Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Q Therapeutics, Inc.Financial_Report.xls
EX-31.2 - EXHIBIT 31 - Q Therapeutics, Inc.f10ka_ex31z2.htm
EX-31.1 - EXHIBIT 31 - Q Therapeutics, Inc.f10ka_ex31z1.htm
EX-32.2 - EXHIBIT 32 - Q Therapeutics, Inc.f10ka_ex32z2.htm
EX-32.1 - EXHIBIT 32 - Q Therapeutics, Inc.f10ka_ex32z1.htm



UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)


(Mark One)


x

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


For the fiscal year ended: May 31, 2011


¨

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


For the transition period from ________ to ________


Commission File No. 000-52062


GRACE 2, INC.

(Exact name of registrant as specified in its charter)


Delaware

 

20-3708500

(State or other jurisdiction of

 

(I.R.S. employer

incorporation or formation)

 

identification number)


615 Arapeen Drive, Suite 102

Salt Lake City, UT 84108

 (Address of principal executive offices) 

 

Issuer’s telephone number:

801-582-5400

Issuer’s facsimile number:

801-582-5401

 

 


N/A

(Former name, former address and former

fiscal year, if changed since last report)


Copies to:

The Sourlis Law Firm

Joseph M. Patricola, Esq.

The Courts of Red Bank

130 Maple Avenue, Suite 9B2

Red Bank, New Jersey 07701

Direct: (732) 618-2843

Office: (732) 530-9007

Fax: (732) 530-9008 

JoePatricola@sourlislaw.com

www.SourlisLaw.com


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


None


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


Common Stock, Par Value $0.0001 per share


(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.

       Yes ¨ 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 ¨ No x


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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¨


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 (§ 229.405 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 ¨ No ¨


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 registrants 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.      ¨


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, "non-accelerated filer" and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

 

¨

Accelerated filer

 

¨

 

 

 

 

 

 

Non-accelerated filer

 

¨

Smaller reporting company

 

x

 

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


State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter.


As of August 31, 2011, no public market has been developed for the Company’s securities.


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


As of October 20, 2011, ­there were 24,557,632 shares of Common Stock, $0.0001 par value per share, issued and outstanding.


DOCUMENTS INCORPORATED BY REFERENCE:

None




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Explanatory Note

 

We are filing this Amendment No. 1 ("Form 10-K/A") to our Annual Report on Form 10-K for the Fiscal Year Ended May 31, 2011, originally filed with the Securities and Exchange Commission (the "SEC") on October 6, 2011 (the "Form 10-K") in order to file the interactive data files in XBRL format required by Rule 405 of Regulation S-T and Item 601 of Regulation S-K.


In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, each item of the Form 10-K that is amended by this Form 10-K/A is restated in its entirety, and this Form 10-K/A is accompanied by currently dated certifications on Exhibits 31.1, 31.2, and 32.1 and 32.2 by our Chief Executive Officer and Chief Financial Officer.


Except as expressly set forth in this Form 10-K/A, we are not amending any other part of the Form 10-K. This Form 10-K/A does not reflect events occurring after the filing of the Form 10-K or modify or update any related or other disclosures, including forward-looking statements, unless expressly noted otherwise. Accordingly, this Form 10-K/A should be read in conjunction with the Form 10-K and with our other filings made with the SEC subsequent to the filing of the Form 10-K, including any amendments to those filings.


 


Exhibits and Reports on Form 8-K


(a)

Exhibits


Exhibit

 

Description


3.1

 

Certificate of Incorporation, as filed with the Delaware Secretary of State on October 27, 2005 (filed as Exhibit 3.1  

to the Company’s Registration on Form 10-SB, filed on June 19, 2006 and incorporated herein by reference).


3.2

By-Laws (filed as Exhibit 3.2 to the Company’s Registration on Form 10-SB, filed on June 19, 2006 and incorporated herein by reference).


31.1*

Certification of the Company’s Principal Executive Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934, as amended, with respect to the registrant’s Annual Report on Form 10-K for the year ended May 31, 2011.


31.2*

Certification of the Company’s Principal Financial Officer pursuant to 15d-15(e), under the Securities and Exchange Act of 1934, as amended, with respect to the registrant’s Annual Report on Form 10-K for the year ended May 31, 2011.


32.1*

 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 (Chief Executive Office and Chief Financial Officer).


32.1*

 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 (Chief Executive Office and Chief Financial Officer).


101.INS**          XBRL INSTANCE DOCUMENT

101.SCH**         XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

101.CAL**         XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT

101.LAB**         XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT

101.PRE**         XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT

101.DEF**         XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT




*    Filed herewith.

**  Furnished herewith.


(b)

Reports on Form 8-K. None







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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.



Date: October 24, 2011

 

By: /s/ DEBORAH A. EPPSTEIN, PH.D.

 

 

Deborah A. Eppstein, Ph.D.

President and Chief Executive Officer, Director

(Principal Executive Officer)




Signature

 

Title

 

Date



GRACE 2, INC.

  

 

  

 Dated: October 24, 2011

By:

/s/ DEBORAH A. EPPSTEIN, PH.D.

  

 

Deborah A. Eppstein, Ph.D.

President and Chief Executive Officer, Director

(Principal Executive Officer)

  

  

  

 Dated: October 24, 2011

By:

/s/ STEVEN J. BORST

  

 

Steven J. Borst, M.B.A.

Chief Financial Officer and Vice President of Corporate Development

(Principal Financial Officer,

Principal Accounting Officer)




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