of common stock, owned by the Chairman and deposited in a brokerage account, to the Company for cancellation. As of April 15, 2013, the Company’s transfer agent had still not received the 28,092 shares of common stock for cancellation, although the Chairman acknowledged his unconditional obligation to return the 28,092 shares of common stock to the Company and has arranged for his brokerage to do so. Thus the 28,092 shares of common stock which the Chairman is returning to the Company are considered as no longer issued and outstanding as of December 31, 2012, while the 28,092 shares of preferred stock are issued and outstanding as of that date.
|
Item 13.
|
Certain Relationships and Related Transactions
|
Amount due to Director:
|
||||
Balance December 31, 2011
|
$
|
-
|
||
Add: 2012 Accrued payroll
|
135,000
|
|||
Less 2012 Payments
|
(30,229)
|
|||
Net off 2012 Advance to director
|
(55,004)
|
|||
Balance December 31, 2012
|
$
|
49,767
|
Item 14.
|
Principal Accounting Fees and Services
|
|
|
Years Ended December 31,
|
|
|||||
Category
|
|
2012
|
|
|
2011
|
|
||
Audit Fees
|
|
$
|
33,950
|
|
|
$
|
37,850
|
|
Audit Related Fees
|
|
|
-
|
|
|
|
-
|
|
Tax Fees
|
|
|
-
|
|
|
|
-
|
|
All Other Fees
|
|
|
4,200
|
|
|
|
-
|
|
|
$
|
38,150
|
|
|
$
|
37,850
|
|
Item 15.
|
Exhibits, Financial Statement Schedules. |
Description
|
||
31.1
|
Certification of Principal Executive Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31.2
|
Certification of Principal Financial Officer required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
|
|
32.2
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18 U.S.C. 63
|
|
99.1
|
Guaranty and Repurchase Agreement dated April 11, 2012
|
|
99.2
|
Repurchase Agreement dated April 15, 2013
|
|
101.INS**
|
XBRL Instance Document
|
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
VIKING INVESTMENTS GROUP, INC.
(Registrant)
|
|
||
|
|
||
Date: April 18, 2013 | By: |
/s/ Tom Simeo
|
|
Tom Simeo
|
|
||
Chief Executive Officer, Director and
Treasurer
|
Date: April 18, 2013
|
By: |
/s
/ Guangfeng Yang
|
|
Guangfeng Yang
|
|
||
Chief Financial Officer & Director
|
1.
|
I have reviewed this annual report on Form 10-K of Viking Investments Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: April 18, 2013
|
By:
|
/s/ Tom Simeo
|
|
Chief Executive Officer
|
|||
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of Viking Investments Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: April 18, 2013
|
By:
|
/s/ Guangfeng Yang
|
|
Chief Financial Officer
|
|||
(Principal Accounting Officer)
|
(1)
|
the Annual Report on Form 10-K of the Company for the year ended December 31, 2012 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 18, 2013
|
By:
|
/s/ Tom Simeo
|
|
Chief Executive Officer
|
|||
(Principal Executive Officer)
|
(1)
|
the Annual Report on Form 10-K of the Company for the year ended December 31, 2012 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: April 18, 2013
|
By:
|
/s/ Guangfeng Yang
|
|
Chief Financial Officer
|
|||
(Principal Accounting Officer)
|