UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
| (Mark One) |
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| | For the quarterly period ended September 30, 2011 |
| | Or |
| o | 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 333-152959
YouChange Holdings Corp
(Exact name of registrant as defined in its charter)
| Nevada | 51-0665952 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| | |
2708 North 68th Street, Suite 4 | 85257 |
| Scottsdale, Arizona | (Zip Code) |
(Address of principal executive offices) | |
866-712-9273
(Registrant’s telephone number, including area code)
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 o No o
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 þ No o
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 o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ |
| | | (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 Act). Yes o No þ
The number of Common Shares of the Registrant outstanding as of October 31, 2011 was 38,930,605.
DOCUMENTS INCORPORATED BY REFERENCE - None
EXPLANATORY NOTE
On November 14, 2011, YouChange Holdings Corp filed its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011 (the “Original Report”). This Amendment No. 1 on Form 10-Q/A to the Original Report (this “Form 10-Q/A”) is being filed solely for the purpose of furnishing Exhibit 101 to the Original Report, which contains the XBRL Interactive Data Files required by Rule 405 of Regulation S-T, by amending the Exhibit Index under Item 6 of Part II of the Original Report. As permitted by Rule 405(a)(2)(ii) of Regulation S-T, Exhibit 101 is required to be furnished by amendment within 30 days of the original filing date of the Original Report.
Except as described above, this Form 10-Q/A does not amend or update any information contained in the Original Report to reflect events occurring subsequent to the original filing date or otherwise.
Item 6. Exhibits
No. | Exhibit |
| | |
| 31.1 | 8650 Section 302 Certification of Chief Executive Officer* |
| 31.2 | 8650 Section 302 Certification of Chief Financial Officer* |
32.1 | Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| 101.ins | XBRL Instance |
| 101.sch | XBRL Schema |
| 101.cal | XBRL Calculation |
| 101.def | XBRL Definition |
| 101.lab | XBRL Label |
| 101.pre | XBRL Presentation |
* Filed previously
SIGNATURES
Pursuant to the requirements 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.
| | YOUCHANGE HOLDINGS CORP |
| | |
| Date: December 19, 2011 | |
| | |
| | By:/s/ JEFFREY I. RASSÁS |
| | Jeffrey I. Rassás |
| | Chief Executive Officer and Director |
| | |
| | By:/s/ RICHARD A. PAPWORTH |
| | Richard A. Papworth |
| | Chief Financial Officer and Director |
