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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


———————

FORM 10-Q/A

———————


þ

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

 

 ACT OF 1934

For the quarterly period ended: June 30, 2011

Or

 

 

¨

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

 

 ACT OF 1934

For the transition period from: _____________ to _____________


Commission File Number: 000-53680


———————

DIVINE SKIN, INC.

(Name of Small Business Issuer in Its Charter)

———————


Florida

20-8380461

(State or other jurisdiction

(I.R.S. Employer

of incorporation or organization)

Identification No.)

1680 Meridian Avenue, Suite 301, Miami Beach, Florida 33139

(Address of Principal Executive Office) (Zip Code)

(888) 404-7770

(Issuer’s Telephone Number, Including Area Code)

N/A

(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.

þ

 Yes

¨

 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 during the preceding 12

months (or for such shorter period that the registrant was required to submit and post such files).

þ

 Yes

¨

 No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

 

Large accelerated filer

¨

 

 

Accelerated filer

¨

 

Non-accelerated filer

¨

 (Do not check if a smaller

 

Smaller reporting company

þ

 

 

 

 reporting company)

 

 

 

 

 

 

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

 

¨

 Yes

þ

 No

 

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

There were 102,261,404 shares of common stock outstanding as of August 15, 2011.

 

 







EXPLANATORY NOTE

The purpose of this Amendment No. 1 to Divine Skin, Inc. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 22, 2011 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

 

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

 

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 




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ITEM 6.

EXHIBITS

Exhibit
Number

 

Description

 

   

 

3.1

 

Amended and Restated Articles of Incorporation of Divine Skin, Inc., dated January 13, 2007 (1)

3.2

 

Amendment to Amended and Restated Articles of Incorporation of Divine Skin, Inc., dated September 15, 2009 (2)

3.3

 

Bylaws of Divine Skin, Inc. (1)

10.1

 

2009 Divine Skin, Inc. Equity Incentive Plan (1)

10.2

 

Kane Concourse Lease Agreement (1)

10.2.1

 

Kane Concourse Lease Termination Agreement (1)

10.2.2

 

Meridian Center Lease Agreement, as amended (1)

10.3

 

Consulting Agreement dated January 2009 (1)

10.4

 

Form of Exclusive Distribution Agreement (1)

10.5

 

Amendment to Gamma Investors Exclusive Distribution Agreement (3)

10.6

 

Form of Regulation S Subscription Agreement (3)

10.7

 

Form of Section 4(2) Subscription Agreement (3)

10.8

 

Form of Services Agreement (3)

16.1

 

Letter from former Auditor(5)

21.1

 

List of subsidiaries of the Company (1)

31.1

 

Certification pursuant to Rule 13a-14(a) **

31.2

 

Certification pursuant to Rule 13a-14(a)/15d-14(a) **

32.1

 

Certification pursuant to Section 1350 **

32.2

 

Certification pursuant to Section 1350 **

99.1

 

Code of Ethics(4)

101.INS

 

XBRL Instance File *

101.SCH

 

XBRL Taxonomy Extension Schema *

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase *

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase *

101.LAB

 

XBRL Taxonomy Extension Label Linkbase *

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase *

———————

*

Filed herewith.

**

Previously filed.

(1)

Incorporated by reference to the Company’s registration statement on Form 10 filed with the Securities and Exchange Commission filed May 22, 2009.

(2)

Incorporated by reference to the Company’s Form 10Q for the period ended September 30, 2009.

(3)

Incorporated by reference to the Company’s registration statement on Form S-1 with the Securities and Exchange Commission, as amended, filed December 12, 2009 (file number 333-163449).

(4)

Incorporated by reference to the Company’s Form 10-K Annual Report for the year ended December 31, 2009.

(5)

Incorporated by reference to the Company’s Form 8-K dated February 22, 2011.



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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date:   September 14, 2011

DIVINE SKIN, INC.

 

 

 

 

 

By:

/s/ Daniel Khesin

 

 

 

Daniel Khesin

 

 

 

President, Chief Executive Officer,

 

 

 

Chief Financial Officer/

 

 

 

Principal Accounting Officer

 




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