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


(Mark One)
 
 xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the quarterly period ended March 31, 2013


or


oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 For the transition period from __________________ to __________________
 
 Commission File Number:  333-177786


MOXIAN GROUP HOLDINGS, INC.
 (Exact name of registrant as specified in its charter)





Florida

45-3360079(State or other jurisdiction of

(I.R.S. Employerincorporation or organization)

Identification No.)





Unit No. 304, New East Ocean Centre, No 9 Science Museum Road, T.S.T.,
 Kowloon, Hong Kong
 
 (852) 2723-8638
 (Registrant’s telephone number, including area code)
 
 Not Applicable
 (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 o
 
 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 o
 
 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
o
Smaller reporting company
x(Do not check if 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 o  No x
 
 As of May 15, 2013, the registrant had 230,000,000 shares of common stock, par value $.0001 per share, issued and outstanding.





EXPLANATION NOTE





The purpose of this Amendment No.1 to the Quarterly Report of Moxian Group Holdings, Inc. (the “Company”) on Form 10-Q/A for the quarter ended March 31, 2013 is being filed to only correct a clerical error on the cover page of the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2013, which was filed with Securities and Exchange Commission on May 15, 2013 (the “Quarterly Report”).


Except as described above, no other parts of the Quarterly Report are being amended.







ITEM 6.  EXHIBITS.


31.1
Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive and financial officer32.1
Section 1350 Certification of principal executive officer and principal financial and accounting officer









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.





Moxian Group Holdings, Inc.Date: June 4, 2013
BY:
/s/ Liew Kwong YeowLiew Kwong YeowPresident, Chief Executive Officer, DirectorPrincipal Executive Officer,Principal Financial and Accounting Officer