UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K /A


(Amendment No. 2)





(Mark One)





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





For the fiscal year ended December 31, 2011





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





For the transition period from ___________to ___________





Commission File No. 000-27195





GSP-2, INC.


(Name of small business issuer in its charter)





Nevada

27-3120288(State or other jurisdiction of

(IRS Employer Identification No.)incorporation or organization)Gongzhuling State Agriculture Science and Technology Park, location of 998 kilometers, Line 102,

Gongzhuling city, Jilin province, China(Address of principal executive offices)

(Zip Code)





+86-434-627-8415


(Registrant’s telephone number, including area code)





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





Title of each class registered:

Name of each exchange on which registered:None

None





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





Common Stock, $0.001 par value


(Title of class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.





Yes o  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 o  No x





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 o  No o





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 o










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 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
o
Accelerated filer
oNon-accelerated filer
x
Smaller reporting company
o(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 Act).





Yes o  No x





As of March 30, 2012, the registrant had 14,208,880 shares of its common stock outstanding.





Documents Incorporated by Reference: None.









EXPLANATORY NOTE





This Amendment No. 2 (“Amendment No. 2 ”) to the Annual Report on Form 10-K of GSP-2, Inc. (together with its subsidiaries, the “Company,” “we,” “our” or “us”) for the fiscal year ended December 31, 2011 as filed with the Securities and Exchange Commission (“SEC”) on March 30, 2012 and subsequently amended on April 5, 2012 (the “2011 Annual Report”), is being filed to incorporate the Company’s revisions and responses pursuant to a certain comment letter from the staff of the SEC dated May 18, 2012 (the “SEC Comment Letter”).





As required by Rule 12b-15 of the Securities Exchange Act of 1934, new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment No.  2.





This Amendment No. 2 does not affect any other portion of the 2011 Annual Report. Additionally, except as specifically referenced herein, this Amendment No. 2 does not reflect any event occurring after March 30, 2012, the filing date of the 2011 Annual Report.









ITEM 9A.CONTROLS AND PROCEDURES.





Disclosure Controls and Procedures





As required by Rule 13a-15 under the Exchange Act, our management, including Yushsan Wei, our chief executive officer, and Yuejun Li, our chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2011.





Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.





Management conducted its evaluation of disclosure controls and procedures under the supervision of our chief executive officer and our chief financial officer. Based on that evaluation, Mr. Wei and Mr. Li concluded that our disclosure controls and procedures were not effective as of December 31, 2011.





Management’s Report on Internal Control over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act.  Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”).   Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2011. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework.  During our assessment of the effectiveness of internal control over financial reporting as of December 31, 2011, management identified significant deficiencies related to (i) the U.S. GAAP expertise of our internal accounting staff, (ii) our internal audit functions and (iii) a lack of segregation of duties within accounting functions. Our management concluded that there is a material weakness in our internal control over financial reporting as of December 31, 2011. The material weakness identified did not result in the restatement of any previously reported financial statements or any related financial disclosure, nor does management believe that it had any effect on the accuracy of the Company’s financial statements for the current reporting period. A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Based on the above, our management concluded that our internal control over financial reporting was ineffective at December 31, 2011.





In order to correct the foregoing deficiencies, we have taken the following remediation measures:





●
We have engaged an outside consulting firm to help us on U.S. GAAP reporting compliance. We are also actively seeking a qualified accountant with U.S. GAAP experience to oversee and manage our financial reporting process and the required training of our accounting staff.





●
We are currently evaluating the need for the establishment of effective internal audit functions, however, due to the scarcity of qualified candidates with extensive experience in U.S. GAAP reporting and accounting in the region, we might decide to outsource the function to an outside party.





●
Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible and we have not been able to take steps to improve our internal controls over financial reporting. We do, however, expect to take steps to implement this plan during the next 12 months.





Auditor Attestation





This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report, due to the fact that we are a smaller reporting company.




1





Changes in Internal Controls over Financial Reporting





There were no changes in our internal control over financial reporting, identified in connection with the evaluation of such internal control that occurred during the fourth quarter of our last fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





This Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.




Item 15.Exhibits





Exhibit Number

Description10.1

RMB Credit Line Loan Agreement(1)10.2

RMB Credit Line Loan Highest Amount Guarantee Agreement(1)10.3

Short Term Loan Guarantee Agreement between Jilin Province Credit Guarantee Investment Co., Ltd. Siping Heat Exchanger Industrial Branch and Jilin Hengchang Agriculture Development Co., Ltd.(1)10.4

Hybrid Corn Seeds Appointed Production Contract(1)10.5

Corn Sales Contract between Jilin Hengchang Agriculture Development Co., Ltd.  and Liuzhou Grain Liuzhou Zhuang Autonomous Region Grain Storage Center(1)31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
*
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 2002.101.INS
+
XBRL Instance Document101.SCH
+
XBRL Taxonomy Schema101.CAL
+
XBRL Taxonomy Calculation Linkbase101.DEF
+
XBRL Taxonomy Definition Linkbase101.LAB
+
XBRL Taxonomy Label Linkbase101.PRE
+
XBRL Taxonomy Presentation Linkbase





(1)
Included as an exhibit to the Annual Report on Form 10-K filed on March 30, 2012 and incorporated herein by reference.*
Furnished herewith. In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.+
XBRL(eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.





2





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.





GSP-2, INC.By:
/s/ Yushan WeiPresidentDated:
May 24, 2012





Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated.  Each person whose signature appears below hereby authorizes Jianhua Wu as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission.





Signature

Title

Dates/ Yushan Wei

Chief Executive Officer

May 24, 2012Yushan Wei

and Chairman of the Board (Principal Executive Officer)s/ Yuejun Li

Chief Financial Officer

May 24, 2012Yuejun Li

(Principal Financial and Accounting Officer)s/ Yufeng Wei

Chief Operating Officer

May 24, 2012Yufeng Weis/  Megan Penick

Director

May 24, 2012Megan Penicks/ Dore Perler

Director

May 24, 2012Dore Perlers/ Changhua Li

Director

May 24, 2012