Attached files
| file | filename |
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| EX-31.1 - EXH 31-1 CERTIFICATION - U-SWIRL, INC. | exh31-1_certification.htm |
| EX-32.1 - EXH 32-1 CERTIFICATION - U-SWIRL, INC. | exh32-1_certification.htm |
| EXCEL - IDEA: XBRL DOCUMENT - U-SWIRL, INC. | Financial_Report.xls |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
(Mark One)
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended August 31, 2013
[ ] 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 0-53130
U-SWIRL, INC.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction of
incorporation or organization)
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43-2092180
(IRS Employer
Identification No.)
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1175 American Pacific, Suite C, Henderson, Nevada 89074
(Address of principal executive offices) (Zip Code)
(702) 586-8700
(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[ ]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). [x]Yes[ ]No
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.
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [x]
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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 [x] No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 15,164,588 shares of Common Stock, $0.001 par value, as of October 11, 2013
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2013, filed with the Securities and Exchange Commission on October 15, 2013 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (Extensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q continues to speak as of the original filing date of the Form 10-Q, 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-Q.
Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in 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.
PART II - OTHER INFORMATION
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Item 6.
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Exhibits
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Regulation
S-K
Number
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Exhibit
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2.1
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Asset Purchase Agreement between U-Swirl, Inc. and Aspen Leaf Yogurt, LLC dated January 14, 2013 (1)
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2.2
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Membership Interest Purchase Agreement between U-Swirl, Inc. and Rocky Mountain Chocolate Factory, Inc. dated January 14, 2013 (1)
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3.1
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Amended and Restated Articles of Incorporation (2)
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3.2
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Amended Bylaws (2)
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3.3
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Certificate of Amendment to Articles of Incorporation filed April 22, 2011(3)
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4.1
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Form of common stock certificate (4)
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4.2
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Form of Class C warrant (included in Exhibit 4.3)
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4.3
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Form of 2010 Warrant Agreement between the Registrant and Computershare Trust Company, N.A. (5)
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4.4
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Form of Representative’s Purchase Warrants (6)
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4.5
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Warrant issued to Rocky Mountain Chocolate Factory, Inc. (1)
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10.1
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2007 Stock Option Plan, as amended (2)
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10.2
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2011 Stock Option Plan (3)
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10.3
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Form of Recourse Notes (1)
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10.4
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Form of Non-Recourse Notes (1)
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10.5
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Form of Security Agreement between U-Swirl, Inc. and Aspen Leaf Yogurt, LLC (1)
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10.6
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Investor Rights Agreement between U-Swirl, Inc. and Rocky Mountain Chocolate Factory, Inc. dated January 14, 2013 (1)
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10.7
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Investor Rights Agreement between U-Swirl, Inc. and Aspen Leaf Yogurt, LLC dated January 14, 2013 (1)
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10.8
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Voting Agreement among U-Swirl, Inc., Henry Cartwright, Ulderico Conte, Terry Cartwright, Rocky Mountain Chocolate Factory, Inc. and Aspen Leaf Yogurt, LLC dated January 14, 2013 (1)
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10.9
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Form of Employment Agreement between U-Swirl, Inc. and its executive officers (1)
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10.10
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Form of Restricted Stock Agreement (included in Exhibit 10.9)
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10.11
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Intercompany Advance Agreement between Rocky Mountain Chocolate Factory, Inc. and U-Swirl, Inc. dated March 27, 2013 (7)
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10.12
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Secured Promissory Notes dated July 16, 2013 to Rocky Mountain Chocolate Factory, Inc. (8)
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31.1
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Rule 13a-14(a) Certification of Chief Executive Officer and interim Chief Financial Officer
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32.1
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer and interim Chief Financial Officer
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101*
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Financial statements from the Quarterly Report on Form 10-Q of U-Swirl, Inc. for the quarterly period ended August 31, 2013, formatted in XBRL: (i) the Balance Sheets; (ii) the Statements of Operations; (iii) the Statements of Cash Flows; and (iv) the Notes to Financial Statements
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___________________
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(1)
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Incorporated by reference to the exhibits to the registrant’s current report on Form 8-K, file number 0-53130, filed January18, 2013.
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(2)
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Incorporated by reference to the exhibits to the registrant’s registration statement on Form S-1, file number 333-145360, filed August 13, 2007.
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(3)
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Incorporated by reference to the exhibits to the registrant’s current report on Form 8-K, file number 0-53130, filed April 26, 2011.
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(4)
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Incorporated by reference to the exhibits to the registrant’s amended registration statement on Form S-1, file number 333-145360, filed March 11, 2008.
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(5)
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Incorporated by reference to the exhibits to the registrant’s amended registration statement on Form S-1, file number 333-164096, filed August 18, 2010.
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(6)
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Incorporated by reference to the exhibits to the registrant’s amended registration statement on Form S-1, file number 333-164096, filed October 20, 2010.
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(7)
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Incorporated by reference to the exhibits to the registrant’s annual report on Form 10-K, file number 0-53130, for the fiscal year ended December 31, 2012, filed March 29, 2013.
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(8) Incorporated by reference to the exhibits to the registrant's quarterly report on Form 10-Q, file number 0-53130, for the quarter ended August 31, 2013, filed October 15, 2013.
*In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement of other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
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.
| U-SWIRL, INC. | |||
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October 15, 2013
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By:
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/s/ Ulderico Conte | |
| Ulderico Conte, Chief Executive Officer | |||
| and Interim Chief Financial Officer | |||