Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2012
Commission File No. 333-171091
FIRST AMERICAN GROUP INC.
(Exact name of registrant as specified in its charter)
Nevada 27-2094706
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11037 Warner Ave., Suite 132
Fountain Valley, California 92708
(Address of principal executive offices, zip code)
(714) 500-8919
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Common Stock, $.001 Par Value
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 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
the definitions of "large accelerated filer," "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]
(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 [X] No [ ]
At March 31, 2012, the last business day of the Registrant's most recently
completed second fiscal quarter, the aggregate market value of the voting common
stock held by non-affiliates of the Registrant (without admitting that any
person whose shares are not included in such calculation is an affiliate) was
approximately $49,475. At September 30, 2012, the end of the Registrant's most
recently completed fiscal year, and as of December 27, 2012, there were
2,521,264 shares of the Registrant's common stock, par value $0.001 per share,
outstanding.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Company's Annual Report on Form 10-K
for the year ended September 30, 2012, filed with the Securities and Exchange
Commission on December 27, 2012 (the "Form 10-K"), is solely to furnish Exhibit
101 to the Form 10-K. Exhibit 101 provides the financial statements and related
notes from the Form 10-K formatted in XBRL (Extensible Business Reporting
Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the
Form 10-K continues to speak 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 Act
of 1934, as amended, and otherwise are not subject to liability under those
sections.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
(a) The following Exhibits, as required by Item 601 of Regulation SK, are
attached or incorporated by reference, as stated below.
Number Description
------ -----------
3.1.1 Articles of Incorporation*
3.1.2 Certificate of Amendment*
3.2 Bylaws*
31.1 Certification of Principal Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. **
31.2 Certification of Principal Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. **
32.1 Certification of Principal Executive Officer and Principal
Financial Officer and pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. **
101 Interactive Data Files pursuant to Rule 405 of Regulation S-T.
----------
* Incorporated by reference to the Registrant's Form S-1 (File No.
333-171091), filed with the Commission on December 10, 2010.
** Previously filed.
2
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
FIRST AMERICAN GROUP INC.
(Name of Registrant)
Date: December 28, 2012 By: /s/ Mazen Kouta
--------------------------------------
Name: Mazen Kouta
Title: President, Treasurer, and Director
(Principal Executive Officer,
Principal Accounting Officer, and
Principal Financial Officer)
Date: December 28, 2012 By: /s/ Zeeshan Sajid
--------------------------------------
Name: Zeeshan Sajid
Title: Secretary and Director
3
EXHIBIT INDEX
Number Description
------ -----------
3.1.1 Articles of Incorporation*
3.1.2 Certificate of Amendment*
3.2 Bylaws*
31.1 Certification of Principal Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. **
31.2 Certification of Principal Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002. **
32.1 Certification of Principal Executive Officer and Principal
Financial Officer and pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. **
101 Interactive Data Files pursuant to Rule 405 of Regulation S-T.
----------
* Incorporated by reference to the Registrant's Form S-1 (File No.
333-171091), filed with the Commission on December 10, 2010.
** Previously filed
