UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q/A
Amendment No. 1

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the quarterly period ended December 31, 2016
   
[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from                                       to

333-188152
Commission File Number
 
MJP INTERNATIONAL LTD.
(Exact name of registrant as specified in its charter)
   
Nevada
33-1229553
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
3006 E. Goldstone Drive, Suite 218,
Meridian, ID
 
83642
(Address of principal executive offices)
(Zip Code)
 
(208) 231–1606
(Registrant’s  telephone number, including area code)
 
 
(Former name, former address and former fiscal year, if changed since last report)

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.

 
 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 [ ]

 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]
(Do not check if a smaller reporting company)
     
 
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 filed all documents and reports required to be filed by Section 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

12,970,000 common shares issued and outstanding as of February 16, 2017.
(Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.)


 
 
 

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) of MJP International Ltd. for the six months ended December 31, 2016 is being submitted solely to file Exhibits 101 to the Form 10-Q in accordance with Rule 405 of Regulation S–T.

This Amendment speaks as of the filing date of the original Form 10-Q (the "Filing date"), does not reflect events that may have occurred subsequent to the Filing date, and does not modify or update in any way disclosures made in the Form 10-Q as filed February 21, 2017.

 
TABLE OF CONTENTS
 
   
Page
 
PART I – Financial Information
 
Item 1.
Financial Statements
  3
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
  17
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
  24
Item 4.
Controls and Procedures
  24
     
 
PART II – Other Information
 
Item 1.
Legal Proceedings
  25
Item 1A.
Risk Factors
  25
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
  25
Item 3.
Defaults Upon Senior Securities
  25
Item 4.
Mine Safety Disclosures
  25
Item 5.
Other Information
  25
Item 6.
Exhibits
  25
 
Signatures
  26

 
2
 

Item 6.                 Exhibits
 
Exhibit Number
Description
(3)
Articles of Incorporation and Bylaws
3.1
Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on April 26, 2013).
3.2
Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on April 26, 2013).
(31)
Rule 13a-14(a)/15d-14(a) Certification
31.1*
Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
(32)
Section 1350 Certifications
32.1*
Section 906 Certification under Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
101 *
Interactive Data Files
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

*
Filed herewith.
 

 
3
 
 
SIGNATURES
 
 
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
   
MJP INTERNATIONAL LTD.
   
(Registrant)
     
Dated:  February 22, 2017
By:
/s/ Liao Zu Guo
   
Liao Zu Guo
   
President, Chief Executive Officer and Director
   
(Principal Executive Officer, Principal Financial
   
Officer and Principal Accounting Officer)
 

 
4
 

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