UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 2) 

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

For the fiscal year ended August 31, 2012

or

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

For the transition period from ____________________ to ____________________

Commission File No. 000-26186

Z HOLDINGS GROUP, INC.

(Name of registrant in its charter)

780 Reservoir Avenue, #123

Cranston, RI 02910

(Address of principal executive offices)

Issuer’s telephone number: 401-641-0405

Securities Registered pursuant to Section 12(b) of the Act: None.

Securities Registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $.000006 par Value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. x Yes o No

Note – checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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.

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 Act). x Yes o No

.

The aggregate market value of Common Stock held by non-affiliates of the Registrant on February 28, 2012 was $nil based on a $nil average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Note. – If a determination as to whether a particular person or entity is an affiliate cannot be made without involving unreasonable effort and expense, the aggregate market value of the common stock held by non-affiliates may be calculated on the basis of assumptions reasonable under the circumstances, provided that the assumptions are set forth in this Form.

.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

DOCUMENTS INCORPORATED BY REFERENCE

____________________

EXPLANATORY NOTE REGARDING THIS FORM 10 K/A

This Amendment No. 2 to the Form 10-K annual Report (the "Amendment") amends the Form 10-K annual Report of Big Time Acquisition, Inc. (the "Company") for the fiscal year ended August 31, 2012 originally filed with the U.S. Securities and Exchange Commission on December 14, 2012 (the "Original Form 10-K") and amends the Form 10-K Amendment No. 1 filed February 26, 2013. The sole purpose of this Amendment No. 2 is to furnish the interactive data files that comprise Exhibit 101 that were submitted with the Form 10-K Amendment No. 1 but were truncated in the EDGAR submission process because the XBRL component contained errors. This Amendment No. 2 revises and corrects the XBRL component.

Except as described above, this Amendment No. 2 does not modify or update the disclosures presented in, or exhibits to, the Original Form 10-K filed on December 14, 2012 or Form 10-K Amendment No. 1 filed on February 26, 2013 in any way. Those sections of the Original Form 10-K and Form 10-K Amendment No. 1 that are unaffected by this Amendment No. 2 are not included herein. This Amendment No. 2 continues to speak as of the date of the Original Form 10-K and Form 10-K Amendment No. 1. Furthermore, this Amendment No. 2 does not reflect events occurring after the dates of the Original Form 10-K and Form 10-K Amendment No. 1. Accordingly, the Amendment should be read in conjunction with the Original Form 10-K and Form 10-K Amendment No. 1.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized