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UNITED STATESSECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM 10-K/A |
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xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2012 |
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OR |
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oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 |
For the transition period from _______ to ________ |
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Commission File Number: 000-53681 |
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| ECHO AUTOMOTIVE, INC. | |
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(Exact name of registrant as specified in its charter) |
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Nevada | 98-0599680 |
(State or Other Jurisdiction of
Incorporation) | (I.R.S. Employer
Identification No.) |
16000 North 80th Street, Suite E Scottsdale, AZ 85260
(Address of Principal Executive Offices)
(855) 324-7288
(Registrant’s telephone number)
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
(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. Yes o No þ
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 o No þ
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 þ No o
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 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 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 of this Form 10-K. 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. (Check one):
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting companyþ
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 aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was $0 as of June 30, 2012.
| Class | | Outstanding at April 10, 2013 |
| Common stock, par value $.001 | | 75,000,000 |
EXPLANATORY NOTE
The sole purpose of this amendment to Echo Automotive Inc. Company Annual Report on Form 10-K (the “Form 10-K”) for the period ended December 31, 2012, as filed with the Securities and Exchange Commission on April 16, 2013, is to amend Item 15 Exhibits and Financial Statement Schedules and to furnish the Exhibits 10.15, 10.16, 10.17, 10.18, 10.19, 10.20, 10.22 and 21.
This Form 10-K/A does not reflect events occurring after the original filing of our Annual Report on Form 10-K on April 16, 2013 and no attempt has been made in this Form 10-K/A to modify or update other disclosures as presented in the original filing of our Annual Report on Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with our filings with the SEC subsequent to the original filing of our Annual Report on Form 10-K.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Form 10-K/A.
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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Exhibit
Number | | Description | |
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| 10.15 | | | License Agreement with CleanFutures, LLC dated April 5, 2013* |
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| 10.16 | | | Securities Purchase Agreement with Newmarket Traders LTD dated February4, 2013* |
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| 10.17 | | | Securities Purchase Agreement with Newmarket Traders LTD dated February7, 2013* |
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| 10.18 | | | Securities Purchase Agreement with Newmarket Traders LTD dated February25, 2013* |
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| 10.19 | | | Securities Purchase Agreement with Newmarket Traders LTD dated March7, 2013* |
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| 10.20 | | | Lease Agreement with TREF Scottsdale LLC dated February 18, 2013.* |
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| 10.22 | | | Offer of Employment* |
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| 21 | | | List of Subsidiaries - Echo Automotive, LLC an Arizona limited liability company* |
| 31.1* | | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1* | | | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2* | | | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
* Filed 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.
April 22, 2013.
| Echo Automotive, Inc. |
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| By: | /s/ William D. Kennedy |
| | William D. Kennedy |
| | Chief Executive Officer |
| | (Principal Executive Officer) |
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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:
| Signature | | Capacity | | Date |
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| /s/ William D. Kennedy | | | | |
William D Kennedy /s/ Rodney H. McKinley | | Chief Executive Officer and Director (Principal Executive Officer) | | April 22, 2013 |
| Rodney H. McKinley | | Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer) | | April 22, 2013 |
| /s/ Jim Holden | | | | |
| Jim Holden | | Director | | April 22, 2013 |
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| /s/ Daniel Clarke | | | | |
| Daniel Clarke | | Director | | April 22, 2013 |
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| /s/ Jason Plotke | | | | |
| Jason Plotke | | President and Director | | April 22, 2013 |
