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ForceField Energy Inc. – ‘10-K/A’ for 5/31/10

On:  Tuesday, 5/3/11, at 11:33am ET   ·   For:  5/31/10   ·   Private-to-Public:  Document/Exhibit  –  Release Delayed   ·   Accession #:  1144204-11-25697   ·   File #:  0-54312

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/03/11  ForceField Energy Inc.            10-K/A5/31/10    4:74K                                    Toppan Vintage/FA

Amendment to Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report                          HTML     35K 
 4: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML      9K 
 2: EX-31       Certification -- SOA'02 §302                        HTML     14K 
 3: EX-32       Certification -- SOA'02 §906                        HTML      7K 


‘10-K/A’   —   Amendment to Annual Report


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 2


x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended May 31, 2010

¨
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from _________ to ________

Commission file number:     333-145910

SunSi Energies Inc.
(Exact name of registrant as specified in its charter)

Nevada
20-8584329
(State or other jurisdiction of incorporation or
organization)
(I.R.S. Employer Identification No.)
45 Main Street, Suite 309 Brooklyn, New York
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number:  646-205-0291

Securities registered under Section 12(b) of the Exchange Act:

Title of each class
Name of each exchange on which registered
None
not applicable

Securities registered under Section 12(g) of the Exchange Act:

Title of each class
Name of each exchange on which registered
None
not applicable

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

Indicate by checkmark whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 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 ¨ 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 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer ¨
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

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. $26,931,250

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.  27,431,000 as of August 16, 2010

DOCUMENTS INCORPORATED BY REFERENCE

None.
 


 
 
 

 
 
EXPLANATORY NOTE

SunSi Energies Inc. (the “Company” or “SunSi”) is filing this Form 10-K/A Amendment No. 2 to add Exhibits 10.4, 10.5 and 10.6 to Part IV, Item 15. Exhibits, to its Annual Report on Form 10-K for the year ended May 31, 2010 that was originally filed on August 30, 2010, as amended by Form 10-K/A Amendment No. 1 as filed on March 23, 2011 (collectively the “Original Annual Report”), in response to comments received from the Securities and Exchange Commission (the “SEC”) regarding the Original Annual Report as part of the SEC’s comment letter dated May 2, 2011. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, currently dated certifications by the Company’s principal executive officer and principal financial officer are being provided as exhibits to this Form 10-K/A.

The Original Annual Report has been revised solely to reflect the changes above. This Form 10-K/A speaks only as of the date the Original Annual Report was filed, and the Company has not undertaken herein to amend, supplement or update any information contained in the Original Annual Report to give effect to any subsequent events. Accordingly, this Form 10-K/A should be read in conjunction with the Original Annual Report and the Company’s other reports filed with the SEC subsequent to the filing of the Original Annual Report, including any amendments to those filings.

 
 

 
 
PART IV

Item 15.    Exhibits, Financial Statement Schedules

See Exhibit Index below.
 
 
 

 
 
SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
SUNSI ENERGIES INC.
 
       
 
By:
   
     
     
   
Chief Executive and Financial Officer
 
     

In accordance with Section 13 or 15(d) of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

By:
 
   
 
 
Director
 
 
   
 
 
Secretary and Director
 
 
   
/s/ David Natan                                                   
 
 
Chief Executive and Financial Officer, Director
 
 
   

 
 

 
   
EXHIBIT INDEX

Exhibit
Number
 
Description
     
10.4
 
Zibo Baokai Commerce and Trade Co., Ltd. Articles of Association (1)
10.5
 
Joint Venture Contract by and between Sunsi Energies Hong Kong Limited and Song Yihua regarding Zibo Baokai Commerce and Trade Co., Ltd. (2)
10.6
 
Equity Transfer Agreement by and among Song Yihua, Zhou Shengli, Zhang Chengyi and Sunsi Energies Hong Kong Limited for the sale and purchase of the 90% equity interests
in Zibo Baokai Commerce and Trade Co., Ltd. (3)
31
 
Certification of Chief Executive Officer and Chief Financial pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1)  
Incorporated by reference to Exhibit 10.1 of the Company’s quarterly report on Form 10-Q for the quarter ended February 28, 2011 as filed on April 18, 2011 with the SEC.
(2)  
Incorporated by reference from Exhibit 10.2 of the Company’s quarterly report on Form 10-Q for the quarter ended February 28, 2011 as filed on April 18, 2011 with the SEC.
(3)  
Incorporated by reference from Exhibit 10.3 of the Company’s quarterly report on Form 10-Q for the quarter ended February 28, 2011 as filed on April 18, 2011 with the SEC.
 
 
 

 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K/A’ Filing    Date    Other Filings
Filed on:5/3/11
5/2/11UPLOAD
4/18/1110-Q
3/23/1110-K/A,  10-Q/A,  8-K/A,  CORRESP
2/28/1110-Q,  CORRESP,  NT 10-Q
8/30/1010-K
8/16/10
For Period End:5/31/1010-K,  10-K/A
 List all Filings 
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Filing Submission 0001144204-11-025697   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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