10-Q/A - KPEA - Equibles

U.S.

SECURITIES AND EXCHANGE COMMISSION

Washington,

D.C. 20549

Form

10-Q/A

Mark

One

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2022

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from ______ to _______

Commission

File No. 333-169805

KUN

PENG INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

CX

NETWORK GROUP, INC.

(Formerly Known As)

Nevada	EIN 32-0538640
(State<br> or Other Jurisdiction of	(IRS<br> Employer
Incorporation<br> or Organization)	Identification<br> Number)

1F,Building 3, No. 1001, Huihe South Street

BanbidianVillage

GaobeidianTown, Chaoyang District

Beijing,PRC ### 100025

(Address of principal executive offices)

+86

-1087227012

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer ☐	Accelerated<br> filer ☐
Non-accelerated<br> filer ☒	Smaller<br> reporting company ☒
	Emerging<br> growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes ☐ No ☒

As

of August 15, 2022, the registrant had 40,000,000 shares of common stock issued and outstanding.

EXPLANATORY

NOTE

Kun Peng International Ltd. (the “Company”) is filing this Amendment No. 1 (this “Amendment”) on Form 10-Q/A to amend its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the Securities and Exchange Commission on August 15, 2022 (the “Original 10-Q”), for the purpose of filing Exhibits 31.1, 31.2, 32.1 and 32.2, which were inadvertently omitted from the Original 10-Q.

This Amendment does not reflect events occurring after the date of the filing of the Original 10-Q or modify or update any of the other disclosures contained therein in any way. Accordingly, this Amendment should be read in conjunction with the Original 10-Q. This Amendment consists solely of the preceding cover page, this Explanatory Note, the Exhibit Index, the signature page and Exhibits 31.1, 31.2, 32.1 and 32.2.

Exhibit
Number	Description
31.1	Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
31.2	Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
32.1	Certification of Chief Executive Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act
32.2	Certification of Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	KUN PENG INTERNATIONAL LTD
Date:<br> August 16, 2022	By:	/s/ Zhuang Richun
		Zhuang<br> Richun, President
Date:<br> August 16, 2022	By:	/s/ Zhang Yuanyuan
		Zhang<br> Yuanyuan, Chief Financial Officer

EXHIBIT31.1

CERTIFICATIONPURSUANT TO

SECTION302 OF THE SARBANES-OXLEY ACT OF 2002

I, ZHUANG Richun, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Kun Peng International Ltd. (the “Company”);

2. Based on my knowledge, this Quarterly 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 Quarterly Report;

3. Based on my knowledge, the financial statements, and other financial information included in this Quarterly Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Quarterly Report;

4. I am 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 Company 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 Company, including its consolidated subsidiaries, 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 financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the Company’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 evaluations; and

d. disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the Quarterly Report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

5. I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing the equivalent function):

a. all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Company’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 Company’s internal controls over financial reporting.

Date:<br> August 15, 2022	/s/ Zhang Richun
	Zhuang<br> Richun, President

EXHIBIT31.2

CERTIFICATIONPURSUANT TO

SECTION302 OF THE SARBANES-OXLEY ACT OF 2002

I, ZHANG Yuanyuan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Kun Peng International Ltd. (the “Company”);

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting.

Date:<br> August 15, 2022	/s/ Zhang Yuanyuan
	Zhang<br> Yuanyuan, Chief Financial Officer

EXHIBIT32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Kun Peng International Ltd., a Nevada corporation (the “Corporation”), does hereby certify, to such officer’s knowledge, that:

(1) The Quarterly Report on Form 10-Q/A for the fiscal quarter ended June 30, 2022 (the “Form 10-Q/A”) of the Corporation fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

(2) The information contained in the Form 10-Q/A fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Date:<br> August 15, 2022	/s/ Zhang Richun
	Zhuang<br> Richun, President

EXHIBIT32.2

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

(2) The information contained in the Form 10-Q/A fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

Date:<br> August 15, 2022	/s/ Zhang Yuanyuan
	Zhang<br> Yuanyuan, Chief Financial Officer