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EXCEL - IDEA: XBRL DOCUMENT - VERDE BIO HOLDINGS, INC.Financial_Report.xls
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - VERDE BIO HOLDINGS, INC.f10k043012_ex32z1.htm
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - VERDE BIO HOLDINGS, INC.f10k043012_ex31z1.htm
EX-31.2 - EXHIBIT 31.2 SECTION 302 CERTIFICATION - VERDE BIO HOLDINGS, INC.f10k043012_ex31z2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

 FORM 10-K/A

Amendment No. 1 

_________________

 

 

(Mark One)

  X  .

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

 

 

 

 

 

For the Fiscal Year Ended April 30, 2012

 

 

 

 

      .

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

 


For the transition period from ________  to ______

 

APPIPHANY TECHNOLOGIES HOLDINGS CORP.


(Exact name of registrant as specified in its charter)


 

 

 

Nevada

000-54524

30-0678378

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of Incorporation)

 

Identification Number)

 

P.O. Box 21101 Orchard Park

Kelowna, B.C.

Canada V1Y 9N8

(Address of principal executive offices)

 

 

(205) 864-5377

 

 

(Registrant’s Telephone Number)

 


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 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.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  X  .


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.      .

 

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 definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer

      .

Accelerated filer

      .

Non-accelerated filer

      . (Do not check if a smaller reporting company)

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      .No  X  .


The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of April 30, 2012 was $NIL based upon the price ($NIL) at which the common stock was last sold as of the last business day of the most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws.  Our common stock is not currently traded in the over-the-counter market or quoted on the Over-The-Counter Bulletin Board.


As of August 14, 2012, there were 8,437,038 shares of the registrant’s $0.001 par value common stock issued and outstanding.


Documents incorporated by reference: None








EXPLANATORY NOTE


The purpose of this Amendment No. 1 to the Annual Report of Appiphany Technologies Holdings Corp. (the “Company”) on Form 10-K for the annual period ended April 30, 2012, filed with the Securities and Exchange Commission on August 14, 2012 (the “Form 10-K”), is to furnish Exhibit 101 to the Form 10-K 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-K formatted in XBRL (eXtensible Business Reporting Language).


Other than the aforementioned, no other changes have been made to the Form 10-K.  This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, 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-K.


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.







ITEM 15.

EXHIBITS.


(a)

Exhibits

 


Exhibit

 

 

Number

Description of Exhibit

Filing

3.01

Articles of Incorporation

Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.

3.02

Bylaws

Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.

10.01

Share Exchange Agreement between Appiphany Technologies Holdings Corp. and Appiphany Technologies Corp. dated May 1, 2010

Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.

10.02

Contract license agreement between Appiphany Technologies Corp. and Apple, Inc. dated September, 2009

Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.

10.03

Promissory Note between the Company and Scott Osborne dated July 22, 2010

Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.

10.04

Promissory Note between the Company and Fraser Polmie dated October 28, 2010

Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.

10.05

Promissory Note between the Company and Darren Wright dated October 28, 2010

Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.

10.06

Promissory Note between the Company and Joshua Kostyniuk dated October 28, 2010

Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.

10.07

Consulting Agreement between the Company and Voltaire Gomez dated September 23, 2010

Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.

10.08

Consulting Agreement between the Company and Garth Roy dated January 16, 2012

Filed with the SEC on January 18, 2012 as part of our Current Report on Form 8-K.

21.01

List of Subsidiaries

Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.

31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Filed herewith.

31.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Filed herewith.

32.01

CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.

101.INS*

XBRL Instance Document

Filed herewith.

101.SCH*

XBRL Taxonomy Extension Schema Document

Filed herewith.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith.

101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document

Filed herewith.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith.

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.










SIGNATURES


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


APPIPHANY TECHNOLOGIES HOLDINGS CORP.



Dated:  September 12, 2012

/s/ Jesse Keller                

By: Jesse Keller

Its: President, Principal Executive Officer & Principal Financial Officer (Principal Accounting Officer)


Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:




Dated:  September 12, 2012

/s/ Jesse Keller                 

Jesse Keller - Director