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EX-31.1 - CERTIFICATION - Vampt America, Inc.f10q0912ex31i_vamptamerica.htm
EX-32.1 - CERTIFICATION - Vampt America, Inc.f10q0912ex32i_vamptamerica.htm
EX-31.2 - CERTIFICATION - Vampt America, Inc.f10q0912ex31ii_vamptamerica.htm
EX-32.2 - CERTIFICATION - Vampt America, Inc.f10q0912ex32ii_vamptamerica.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Amendment No. 1 to
Form 10-Q
 
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

or

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

For the transition period from  __________ to ___________

Commission File Number 000-53998
 
VAMPT AMERICA, INC.
(Exact name of registrant as specified in its charter)

Nevada
 
N/A
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
 
2212 Queen Anne Avenue N., Seattle, WA
 
 
98109
(Address of principal executive offices)
 
(Zip Code)

866-725-0541
(Registrant’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.

x YES       o 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).

x YES      o NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
o  
Accelerated filer
o
Non-accelerated filer
o
(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

o YES      x NO

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
 
Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
o YES      o NO

APPLICABLE ONLY TO CORPORATE ISSUERS
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
24,439,830 common shares issued and outstanding as of November 21, 2012.
 
 
 

 
 
Explanatory Note

Vampt America, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Company’s quarterly report on Form 10-Q for the period ended September 30, 2012 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 19, 2012 (the “Original Filing Date”), solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from the Company’s Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language):

 
101.INS
XBRL Instance Document
 
101.SCH
XBRL Taxonomy Schema
 
101.CAL
XBRL Taxonomy Calculation Linkbase
 
101.DEF
XBRL Taxonomy Definition Linkbase
 
101.LAB
XBRL Taxonomy Label Linkbase
 
101.PRE
XBRL Taxonomy Presentation Linkbase

No other changes have been made to the Form 10-Q. This Amendment speaks as of the Original Filing Date, 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 Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as 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 6.          Exhibits
 
Exhibit
Number
 
Description
(2)
 
Plan of acquisition, reorganization, arrangement, liquidation or succession
2.1
 
Agreement and Plan of Merger dated December 8, 2011, among Vampt, Coronado, and VB Acquisition Corp. (Incorporated by reference to our Current Report on Form 8-K filed on September 4, 2012)
(3)
 
Articles of Incorporation; Bylaws
3.1
 
Articles of Incorporation (incorporated by reference to our Registration Statement on Form SB-2, filed on June 15, 2006)
3.2
 
By-laws (incorporated by reference to our Registration Statement on Form SB-2, filed on June 15, 2006)
3.3
 
Certificate of Amendment dated June 25, 2010 (Incorporated by reference to our Current Report on Form 8-K filed on June 28, 2010)
3.4
 
Certificate of Designation for Series A Preferred Stock dated May 7, 2012 (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 21, 2012)
3.5
 
Articles of Incorporation (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 21, 2012)
3.6
 
Articles of Merger dated June 14, 2012 (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 21, 2012)
(10)
 
Material Contacts
10.1
 
Form of Warrant Certificate (incorporated by reference to our Current Report on Form 8-K filed on May11, 2012)
10.2
 
Form of Letter of Transmittal and Pooling Agreement dated May 7, 2012 (incorporated by reference to our Current Report on Form 8-K filed on May11, 2012)
10.3
 
Management Agreement with Ian Toews dated March 1, 2012 (Incorporated by reference to our Current Report on Form 8-K filed on September 4, 2012)
10.4
 
Management Agreement with Richard Ikebuchi dated March 1, 2012 (Incorporated by reference to our Current Report on Form 8-K filed on September 4, 2012)
10.5
 
Management Agreement with Darren Battersby dated March 1, 2012 (Incorporated by reference to our Current Report on Form 8-K filed on September 4, 2012)
10.6
 
Management Agreement with Jaime Guisto dated March 1, 2012 (Incorporated by reference to our Current Report on Form 8-K filed on September 4, 2012)
10.7
 
Trademark Assignment Agreement with Vampt Beverage Corp. dated April 11, 2012 (Incorporated by reference to our Current Report on Form 8-K filed on September 4, 2012)
10.8
 
Undertaking by Vampt Beverage USA, Corp. dated April 11, 2012 (Incorporated by reference to our Current Report on Form 8-K filed on September 4, 2012)
10.9
 
Loan Transfer, Guarantee and Warrant Agreement dated April 11, 2012 (Incorporated by reference to our Current Report on Form 8-K filed on September 4, 2012)
10.10
 
Security Agreement of Vampt Brewing Company Limited dated April 11, 2012 (Incorporated by reference to our Current Report on Form 8-K filed on September 4, 2012)
10.11
 
Pledge and Security Agreement of Vampt Beverage USA, Corp. dated April 11, 2012 (Incorporated by reference to our Current Report on Form 8-K filed on September 4, 2012)
10.12
 
Agency and Interlender Agreement dated April 11, 2012 (Incorporated by reference to our Current Report on Form 8-K filed on September 4, 2012)
10.13
 
Barter and Marketing Services Agreement between Vampt and VamptX Corp. dated March 14, 2012 (Incorporated by reference to our Current Report on Form 8-K filed on September 4, 2012)
10.14
 
Brewing Agreement with Associated Brewing Company, Inc. dated January 1, 2012 (Incorporated by reference to our Current Report on Form 8-K filed on September 4, 2012)
10.15
 
Technology Transfer Agreement with Vampt Beverage Corp. dated November 25, 2011 (Incorporated by reference to our Current Report on Form 8-K filed on September 4, 2012)
10.16
 
Amendment to Technology Transfer Agreement with Vampt Beverage Corp. dated December 31, 2011 (Incorporated by reference to our Current Report on Form 8-K filed on September 4, 2012)
(14)
 
Code of Ethics
14.1
 
Coronado Corp. (incorporated by reference to our Annual Report on Form KSB filed on June 29, 2007)
(31)
 
Rule 13a-14(a)/15d-14(a) Certification
31.1
 
Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Chief Executive Officer (Principal Executive Officer)*
31.2
 
Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)*
(32)
 
Section 1350 Certifications
32.1
 
Section 906 Certification under Sarbanes-Oxley Act of 2002 of the Chief Executive Officer (Principal Executive Officer)*
32.2
 
Section 906 Certification under Sarbanes-Oxley Act of 2002 of the Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)*
101
 
Interactive Data Files
101.INS
 
XBRL Instance Document **
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 Presentation Linkbase**
 
* Filed herewith
** Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements 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.
 
   
VAMPT AMERICA, INC.
   
(Registrant)
     
Dated: November 21, 2012
 
/s/ Ian Toews
   
Ian Toews
   
Chief Executive Officer, Secretary, Treasurer and Director
     
Dated: November 21, 2012
 
/s/ Darren Battersby
   
Darren Battersby
   
Chief Financial Officer
   
(Principle Accounting Officer)