Attached files
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EXCEL - IDEA: XBRL DOCUMENT - Vampt America, Inc. | Financial_Report.xls |
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 |
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
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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.
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(Exact name of registrant as specified in its charter)
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Nevada
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N/A
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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2212 Queen Anne Avenue N., Seattle, WA
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98109
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(Address of principal executive offices)
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(Zip Code)
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866-725-0541
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(Registrant’s telephone number, including area code)
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N/A
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(Former name, former address and former fiscal year, if changed since last report)
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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.
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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).
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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.
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Large accelerated filer
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o |
Accelerated filer
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o | |
Non-accelerated filer
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o |
(Do not check if a smaller reporting company)
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Smaller reporting company
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x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act
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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.
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o YES o NO
APPLICABLE ONLY TO CORPORATE ISSUERS
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Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
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24,439,830 common shares issued and outstanding as of November 21, 2012.
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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
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Schema
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101.CAL
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XBRL Taxonomy Calculation Linkbase
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101.DEF
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XBRL Taxonomy Definition Linkbase
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101.LAB
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XBRL Taxonomy Label Linkbase
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101.PRE
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XBRL Taxonomy Presentation Linkbase
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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
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Description
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(2)
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Plan of acquisition, reorganization, arrangement, liquidation or succession
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2.1
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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)
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(3)
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Articles of Incorporation; Bylaws
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3.1
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Articles of Incorporation (incorporated by reference to our Registration Statement on Form SB-2, filed on June 15, 2006)
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3.2
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By-laws (incorporated by reference to our Registration Statement on Form SB-2, filed on June 15, 2006)
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3.3
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Certificate of Amendment dated June 25, 2010 (Incorporated by reference to our Current Report on Form 8-K filed on June 28, 2010)
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3.4
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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)
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3.5
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Articles of Incorporation (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 21, 2012)
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3.6
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Articles of Merger dated June 14, 2012 (incorporated by reference to our Quarterly Report on Form 10-Q filed on August 21, 2012)
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(10)
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Material Contacts
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10.1
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Form of Warrant Certificate (incorporated by reference to our Current Report on Form 8-K filed on May11, 2012)
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10.2
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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)
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10.3
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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)
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10.4
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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)
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10.5
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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)
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10.6
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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)
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10.7
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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)
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10.8
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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)
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10.9
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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)
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10.10
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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)
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10.11
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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)
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10.12
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Agency and Interlender Agreement dated April 11, 2012 (Incorporated by reference to our Current Report on Form 8-K filed on September 4, 2012)
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10.13
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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)
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10.14
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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)
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10.15
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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)
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10.16
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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)
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(14)
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Code of Ethics
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14.1
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Coronado Corp. (incorporated by reference to our Annual Report on Form KSB filed on June 29, 2007)
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(31)
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Rule 13a-14(a)/15d-14(a) Certification
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31.1
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Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Chief Executive Officer (Principal Executive Officer)*
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31.2
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Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)*
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(32)
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Section 1350 Certifications
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32.1
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Section 906 Certification under Sarbanes-Oxley Act of 2002 of the Chief Executive Officer (Principal Executive Officer)*
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32.2
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Section 906 Certification under Sarbanes-Oxley Act of 2002 of the Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)*
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101
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Interactive Data Files
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101.INS
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XBRL Instance Document **
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101.SCH
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XBRL Taxonomy Extension Schema**
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase**
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase**
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101.LAB
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XBRL Taxonomy Extension Label Linkbase**
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101.PRE
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XBRL Taxonomy Presentation Linkbase**
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* 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.
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(Registrant)
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Dated: November 21, 2012
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/s/ Ian Toews
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Ian Toews
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Chief Executive Officer, Secretary, Treasurer and Director
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Dated: November 21, 2012
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/s/ Darren Battersby
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Darren Battersby
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Chief Financial Officer
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(Principle Accounting Officer)
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