Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - SPARE BACKUP, INC. | ex31-2.htm |
| EX-31.1 - EXHIBIT 31.1 - SPARE BACKUP, INC. | ex31-1.htm |
| EX-23.1 - EXHIBIT 23.1 - SPARE BACKUP, INC. | ex23-1.htm |
| EX-32.1 - EXHIBIT 32.1 - SPARE BACKUP, INC. | ex32-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
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[√]
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2010
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or
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[ ]
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ________________ to ________________
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Commission file number: 000-30587
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SPARE BACKUP, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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23-3030650
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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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72757 Fred Waring Drive, Palm Desert, CA
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92260
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code:
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(760) 779-0251
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Securities registered under Section 12(b) of the Act:
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Title of each class
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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 Act:
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Common Stock, par value $0.001 per share
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(Title of class)
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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. o Yes x No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
o Yes x No
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.
xYes o No
Indicate by check mark 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 (§232.4.05 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
o Yes o No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the 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.
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:
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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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)
o Yes x No
The aggregate market value of the common equity voting shares of the registrant held by non-affiliates on June 30, 2010, the registrant's most recently completed second fiscal quarter, was $23,412,552. For purposes of this calculation, an aggregate of 6,488,681 shares of Common Stock were held by the directors and officers of the registrant on June 30, 2010 and have been included in the number of shares of Common Stock held by affiliates.
The number of the registrant’s shares of common stock outstanding as of March 31, 2011: 220,542,925.
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K for the fiscal year ended December 31, 2010 of Spare Backup, Inc. is being filed for the sole purpose of correcting a clerical error in which an exhibit was inadvertently omitted from the EDGAR filing of the Form 10-K as originally filed on April 22, 2011. This Amendment No. 1. contains currently dated certifications as Exhibits 31.1, 31.2 and 32.1. No attempt has been made in this Amendment No. 1 to the Form 10-K for the fiscal year ended December 31, 2010 to modify or update the other disclosures presented in the Form 10-K or Amendments previously filed. This Amendment No. 1 on Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment No. 1 should be read in conjunction with the Form 10-K and Amendments previously filed and the registrant’s other filings with the SEC.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
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Exhibit No.
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Description
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2.1
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Acquisition Agreement and Plan of Merger(3)
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2.2
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Agreement and Plan of Merger(4)
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3.1
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Certificate of Incorporation(1)
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3.2
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By-Laws (1)
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3.3
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Certificate of Incorporation, as amended (2)
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3.4
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Certificate of Amendment to the Certificate of Incorporation (5)
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3.5
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Certificate of Amendment to the Certificate of Incorporation (8)
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3.6
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Certificate of Ownership merging Spare Backup, Inc. into Newport International Group, Inc. (19)
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3.7
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Certificate of designations, rights and preferences of Series A Preferred Stock (23)
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4.1
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Form of Investor Warrant to Purchase Common Stock issued with 8% promissory note (12)
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4.2
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Form of Common Stock Purchase Warrant issued with 10% secured note (12)
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4.3
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Form of Common Stock Purchase Warrant issued to Robinson Reed Inc. and First Capital Holdings International, Inc.(11)
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4.4
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Form of $0.75 Investor Warrant (11)
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4.5
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Common stock purchase warrant issued March 31, 2005 to purchase 256,667 shares of common stock issued to Jenelle Fontes (10)
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4.6
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Common stock purchase warrant issued March 31, 2005 to purchase 280,000 shares of common stock issued to Curtis Lawler (10)
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4.7
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Form of $1.30 common stock purchase warrant (13)
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4.8
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Form of common stock purchase warrant issued to Langley Park Investment Trust, PLC (16)
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4.9
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Form of placement agent warrant issued to Brookstreet Securities Corporation (20)
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4.10
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Option to Purchase Common Stock issued to Wolfe Axlerod Weinberger (20)
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4.11
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Option to Purchase Common Stock issued to The Sterling Group (20)
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4.12
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Form of warrant issued to DSG Plc. (24)
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10.1
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2002 Stock Option and Stock Award Plan (15)
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10.2
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Lease for principal executive offices (24)
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10.3
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Stock Purchase Agreement with Langley Park Investment Trust PLC (9)
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10.4
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Employment Agreement with Cery B. Perle (11)
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10.5
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Common Stock and Warrant Purchase Agreement dated as of August 27, 2004 (9)
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10.6
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Registration Rights Agreement dated as of August 27, 2004 (9)
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10.7
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Amendment No. 1 to Common Stock and Warrant Purchase Agreement dated as of November 2, 2004 (9)
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10.8
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Settlement Agreement and Release between Newport International Group, Inc., Robinson Reed, Inc., First Capital Holdings International, Inc., Continental Blue Limited and E-Holdings, Inc. (11)
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10.9
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Supplier Agreement with CompUSA (12)
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10.10
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Form of Settlement Agreement between Newport International Group, Inc, Robinson Reed, Inc. and First Capital Holdings International, Inc. (14)
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10.11
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Amendment No. 1 to the 2002 Stock Option and Stock Award Plan (6)
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10.12
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Form of Repurchase Agreement with Langley Park Investment Trust PLC (16)
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10.13
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Form of Amendment to Escrow Agreement with Langley Park Investment Trust PLC (16)
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10.14
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Amendment No. 2 to the 2002 Stock Option and Stock Award Plan (17)
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10.15
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Customer Technical Support Services Agreement with Circuit City Stores, Inc. (18)
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10.16
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Standard Services Agreement and Statement of Work with Hewlett-Packard Company (20)
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10.17
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Finder's Agreement dated February 5, 2007 between Spare Backup, Inc. and Skyebanc, Inc. (21)
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10.18
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Agreement Regarding Put Option dated as of May 8, 2007 by and among Spare Backup, Inc., Robinson Reed, Inc. and First Capital Holdings International, Inc. (22)
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10.19
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Software License and Distribution Agreement with Gateway Companies, Inc. (22) Portions of this agreement have been omitted and separately filed with the Securities and Exchange Commission with a request for confidential treatment.
