Amended Annual Report (10-k/a)
April 26 2016 - 12:50PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment #1
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal years ended
December 31, 2015
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to ____ to ______
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Commission File Number:
000-51815
WEYLAND TECH INC.
(formerly known as SERATOSA INC.)
(Exact name of registrant as specified in its charter)
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Delaware
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46-5057897
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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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9/F, The Wellington
198 Wellington Street
Central
Hong Kong HKSAR
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(Address of principal executive offices, including Zip Code)
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(852) 9316 6780
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(Registrants telephone number, including area code)
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Securities registered under Section 12 (b) of the Exchange Act:
None
Securities registered under Section 12 (g) of the Exchange Act: Common stock, $0.0001 par value (the Common Stock).
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [X] 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 [X] 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 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.
[X] 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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants 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, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
[ ] Yes [X] No
As of June 30, 2015 (the last business day of the registrants most recently completed second fiscal quarter), the aggregate market value of the shares of the registrants common stock held by non-affiliates (based upon the closing sale price of such shares as reported on the Pink Sheets Market) was approximately $995,549. Shares of the registrants common stock held by each executive officer and director and each person who owns 10% or more of the outstanding common stock have been excluded from the calculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
There were a total of 16,442,963 shares of the registrants common stock outstanding as of March 31, 2016.
DOCUMENTS INCORPORATED BY REFERENCE
None.
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Explanatory Note
The purpose of this Amendment No. 1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission on April 14, 2016, is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS
Financial Statements
The financial statements are set forth under Item 8 of this annual report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.
Exhibits
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Exhibit No.
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Description of Exhibit
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3.1
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Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Schedule 14C Information of the Company filed on September 1, 2015)
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4.1
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Share Purchase Agreement for 250,000 common shares of the Company issued to Soconison Ventures (incorporated by reference to Exhibit 99.1 of Form 8-K filed by the Company on November 25, 2014)
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10.1
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Executive Employment Agreement, dated December 20, 2012, by and between the Company and Mr. James Wang (incorporation by reference to Exhibit 10.1 of Form 8-K filed by the Company on December 21, 2012)
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31.1*
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Certificate pursuant to Rule 13a-14(a)
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31.2*
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Certificate pursuant to Rule 13a-14(a)
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32.1*
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Certificate pursuant to 18 U.S.C. Section 1350
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32.2*
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Certificate pursuant to 18 U.S.C. Section 1350
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Notes:
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*
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Filed herewith
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1
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 26th day of April, 2016.
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Weyland Tech, Inc.
(Registrant)
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By: /s/ Brent Y. Suen
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Brent Y. Suen
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/ Brent Y. Suen
Brent Y. Suen
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President and Chief Executive Officer
(Principal Executive and Financial Officer)
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April 26, 2016
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