Attached files
| file | filename |
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| EX-32.1 - CERTIFICATION - LEVIATHAN MINERALS GROUP INC. | f10k2011a1ex32i_deacq3.htm |
| EX-32.2 - CERTIFICATION - LEVIATHAN MINERALS GROUP INC. | f10k2011a1ex32ii_deacq3.htm |
| EX-31.2 - CERTIFICATION - LEVIATHAN MINERALS GROUP INC. | f10k2011a1ex31ii_deacq3.htm |
| EX-31.1 - CERTIFICATION - LEVIATHAN MINERALS GROUP INC. | f10k2011a1ex31i_deacq3.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
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x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended February 28, 2011
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o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
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For the transition period from _________ to ________
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Commission file number: 000-53926
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DE ACQUISITION 3, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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27-2205684
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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c/o New Asia Partners, LLC
US Bancorp Center, Suite 2690
800 Nicollet Mall
Minneapolis, MN
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55402
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number: (612) 279-2030
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Securities registered under Section 12(b) of the Exchange Act:
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Title of each class of common stock
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Name of each exchange on which registered
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None
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not applicable
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Securities registered under Section 12(g) of the Exchange Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.0001
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not applicable
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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
Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities 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 o
Check whether the registrant has submitted electronically and posted on its corporate website, 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 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 in 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.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o
The aggregate market value of the common stock held by non-affiliates of the registrant as of August 31, 2010 was approximately $0. All executive officers, directors and 10% or more beneficial owners of the registrant’s common stock have been deemed, solely for the purpose of the foregoing calculation, “affiliates” of the registrant.
As of February 28, 2011, there were no non-affiliated holders of common stock of the Company.
As of June 6, 2011, there were 5,000,000 shares of common stock, par value $.0001 per share, outstanding.
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EXPLANATORY NOTE
This amendment on Form 10-K/A (Amendment No. 1) to our annual report on Form 10-K for the fiscal year ended February 28, 2011, as filed with the Securities and Exchange Commission on May 31, 2011 (the “Original Filing”), is filed solely to amend Item 12 in order to correct certain inaccuracies with respect to security ownership of certain beneficial owners and management that were inadvertently filed in the Original Filing. In accordance with Rule 12b-15 this Amendment No. 1 only includes those items that are amended, in addition to new certifications by our principal executive officer and principal financial officer.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
(a) The following tables set forth certain information as of May 31, 2011, regarding (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of Common Stock, (ii) each director, nominee and executive officer of the Company and (iii) all officers and directors as a group.
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Name and Address
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Amount and Nature of
Beneficial Ownership
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Percentage
of Class
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New Asia Partners, LLC
US Bancorp Center, Suite 2690
800 Nicollet Mall
Minneapolis, MN 55402
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4,325,000
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86.50
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%
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Newport Capital LLC
2740 West Lake of the Isles Parkway
Minneapolis, MN 55416
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3,892,500
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(1)
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77.85
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%
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Wildwood Capital LLC
2461 Wildwood Dr.
Shakopee, MN 55379
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432,500
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(2)
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8.65
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%
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Dennis Nguyen (3)
US Bancorp Center, Suite 2690
800 Nicollet Mall
Minneapolis, MN 55402
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3,892,500
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(4)
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77.85
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%
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Todd Vollmers (5)
US Bancorp Center, Suite 2690
800 Nicollet Mall
Minneapolis, MN 55402
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432,500
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(6)
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8.65
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%
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Wyncrest Capital, Inc.
US Bancorp Center, Suite 2690
800 Nicollet Mall
Minneapolis, MN 55402
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500,000
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10
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%
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Ronald E. Eibensteiner
U.S. Bancorp Center, Suite 2690
800 Nicollet Mall
Minneapolis, MN 55402
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500,000
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(7)
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10
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%
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All Directors and Officers as a Group
(2 individuals)
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4,325,000
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86.50
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%
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(1)
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Represents 3,892,500 of the 4,325,000 of common stock owned of record by New Asia Partners, LLC (“NAP”). Newport Capital LLC (“Newport”) owns approximately 90% of the outstanding interests of NAP and therefore may be deemed to beneficially own 3,892,500 of the shares owned by NAP, representing 77.85% of the shares of the Company.
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Represents 432,500 of the 4,325,000 shares of common stock owned of record by NAP. Wildwood Capital LLC (“Wildwood”) owns approximately 10% of the outstanding interests of NAP and therefore may be deemed to beneficially own 432,500 of the shares owned by NAP, representing 8.65% of the shares of the Company.
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| (3) | Dennis Nguyen has served as President, Treasurer and sole Director of the Company since the change in control on March 1, 2011. | |
| (4) | Represents 3,892,500 of the 4,325,000 of common stock owned of record by NAP. Mr. Nguyen is the sole member of Newport. Therefore, Mr. Nguyen may be deemed to beneficially own 3,892,500 of the shares owned of record by NAP and beneficially by Newport, representing 77.85% of the shares of the Company. | |
| (5) | Mr. Vollmers has served as Vice President and Corporate Secretary of the Company since the change in control on March 1, 2011. | |
| (6) | Represents 432,500 of the 4,325,000 shares of common stock owned of record by NAP. Mr. Vollmers is the sole member of Wildwood. Therefore, Mr. Vollmers may be deemed to beneficially own 432,500 of the shares owned of record by NAP and beneficially by Wildwood, representing 8.65% of the shares of the Company. | |
| (7) | Represents the 500,000 shares of common stock owned of record by Wyncrest Capital, Inc. (“Wyncrest”). Mr. Eibensteiner is the President and CEO of Wyncrest, owns 100% of the outstanding common stock of Wyncrest and has sole voting and investment control over the shares of common stock owned of record by Wyncrest and therefore may be deemed to beneficially own the 500,000 shares owned of record by Wyncrest. |
b) The Company currently has not authorized any compensation plans or individual compensation arrangements.
(b) Index to Exhibits required by Item 601 of Regulation S-K.
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Exhibit
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Description
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*3.1
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Articles of Incorporation
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*3.2
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By-laws
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| **10.1 | Securities Purchase Agreement, dated March 1, 2011 | |
| **10.2 | Repurchase Agreement, dated March 1, 2011 | |
| ***14.1 | Code of Ethics | |
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31.1
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Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended February 28, 2011
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31.2
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Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the year ended February 28, 2011
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32.1
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Certification of the Company’s Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
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32.2
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Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002
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*
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Filed as an exhibit to the Company's registration statement on Form 10, as filed with the SEC on April 6, 2010, and incorporated herein by this reference.
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**
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Filed as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on March 7, 2011, and incorporated herein by this reference.
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***
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Filed as an exhibit to the Company’s Annual Report on Form 10-K, as filed with the SEC on May 31, 2011, and incorporated herein by this reference.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: June 6, 2011 | DE ACQUISIITON 3, INC. | ||
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By:
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/s/ Dennis Nguyen | ||
| Dennis Nguyen | |||
| President | |||
| Principal Executive Officer | |||
| Principal Financial Officer | |||
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Title | Date | |||
| /s/ Dennis Nguyen | President and Sole Director | June 6, 2011 | ||
| Dennis Nguyen |
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