UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO. 1
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the transition period from to
------------ -------------
Commission file number: 333-49388
CHINA WIRELESS COMMUNICATIONS, INC.
----------------------------------------------
(Name of small business issuer in its charter)
Nevada 91-1966948
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1746 Cole Boulevard, Suite 225, Golden, Co 80401-3210
-----------------------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 303-277-9968
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: None
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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 [ ]
Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $35,372
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 sold, or the average bid and asked price of such common equity, as of a
specified date within the past 60 days: $ 18,693,150 as of April 7, 2004
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 29,208,048 as of April 7, 2004.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
EXPLANATORY NOTE
China Wireless Communications, Inc. is filing this amendment to its annual
report on Form 10-KSB for the year ended December 31, 2003 solely for the
purpose of revising the List of Exhibits in Item 15(c) of the Form 10-KSB,
filing certain exhibits and revising the Exhibit Index. As originally filed, the
List of Exhibits inadvertently omitted certain documents. The List of Exhibits
contained herein includes the exhibits required by Item 601 of Regulation S-B
for a Form 10-KSB filing, and documents not incorporated by reference are filed
as exhibits herewith as reflected in the Exhibit Index.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
--------------------------------------------------------------------------------
Regulation
S-B Number Exhibit
--------------------------------------------------------------------------------
2.1 Share Exchange Agreement dated as of March 17, 2003 by and
between i-Track, Inc. and Strategic Communications Partners,
Inc. (1)
--------------------------------------------------------------------------------
3.1 Articles of Incorporation (2)
--------------------------------------------------------------------------------
3.2 Bylaws (2)
--------------------------------------------------------------------------------
3.3 Certificate of Amendment to Articles of Incorporation (3)
--------------------------------------------------------------------------------
10.1 Promissory Note, dated June 27, 2003 in the amount of
$20,000, payable to Henry Zaks.
--------------------------------------------------------------------------------
10.2 Promissory Note, dated July 31, 2003 in the amount of
$30,000, payable to Henry Zaks.
--------------------------------------------------------------------------------
10.3 Investment Contract between Goldvision Technologies Ltd and
SCP dated December 18, 2002. (4)
--------------------------------------------------------------------------------
10.4 Extension Agreement to Investment Contract between
Goldvision Technologies Ltd. and the Company dated August
5, 2003.
--------------------------------------------------------------------------------
10.5 Employment Agreement dated March 25, 2003 with Phillip
Allen. (4)
--------------------------------------------------------------------------------
10.6 Employment Agreement dated March 25, 2003 with Brad A.
Woods. (4)
--------------------------------------------------------------------------------
10.7 Separation & Voting Trust Agreement with Philip Allen.
--------------------------------------------------------------------------------
10.8 Agreement between the Company and Bellador Advisory
Services, Ltd. dated October 22, 2003.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Regulation
S-B Number Exhibit
--------------------------------------------------------------------------------
10.9 Agreement between the Company and China Netcom Group Beijing
Company dated September 1, 2003.
--------------------------------------------------------------------------------
16.2 Letter from Edwards, Melton, Ellis, Koshiw & Company, P.C.
dated January 20, 2003. (5)
--------------------------------------------------------------------------------
16.3 Letter from the Rehmann Group, dated February 19, 2003. (6)
--------------------------------------------------------------------------------
16.4 Letter from Moores Rowland, dated May 14, 2003. (7)
--------------------------------------------------------------------------------
21* Subsidiaries of the registrant
--------------------------------------------------------------------------------
31.1* Certification Pursuant to Rule 13A-14 or 15D-14 of the
Securities Exchange Act of 1934, as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
--------------------------------------------------------------------------------
32.1* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
--------------------------------------------------------------------------------
* Previously Filed
----------------
(1) Incorporated by reference to the exhibits to the registrant's current
report on Form 8-K dated March 17, 2003.
(2) Incorporated by reference from the exhibits to the Registration Statement
on Form SB-1 filed on November 6, 2000, File No. 333-49388.
(3) Incorporated by reference to the exhibits to the registrant's current
report on Form 8-K dated March 22, 2003.
(4) Incorporated by reference to the exhibits to the registrant's annual report
on Form 10-KSB for the year ended December 31, 2002.
(5) Incorporated by reference to the exhibits to the registrant's current
report on Form 8-K dated January 20, 2003.
(6) Incorporated by reference to the exhibits to the registrant's current
report on Form 8-K dated February 19, 2003.
(7) Incorporated by reference to the exhibits to the registrant's current
report on Form 8-K dated May 14, 2003.
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.
CHINA WIRELESS COMMUNICATIONS, INC.
Date: April 22, 2004 By: /s/ BRAD WOODS
-----------------------------------------
Brad Woods
Interim President (Principal Executive
Officer) and Chief Financial Officer
(Principal Financial and Accounting
Officer)
In accordance with 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.
Signature Title Date
/s/ BRAD WOODS Interim President (Principal April 22, 2004
----------------------- Executive Officer) and Chief
Brad Woods Financial Officer (Principal
Financial and Accounting Officer)
/s/ HENRY ZAKS Director April 22, 2004
-----------------------
Henry Zaks
/s/ ALLAN RABINOFF Director April 22, 2004
-----------------------
Allan Rabinoff