UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark One)
| S | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the fiscal year ended October 31, 2011 |
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 001-34106
WEBDIGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 11-3820796 | |
| (State of incorporation) | (I.R.S. Employer Identification No.) | |
| 3445 Zenith Ave So. | ||
| Minneapolis, MN | 55416 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (612) 767-3854
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common stock, $.001 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.
£ Yes S No
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 S No
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 the filing requirements for the past 90 days.
£ Yes S No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 S 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. S
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 S
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).
£ Yes S No
The aggregate market value of the voting stock held by persons other than officers, directors and more than 5% stockholders of the registrant (non-affiliates) was approximately $29,000 as of April 30, 2011 when the last reported sales price was $0.20 per share. As of May 21, 2012, 383,647 shares of common stock were outstanding. This takes into account the 1 for 200 reverse stock split which occurred on May 17, 2012
EXPLANATORY NOTE
Webdigs, Inc. is filing this Amendment No. 1 (the “Amendment No. 1”) to its Annual Report on Form 10-K for the fiscal year ended October 31, 2011, which was originally filed on June 5, 2012 (the “Original Filing”) for the sole purpose of furnishing Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Original Filing. This Amendment No.1 does not reflect events that may have occurred subsequent to the Original Filing date, and does not modify or update in any way disclosures made in the Form 10-K for the fiscal year ended October 31, 2011.
Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in Exhibit 101 hereto 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, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Exhibits
| Exhibit Number | Description | |
| 21 | Subsidiaries of Webdigs, Inc. * | |
| 31.1 | Certification of CEO pursuant to Section 302. * | |
| 31.2 | Certification of CFO pursuant to Section 302. * | |
| 32.1 | Certification of CEO pursuant to Section 906. * | |
| 32.2 | Certification of CFO pursuant to Section 906. * | |
| 101.INS | XBRL Instance Document** | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document** | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document** | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document** | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document** | |
| 101.SCH | XBRL Taxonomy Extension Schema Document** |
* Previously filed as an exhibit to the Registrant’s Annual Report on Form 10-K for the period ended October 31, 2011.
** Furnished herewith
SIGNATURES
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.
| Webdigs, Inc. |
| /s/ Robert A. Buntz, Jr. |
| Robert A. Buntz, Jr. |
| President and Chief Executive Officer |
| June 6, 2012 |
| /s/ Edward Wicker. |
| Edward Wicker |
| Chief Financial Officer |
| June 6, 2012 |
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.
| Name | Title | Date | ||
| /s/ Robert A. Buntz, Jr. | President, Chairman and Chief Executive Officer | June 6, 2012 | ||
| Robert A. Buntz, Jr. | (Principal Executive Officer) | |||
| /s/ Edward Wicker | Chief Financial Officer | June 6, 2012 | ||
| Edward Wicker | (Principal Financial Officer) |
