UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
| (Mark One) |
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | |
| | For the fiscal year ended December 31, 2012 |
| | |
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | |
| | For the transition period from __________ to __________ |
| 000-54252 |
| Commission File Number |
| |
| MULTI-CORP INTERNATIONAL INC. |
| (Exact name of registrant as specified in its charter) |
| | |
| Nevada | N/A |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | |
| 3651 Lindell Rd., Suite D 414, Las Vegas, NV | 89103 |
| (Address of principal executive offices) | (Zip Code) |
| |
| (702) 483-2974 |
| (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Exchange Act: |
| Title of each class | Name of each exchange on which registered |
| n/a | n/a |
Securities registered pursuant to Section 12(g) of the Exchange Act: |
| Common Stock, $0.001 par value |
| Title of class |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
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.
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).
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 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] |
| (Do not check if a smaller reporting company) | | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant was $292,131 based on the closing price of $3.00 as reported as of June 29, 2012 (the last business day of the registrant’s most recently completed second quarter), assuming solely for the purpose of this calculation that all directors, officers and greater than 10% stockholders of the registrant are affiliates. The determination of affiliate status for this purpose is not necessarily conclusive for any other purpose. |
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST 5 YEARS:
Indicate by check mark whether the issuer has filed all documents and reports required to be filed by Section 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
| | 87,193,765 common shares outstanding as of January 17, 2014 | |
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes.
Explanatory Note
This Amendment No. 1 on Form 10-K/A (this “Amendment”) of Multi-Corp International Inc. for the fiscal year ended December 31, 2012 is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S–T.
This Amendment No. 1 to the Form 10-K speaks as of the filing date of the Form 10-K (the "Filing date"), does not reflect events that may have occurred subsequent to the filing date, and does not modify or update in any way disclosures made in the Form 10-K as filed on January 23, 2014.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Financial Statements
The information required by this item is incorporated herein by reference to the financial statements and notes thereto listed in Item 8 of Part II and included in this Annual Report.
Schedules
All financial statement schedules are omitted because the required information is included in the financial statements and notes thereto listed in Item 8 of Part II and included in this Annual Report.
Exhibits
The following exhibits are filed as part of this Annual Report:
| Number | Description | |
| 3.1 | Articles of Incorporation | Incorporated by reference to the Exhibits filed with the Form SB-2 filed with the SEC on December 15, 2007 |
| 3.1(i) | Amendment to Articles of Incorporation | Incorporated by reference to the Exhibits filed with the Form 8-K filed with the SEC on November 13, 2008 |
| 3.1(ii) | Amendment to Articles of Incorporation | Incorporated by reference to the Exhibits filed with the Form 8-K filed with the SEC on February 3, 2011 |
| 3.1(iii) | Amendment to Articles of Incorporation | Incorporated by reference to the Exhibits filed with the Form 8-K filed with the SEC on February 18, 2011 |
| 3.1(iv) | Amendment to Articles of Incorporation | Incorporated by reference to the Exhibits filed with the Form 8-K filed with the SEC on June 27, 2012 |
| 3.2 | Bylaws | Incorporated by reference to the Exhibits filed with the Form SB-2 filed with the SEC on December 15, 2007 |
| 10.1 | Stock Exchange Agreement between the Company, AquaSil, Inc. and Ilya Khasidov dated December 30, 2010 | Incorporated by reference to the Exhibits attached to the Company's Form 8-K filed with the SEC on January 3, 2011 |
| 10.2 | Acquisition Agreement between MULTI-CORP INTERNATIONAL INC. And Oveldi Canada Ltd. | Incorporated by reference to the Exhibits attached to the Company's Form 8-K filed with the SEC on February 2, 2012 |
| 10.3 | Asset Purchase Agreement to Acquire Oil and Gas Working Interest between the Corporation and Quad Energy Corp. dated December 17, 2012. | Incorporated by reference to the Exhibits attached to the Company's Form 8-K filed with the SEC on December 20, 2012 |
| 10.4 | Asset Purchase Agreement to acquire equipment and oil inventory between the Corporation and Quad Energy Corp. dated December 17, 2012. | Incorporated by reference to the Exhibits attached to the Company's Form 8-K filed with the SEC on December 20, 2012 |
| 10.5 | Assignment and Assumption Agreement between the Corporation and Quad Energy Corp. dated May 23, 2013 | Filed herewith |
| 99.1 | Preliminary Technical Analysis Report | Incorporated by reference to the Exhibits attached to the Company's Form 8-K filed with the SEC on January 14, 2013 |
| 99.2 | Reserve and Economic Evaluation Report | Incorporated by reference to the Exhibits attached to the Company's Form 8-K filed with the SEC on March 6, 2013 |
| 31.1 | Section 302 Certification - Principal Executive Officer | Filed herewith |
| 31.2 | Section 302 Certification - Principal Financial Officer | Filed herewith |
| 32.1 | Principal Executive Officer and Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith+ |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | |
*Pursuant to Rule 406T of Regulation S-T, these interactive data files 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 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
+ In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.
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.
| | | | MULTI-CORP INTERNATIONAL INC. |
| | | | |
| Date: | March 11, 2014 | By: | /s/ Jean Mann |
| | | Name: | Jean Mann |
| | | Title: | President, Secretary, Treasurer, Director (Principal Executive, Financial and Accounting 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 registrant and in the capacities and on the dates indicated.
| Date: | March 11, 2014 | By: | /s/ Jean Mann |
| | | Name: | Jean Mann |
| | | Title: | President, Secretary, Treasurer, Director (Principal Executive, Financial and Accounting Officer) |
| | | | |
