UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(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, 2019
| [ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number:000-27225
DigitalTown, Inc.
(Exact name of registrant as specified in its charter)
| Minnesota | 41-1427445 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 506 - 477 Peace Portal Drive, Blaine, Washington | 98230 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number:(425) 577-7766
Securities registered under Section 12(b) of the Exchange Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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 every Interactive Data File required to be submitted 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. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer or a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large Accelerated Filer | [ ] | Accelerated Filer | [ ] | ||
| Non-accelerated Filer | [X] | Smaller reporting company | [X] | ||
| Emerging growth company | [ ] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
As of November 25, 2019, there were 2,562,664,837 shares of the registrant’s common stock outstanding.
EXPLANATORY NOTE
The purpose of this Amendment No.1 to the Quarterly Report on Form 10-Q for the period ended August 31, 2019, of DigitalTown, Inc. (the “Company”) filed with the SEC on December 02, 2019, is to check the box “NO” which was incorrectly checked “Yes” on the original filing in regards to the Company being a shell company (as defined in Rule 12b-2 of the Exchange Act).
| Exhibit 3.1 | ||
| Exhibit 31.1 | Certification pursuant to 18 U.S.C. Section 1350 Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Executive Officer* | |
| Exhibit 31.2 | Certification pursuant to 18 U.S.C. Section 1350 Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer* | |
| Exhibit 32.1 | Certification pursuant to 18 U.S.C. Section 1350 Section 906 of the Sarbanes-Oxley Act of 2002 - Chief Executive Officer+ | |
| Exhibit 32.2 | Certification pursuant to 18 U.S.C. Section 1350 Section 906 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer+ | |
| 101.INS | XBRL Instance Document* | |
| 101.SCH | XBRL Taxonomy Extension Schema Document* | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document* | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document* | |
| 101.LAB | XBRL Taxonomy Extension Labels Linkbase Document* | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document* |
* Filed herewith
+ In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
| 1 |
Pursuant to the requirements of 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.
| DigitalTown, Inc. | ||
| Dated: December 6, 2019 | By: | /s/ Sam Ciacco |
| Sam Ciacco | ||
| Chief Executive Officer and Chairman | ||
| (Principal Executive Officer) | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
| Dated: December 6, 2019 | By: | /s/ Sam Ciacco |
| Sam Ciacco | ||
| Chief Executive Officer and Chairman | ||
| (Principal Executive Officer) | ||
| Dated: December 6, 2019 | By: | /s/ Kevin Wilson |
Kevin Wilson Chief Financial Officer | ||
| (Principal Financial Officer) |
| 2 |
