Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - SunGame Corp | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 10-K/A
(Amendment No. 3)
(Amendment No. 3)
_______________________
(MARK ONE)
x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2012
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 number: 000-27831
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SUNGAME CORPORATION
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(Exact name of registrant as specified in its charter)
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Delaware
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20-8017623
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(State or other jurisdiction of incorporation or organization)
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(IRS Employee Identification No.)
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3091 West Tompkins Avenue, Las Vegas, NV
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89103
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (702) 789-0848
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Securities Registered pursuant to Section 12(b) of the Exchange Act:
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Title of each class
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Name of each exchange on which registered
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None
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None
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Securities Registered pursuant to Section 12(g) of the Exchange Act:
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Common Stock, $0.001 Par Value
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(Title of class)
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes o 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 o 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 o
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. x
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 12b2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the 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.
As of December 31, 2012 the market value was approximately $1.6 billion based upon a close of $9.00 on 31 December 2012. The Company would like to give fair disclosure in that the market capitalization may be overvalued due to certain factors, such as the Company, at this time, is thinly traded and we do not feel the market price has accurately reflected the merger. There are approximately 480,000 shares of our common voting stock held by non-affiliates. This valuation is based upon the bid price of our common stock as quoted on the OTCBB on that date ($9.00).
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes o No o
(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. The number of shares outstanding of the registrant's common stock as of December 31, 2012 is 177,575,014.
(DOCUMENTS INCORPORATED BY REFERENCE)
None
Explanatory Note
The purpose of this Amendment No. 2 to Sungame Corporation’s Annual Report on Form 10-K/A Amendment No. 1 for the year ended December 31, 2012 (the “Form 10-K/A Amendment No. 1”), as filed with the Securities and Exchange Commission on September 20, 2013, is to furnish Exhibits 101 to the Form 10-K/A Amendment No. 2 in accordance with Rule 201(c) and Rule 405 of Regulation S-T. Exhibits 101 provide the financial statements and related notes from the Form 10-K/A Amendment No. 2 formatted in XBRL (eXtensible Business Reporting Language). This Amendment No. 2 to the Form 10-K/A also updates the Exhibit Index to reflect the furnishing of Exhibits 101.
No other changes have been made to the Form 10-K/A Amendment No. 1. This Amendment No. 2 to the Form 10-K/A continues to speak as of the original filing date of the Form 10-K/A Amendment No. 1, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the original Form 10-K/A Amendment No. 1.
In accordance with Section 13 or 15(d) 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.
Sungame Corporation:
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By:
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/s/ Neil Chandran
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Name:
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Neil Chandran
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Title:
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President, Chief Executive Officer
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Date:
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September 26, 2013
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In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
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By:
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/s/ Neil Chandran
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Name:
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Neil Chandran
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Title:
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Chief Financial Officer
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Date:
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September 26, 2013
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By:
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/s/ Neil Chandran
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Name:
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Neil Chandran
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Title:
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Director
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Date:
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September 26, 2013
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By:
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/s/ Guy Robert
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Name:
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Guy Robert
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Title:
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Chief Development Officer
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Date:
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September 26, 2013
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By:
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/s/ Guy Robert
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Name:
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Guy Robert
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Title:
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Director
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Date:
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September 26, 2013
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By:
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/s/ Raj Ponniah
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Name:
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Raj Ponniah
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Title:
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Director
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Date:
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September 26, 2013
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Sungame Corporation
(the “Registrant”)
(Commission File No. 000-27831)
Exhibit Index
To Annual Report on Form 10-K/A Amendment No. 2
for the Year Ended December 31, 2012
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Exhibit No.
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Description of Exhibits
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3.01
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Certificate of Incorporation (1)
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3.01(a)
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Certificate of Amendment of Certificate of Incorporation (2)
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3.02
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By-laws (1)
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3.02(a)
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Certificate of Amendment of Bylaws (3)
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21.1
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Subsidiaries (2)
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31.1
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Certification pursuant to Sarbanes-Oxley Section 302 (4)
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32.1
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Certification pursuant to 18 U.S.C. Section 1350 (4)
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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 Document
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101.CAL †
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF †
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB †
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XBRL Extension Labels Linkbase Document
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101.PRE †
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XBRL Taxonomy Extension Presentation Linkbase Document
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(1) Incorporated by reference to our Registration Statement on Form S-1 filed with the SEC on May 1, 2009.
(2) Incorporated by reference to our Registration Statement on Form S-1/A filed with the SEC on August 7, 2009.
(3) Incorporated by reference to our Registration Statement on Form S-1/A filed with the SEC on January 19, 2010.
(4) Filed as an exhibit to the original Form 10-K for the year ended December 31, 2012, filed March 30, 2013.
† In accordance with SEC rules, this interactive data file is deemed “furnished” and not “filed” for purposes of Sections 11 or 12 of the Securities Act of 1933 and Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under those sections or acts.
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