U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ending December 31, 2012
Commission file number: 333-178280
PUISSANT INDUSTRIES INC.
(Exact name of Registrant as specified in its charter)
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Florida
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27-0543309
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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520 Whitley Street, PO Box 1263, London, KY 40741
(Address of principal executive offices)
606-864-3161
(Registrant’s telephone number, including area code)
All Correspondence to:
Frederick M. Lehrer, Esq.
Attorney and Counselor at Law
285 Uptown Blvd, 402
Altamonte Springs, Florida
Office: (321) 972-8060
Cell: (561) 706-7646
Email: flehrer@securitiesattorney1.com
Website: www.securitiesattorney1.com
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: None
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 past 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 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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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o |
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Non-accelerated filer
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o |
Smaller reporting company
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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 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: $2.00.
The number of shares of the Registrant’s common stock issued and outstanding as of April 13, 2013 was 6,644,200 shares.
EXPLANTORY NOTE
This amendment to the Registrant’s Form 10-K for the period ending December 31, 2012 is being filed to correct an error in the Form 10-K for the same period that was filed on April 15, 2013, which mistakenly stated that the Registrant was a shell company. This amendment corrects this error to reflect that the Registrant was not a shell company.
Documents Incorporated by Reference
The exhibits incorporated by reference to this Form 10-K are denoted in our Exhibit table.
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EXHIBITS
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Exhibit Number
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3.1
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Articles of Incorporation of Puissant Industries, Inc.*
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3.2
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Certificate of domestication Florida Articles of Incorporation*
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3.3
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Bylaws of Puissant Industries, Inc.*
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10.1
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Form of Convertible Promissory Note*
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10.2
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Form of Conversion Notice of Note to Common Shares*
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10.3
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Authorization to sign leases*
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10.4
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Well Services Agreement -A.D.I.D. Corporation* dated June 1, 2011
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10.5
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Agreement with Fred Akers dated March 28, 2011*
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10.6
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Well Assignment Laurel County*
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10.7
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Well Assignment Clay County*
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10.8
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Well Assignment Whitley County*
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10.9
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Lease Assignment Laurel County*
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10.10
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Lease Assignment Clay County*
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10.11
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Lease Assignment Whitley County*
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10.12
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Pipeline Assignment Laurel County dated August 1, 2009*
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10.13
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Pipeline Assignment Clay County dated August 1, 2009*
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10.14
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Pipeline Assignment Whitley County dated August 1, 2009*
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10.15
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Convertible Note Agreement with McCrome International, Inc.*
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10.16
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Convertible Note Agreement with Logos Resources, Inc.*
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10.17
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Convertible Note Agreement with Sovereign One, Inc.*
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10.18
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Agreement between A.D.I.D and Sovereign One Inc., McCrome International, Inc. and Logos Resources, Inc. dated January 15, 2005 *
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10.19
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Correspondence Commonwealth of Kentucky evidencing A.D.I.D. Corporation as the operator of 39 wells in Clay, Laurel and Whitley counties of Kentuck.*
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10.20
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Corporate Resolution Changing Conversion Price of Convertible Notes **
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10.21
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Mineral and Property Rights Agreement dated August 1, 2011 between Puissant Industries, Inc. and Margaret Reed
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10.22
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Promissory Note dated June 1, 2011 between Puissant Industries Inc. and Margaret Reed***
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10.23
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Warranty Deed dated June 1, 2011 between Puissant Industries Inc. and Margaret Reed***
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10.24
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Promissory note dated October 10, 2011 between Puissant Industries, Inc. and Debra Adams***
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10.25
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Warranty Deed dated October 13, 2011 between Puissant Industries Inc. and Debra Adams***
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23.1
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Consent of Patrick Rodgers, CPA, PA
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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 Taxonomy Extension Label Linkbase Document
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101.PRE ****
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XBRL Taxonomy Extension Presentation Linkbase Document
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_______________
* Denotes documents filed as exhibits to our S-1 Registration Statement filed with the Securities and Exchange Commission on filed on May 13, 2011.
** Denotes documents filed as exhibits to Amendment Number 2 of our S-1 Registration Statement filed with the Securities and Exchange Commission on July 12, 2011.
*** Denotes documents filed as exhibits to our Form 10-K for the fiscal year ended December 31, 2011.
**** 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.
All other Exhibits called for by Rule 601 of Regulation S-1 or SK is inapplicable to this filing.
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(a)
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Financial Statements and Schedules
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The following financial statements and schedules listed below are included in this Form 10-K.
Financial Statements (See Item 8)
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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.
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Puissant Industries Inc.
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Date: January 29, 2014
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By:
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/s/ Mark Holbrook
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Mark Holbrook,
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Principal Executive Officer
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| Chief Executive Officer/Director | |||
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Puissant Industries Inc.
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Date: January 29, 2014
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By:
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/s/ Cora Holbrook
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Cora Holbrook
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Chief Financial Officer/Secretary/Treasurer/Director
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Puissant Industries Inc.
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Date: January 29, 2014
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By:
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/s/ Marshall Holbrook
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Marshall Holbrook,
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Vice President/Director
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