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EXCEL - IDEA: XBRL DOCUMENT - Eastern Resources, Inc.Financial_Report.xls
EX-32.1 - EXHIBIT 32.1 - Eastern Resources, Inc.v308036_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - Eastern Resources, Inc.v308036_ex31-1.htm

 

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

 

Amendment No. 1

(Mark One)

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

For Fiscal Year Ended: December 31, 2011

OR

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

 

For the transition period from _______________ to _______________

 

Commission file number: 333-149850

 

Eastern Resources, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware   45-0582098
(State or other jurisdiction of   (IRS Employer Identification No.)
incorporation or organization)    

 

166 East 34th Street., Suite 18K,    
New York, NY   10016
(Address of principal executive offices)   (Postal Code)

 

Issuer's telephone number: (917) 687-6623

 

Securities registered under Section 12(b) of the Act: None

 

Securities registered under Section 12(g) of the Act: None

 

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 15(d) of the Exchange Act. 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 (§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 ¨   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 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 ¨

 

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 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, or a smaller reporting company. See the definitions of the “large accelerated filer,” “accelerate 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
(Do not check if a 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 ¨   No x

 

As of June 30, 2011, there were 20,629,000 shares of the registrant's common stock, par value $0.00001, issued and outstanding. Of these, 9,123,000 shares were held by non-affiliates of the registrant. The aggregate market value of securities held by non-affiliates was $0 as registrant’s common stock does not presently trade.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 

 
 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to the Annual Report on Form 10-K of Eastern Resources, Inc. (the “Company”) for the year ended December 31, 2011 (“Form 10-K”), as filed with the Securities and Exchange Commission on March 30, 2011, is being filed solely to furnish Exhibit 101 to the Form 10-K as required by Rule 405 of Regulation S-T.  Exhibit 101 to this Amendment No. 1 to Form 10-K furnishes the following items in eXtensible Business Reporting Language: (i) the Company’s consolidated balance sheets as of December 31, 2011 and 2010, (ii) the Company’s consolidated statements of operations for the years ended December 31, 2011 and 2010 and for the period from Inception (March 15, 2007) to December 31, 2011, (iii) the Company’s consolidated statements of changes in stockholders’ equity (deficit) for the period from Inception to December 31, 2011, (iv) the Company’s consolidated statements of cash flows for the years ended December 31, 2011 and 2010 and for the period from Inception to December 31, 2011, and (iv) the notes to the Company’s consolidated financial statements.

 

No changes have been made to the Form 10-K other than the furnishing of Exhibit 101 described above. This Amendment No. 1 to Form 10-K does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K.

 

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PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

Financial Statements   Page
     
Report of Independent Registered Public Accounting Firm   F-2
     
Consolidated Balance Sheets as of December 31, 2011 and 2010   F-3
     
Consolidated Statements of Operations for the years ended December 31, 2011 and 2010 and for the period from Inception (March 15, 2007) to December 31, 2011   F-4
     
Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the period from Inception (March 15, 2007) to December 31, 2011   F-5
     
Consolidated Statements of Cash Flows for the years ended December 31, 2011 and 2010 and for the period from Inception (March 15, 2007) to December 31, 2011   F-6
     
Notes to Consolidated Financial Statements   F-7 – F-18

 

Financial Statement Schedules

 

All financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

 

Exhibits

 

In reviewing the agreements included as exhibits to this Form 10-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

 

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

 

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

 

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

 

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were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

 

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Form 10-K and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

 

The following exhibits are included as part of this report:

 

    SEC Report    
    Reference    
Exhibit No.   No.   Description
         
3.1   3.1   Articles of Incorporation of Registrant (1)
         
3.2   3.2   By-Laws of Registrant (1)
         
4.1   10.9   Form of 10% Note Series issued by Buzz Kill, Inc. (1)
         
4.2   4.1   8.25% Convertible Promissory Note Issued by the Registrant to Milestone Enhanced Fund LTD dated May 8, 2009 (2)
         
4.3   10.7   10% Convertible Promissory Note of Registrant issued to Paramount Strategy Corp. dated January 29, 2010 (3)
         
4.4   10.8   Form of 10% Senior Note due April 15, 2012 issued by Buzz Kill, Inc. (4)
         
4.5   4.5   Form of 2011 18 month 10% Convertible Promissory Note  Issued by the Registrant (5)
         
4.6   4.6   Form of 2012 18 month 10% Convertible Promissory Note  Issued by the Registrant (6)
         
10.1   10.1   Literary Purchase Agreement, dated April 1, 2007, among Buzz Kill, Inc. and Seasmoke, Inc. f/s/o Steven Kampmann and Matt Smollon (1)
         
10.2   10.2   Director Agreement, dated April 13, 2007, between Buzz Kill, Inc. and Seasmoke, Inc. (1)
         