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10.20
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Data Storage Services Agreement dated February 2, 2007 between DSG Retail and Spare Backup, Inc. (24) Portions of this agreement have been omitted and separately filed with the Securities and Exchange Commission with a request for confidential treatment.
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14.1
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Code of Business Conduct and Ethics and Code of Ethics for the Chief Executive Officer and Senior Financial Officers (11)
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21.1
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Subsidiaries of the registrant (11)
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23.1
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Consent of Sherb & Co., LLP *
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31.1
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Section 302 Certificate of Chief Executive Officer *
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31.2
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Section 302 Certificate of principal accounting and financial officer *
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32.1
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Section 906 Certificate of Chief Executive Officer and principal financial and accounting officer *
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filed herewith.
3
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(1)
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Incorporated by reference to the Quarterly Report on Form 10-QSB as filed with the SEC on May 10, 2000.
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(2)
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Incorporated by reference to the Current Report on Form 8-K as filed with the SEC on February 5, 2001.
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(3)
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Incorporated by reference to the Current Report on Form 8-K filed with the SEC on November 6, 2000.
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(4)
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Incorporated by reference to the Current Report on Form 8-K filed with the SEC on February 13, 2004.
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(5)
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Incorporated by reference to the definitive Information Statement on Schedule 14C as filed with the SEC on November 14, 2003.
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(6)
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Incorporated by reference to the registration statement on Form S-8 as filed with the SEC on August 8, 2004.
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(7)
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Intentionally omitted.
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(8)
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Incorporated by reference to the quarterly report on Form 10-QSB for the three and six months ended June 30, 2004.
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(9)
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Incorporated by reference to the Quarterly Report on Form 10-QSB for the three and nine months ended September 30, 2004.
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(10)
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Incorporated by reference to the Current Report on Form 8-K as filed with the SEC on May 5, 2005.
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(11)
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Incorporated by reference to the registration statement on Form SB-2, as amended, file number 333-123096, as declared effective on May 19, 2005.
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(12)
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Incorporated by reference to the Quarterly Report on Form 10-QSB for the three and six months ended June 30, 2005. Portions of this agreement have been omitted and separately filed with the Securities and Exchange Commission with a request for confidential treatment.
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(13)
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Incorporated by reference to the registration statement on Form SB-2, SEC file number 333-128980, as amended, as declared effective by the SEC on November 14, 2005.
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(14)
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Incorporated by reference to the Current Report on Form 8-K as filed with the SEC on December 15, 2005.
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(15)
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Incorporated by reference to the registration statement on Form S-8, SEC File No. 333-98229, as filed on August 16, 2002.
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(16)
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Incorporated by reference to the Current Report on Form 8-K as filed on May 31, 2006.
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(17)
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Incorporated by reference to the Current Report on Form 8-K as filed on June 6, 2006.
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(18)
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Incorporated by reference to the Current Report on Form 8-K as filed on August 18, 2006. Portions of this agreement have been omitted and marked with a [_] and separately filed with the Securities and Exchange Commission with a request for confidential treatment.
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(19)
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Incorporated by reference to the Current Report on Form 8-K as filed on August 16, 2006.
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(20)
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Incorporated by reference to the registration statement on Form SB-2, SEC File No. 333-139138, as amended, as declared effective by the SEC on February 13, 2007.
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(21)
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Incorporated by reference to the Annual Report on Form 10-KSB for the fiscal year ended December 31, 2006 as filed on April 2, 2007.
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(22)
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Incorporated by reference to the Quarterly Report on Form 10-QSB for the period ended March 31, 2007 as filed on May 21, 2007.
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(23)
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Incorporated by reference to the Current Report on Form 8-K as filed on January 18, 2008.
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(24)
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Incorporated by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 2007 as filed on April 14, 2008.
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4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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Spare Backup, Inc.
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July __, 2011
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By:
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/s/ Cery Perle | |
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Cery Perle, Chief Executive Officer
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
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Name
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Positions
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Date
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/s/ Cery Perle
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Chief Executive Officer, President, Chairman of the Board,
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July __, 2011
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Cery Perle
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principal executive officer and principal financial and accounting officer | |||
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Chief Operating Officer, Director
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July __, 2011
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Ivor Newman
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/s/ Robert Binkele
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Director
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July __, 2011
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Robert Binkele
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/s/ Andy Zeinfeld
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Director
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July __, 2011
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Andy Zeinfeld
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5