UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended: December 31, 2010
or
[ ] 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: 000-53390
MCT HOLDING CORPORATION
(Exact Name of Registrant as specified in its Charter)
Nevada | 20-2543857 |
(State or other Jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification No.) |
3884 East North Little Cottonwood Rd
Salt Lake City, Utah 84092
(Address of Principal Executive Offices)
(801) 580-4555
(Registrant’s Telephone Number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001
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 15(d) of the Exchange 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 Exchange Act 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.
(1) Yes [X] No [ ] (2) Yes [X] No [ ]
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 [ ] No [ ]
1
Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K 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:
|
|
Large accelerated filer [ ] | Accelerated filed [ ] |
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 [ ] No [X]
Market Value of Non-Affiliate Holdings
State the aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common stock, as of the last business day of the Registrant’s most recently completed second quarter.
The market value of the voting and non-voting common stock is $95.40, based on 95,400 shares held by non-affiliates. Due to the extremely limited trading market for the Registrant’s common stock, these shares have been arbitrarily valued at par value of one mill ($0.001) per share.
Outstanding Shares
As of March 7, 2011, the Issuer had 640,200 shares of common stock outstanding.
Documents Incorporated by Reference
Documents incorporated by reference: See Part IV, Item 15.
EXPLANATORY NOTE: We are amending our Annual Report on Form 10-K to include the Amended Bylaws that were inadvertently omitted as an Exhibit to our initially filed Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on March 23, 2011. No other changes have been made in our previously filed Annual Report. A description of the changes made in the Amended Bylaws was included under the heading “Business Development” of Item 1. Business, of our initially filed Annual Report.
2
PART IV
ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)(1)(2) Financial Statements. See the audited financial statements for the year ended December 31, 2010, contained in Part II, Item 8, which are incorporated herein by this reference.
(a)(3) Exhibits. The following Exhibits are filed as part of this Annual Report:
No. Description
3.1 | Articles of Merger between us and Two Suns, LLC, a Utah Limited Liability company** |
|
3.2 | Articles of Incorporation filed November 10, 2004** |
|
3.3 | Bylaws** |
|
3.3a | Amended Bylaws |
|
10.1 | Willow Creek Shopping Center Lease by and among Ream Fiesta Village, LTD, and Two Suns, L.L.C.* |
|
10.2 | First Amendment to Willow Creek Shopping Center Lease by and among Ream Fiesta Village, LTD, and Two Suns, L.L.C.* |
|
14 | Code of Ethics** |
|
31.1 | Certification of Principal Executive Officer as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002*** |
|
31.2 | Certification of Principal Financial Officer as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002*** |
|
32 | Certification of Principal Executive and Financial Officer pursuant to 18 U.S.C section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*** |
|
* | Referenced only for additional information from our initially filed Form 10 |
|
** | Filed with our Annual Report for the year ended December 31, 2008 |
|
*** | Filed with our Annual Report for the year ended December 31, 2010 |
|
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.
MCT HOLDING CORPORATION
Date: | July 13, 2011 |
| By: | /s/David C. Merrell |
|
|
|
| David C. Merrell |
|
|
|
| President and Director |
Pursuant to the requirements of the Securities Exchange Act of 1934 this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
MCT HOLDING CORPORATION
Date: | July 13, 2011 |
| By: | /s/David C. Merrell |
|
|
|
| David C. Merrell |
|
|
|
| President and Director |
|
|
|
|
|
Date: | July 13, 2011 |
| By: | /s/Lindsey Hailstone |
|
|
|
| Lindsey Hailstone |
|
|
|
| Secretary/Treasurer and Director |
3
