U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
| x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended: December 31, 2008
| ¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File No.: 333-108715
G2 VENTURES, INC.
(Name of small business issuer in its Charter)
| Texas | 98-0221494 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
1810 Three Galleria Tower, 13155 Noel Road, Dallas, TX 75240
(Address of principal executive offices)
Issuer’s telephone number: (972) 726-9203
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, Par Value $.001
Check whether the issuer is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes x No ¨
Check whether the issuer (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 ¨
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB. Yes x 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.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | Smaller reporting company | x | |||
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
The issuer had no revenues for its most recent fiscal year. The aggregate market value of the voting and non-voting common equity held by non-affiliates as of March 30, 2008 is $128,457 (computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity). For purposes of the foregoing calculation only, directors, executive officers, and holders of 10% or more of the issuer’s common capital stock have been deemed affiliates. The number of shares outstanding of the Registrant’s common stock as of March 30, 2008 was 4,784,574.
DOCUMENTS INCORPORATED BY REFERENCE:
None.
Transitional Small Business Disclosure Format: Yes ¨ No x
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EXPLANATORY NOTE
G2 Ventures, Inc. is filing this Form 10-K/A (Amendment No. 1) (the “Amended Report”) to amend its Form 10-K for the period ended December 31, 2008 (“Form 10-K”) that was filed with the Securities and Exchange Commission on March 30, 2009.
The Amended Report amends the cover sheet of the Form 10-K for the sole purpose of identifying itself as a shell company. All other information, including financial statements, contained in the Form 10-K has not been amended by the Amended Report and is incorporated herein by reference. Furthermore, the exhibits list in Item 15 of Part III has not been updated except that currently dated certifications from our Chief Executive Officer and Principal Financial Officer, as required by Rule 12b-5 under the Securities Exchange Act of 1934, as amended, are filed with this Amended Report as Exhibits 31.1, 31.2, 32.1 and 32.2.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Title | Name | Date | Signature | |||
| Principal Executive Officer | Gust Kepler | August 7, 2009 | /s/ Gust Kepler | |||
| Principal Financial Officer | Gust Kepler | August 7, 2009 | /s/ Gust Kepler | |||
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 registrant and in the capacities and on the date indicated.
| By: | /s/ Gust Kepler | Chief Executive Officer and Director | August 7, 2009 | |||||
| Gust Kepler | ||||||||
| By: | /s/ Gust Kepler | Chief Financial Officer | August 7, 2009 | |||||
| Gust Kepler | ||||||||
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