10.3   10.3   Memorandum of Agreement, dated April 17, 2007, between Dylan Hundley and Buzz Kill, Inc. (1)

 

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    SEC Report    
    Reference    
Exhibit No.   No.   Description
         
10.4   10.4   Investment Agreement, dated May 1, 2007, between Buzz Kill, Inc. and Eastern Resources, Inc. (1)
         
10.5   10.5   Producer Agreement, dated August 1, 2007, between Buzz Kill, Inc. and Thomas Hanna (1)
         
10.6   10.6   Form of Subscription Agreement between Eastern Resources, Inc. and the subscriber thereto (1)
         
10.7   10.7   Form of Subscription Agreement between Buzz Kill, Inc. and the subscriber thereto (1)
         
10.8   10.1   Form of Escrow Agreement among Buzz Kill, Inc., the buyers thereto and Emerson E. Bruns, PLLC (1)
         
10.9   10.8   Trade Mark License Agreement dated April 1, 2010 between Buzz Kill, Inc. and Second City Inc. (7)
         
10.10   10.9   Form of Subordination Agreement dated September 10, 2010 by and among the Registrant, Buzz Kill, Inc. and the Senior Creditor (4)
         
10.11   10.11   Form of Subscription Agreement for 18 Month 10% Convertible Promissory Note (5)
         
10.12   10.12   Form of Amendment Agreement to Note Series Issued by Buzz Kill, Inc. (5)
         
12.13   10.13   Amendment dated November 3, 2010 to Convertible Promissory Note Issued to Milestone Enhanced Fund, LTD. dated May 8, 2009 (5)
         
10.14   10.14   Amendment dated July 28, 2011 to Convertible Promissory Note Issued to Paramount Strategy Corp. dated January 29, 2010 (5)
         
10.15   10.15   Form of 2012 10% Convertible Note Subscription Agreement between Eastern Resources, Inc. and the subscriber thereto (6)
         
14.1   14.1   Code of Ethics (8)
         
21   21   List of Subsidiaries (6)

 

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    SEC Report    
    Reference    
Exhibit No.   No.   Description
         
31.1 / 31.2   *   Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer**
         
32.1 / 32.2   *   Rule 1350 Certification of Chief Executive and Financial Officer**
         
101.INS   *   XBRL Instance Document
         
101.SCH   *   XBRL Taxonomy Extension Schema Document
         
101.CAL   *   XBRL Taxonomy Extension Calculation Linkbase Document
         
101.DEF   *   XBRL Taxonomy Extension Definition Linkbase Document.
         
101.LAB   *   XBRL Taxonomy Extension Label Linkbase Document
         
101.PRE   *   XBRL Taxonomy Extension Presentation Linkbase Document

 

(1)Filed with the Securities and Exchange Commission (the “SEC”) on March 21, 2008 as an Exhibit, numbered as indicated above, to Registrant’s Registration Statement on Form S-1 (Registration No. 333-149850), which exhibit is incorporated herein by reference.

 

(2)Filed with the SEC on May 15, 2009 as an exhibit, numbered as indicated above, to the Registrant’s Quarterly  Report (SEC File No. 333-149850) on Form 10-Q, which exhibit is incorporated herein by reference.

 

(3)Filed with the SEC on March 23, 2010 as an Exhibit, numbered as indicated above, to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2009, which exhibit is incorporated herein by reference.

 

(4)Filed with the SEC on April 15, 2011 as an Exhibit, numbered as indicated above, to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010, which exhibit is incorporated herein by reference.

 

(5)Filed with the SEC on January 18, 2012, as an Exhibit, numbered as indicated above, to Registrant’s Post-Effective Amendment No. 2 to Form S-1(Registration No. 333-149850), which exhibit is incorporated herein by reference.

 

(6)Filed with the SEC on March 30, 2011 as an exhibit, numbered as indicated above, to the Registrant’s annual report (SEC File No. 333-149850) on Form 10-K, which exhibit is incorporated herein by reference

 

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(7)Filed with the SEC on May 17, 2010 as an exhibit, numbered as indicated above, to the Registrant’s current report (SEC File No. 333-149850) on Form 8-K, which exhibit is incorporated herein by reference.

 

(8)Filed with the Securities and Exchange Commission on March 31, 2009 as an Exhibit, numbered as indicated above, to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008, which exhibit is incorporated herein by reference.

 

* Filed herewith.

 

** This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  EASTERN RESOURCES, INC.
     
Dated:  April 2, 2012 By: /s/ Thomas H. Hanna, Jr.
    Thomas H. Hanna, Jr., President and
    Principal Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on this 2nd day of April, 2012.

 

  /s/ Thomas H. Hanna, Jr.
  Thomas H. Hanna, Jr., President, Principal Executive
  Officer, Principal Financial and Accounting Officer and Director