UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
| x | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| | For the fiscal year ended July 31, 2012 |
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| o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT |
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| | For the transition period from _________ to ________ |
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| | Commission file number: 333-162597 |
PRIME ESTATES AND DEVELOPMENTS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 27-0611758 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | | |
200 South Wacker Drive, Suite 3100, Chicago, 60606, IL. | | 60606 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number: (312) 674.4529
Securities registered under Section 12(b) of the Exchange Act:
| Title of each class | | Name of each exchange on which registered |
| None | | not applicable |
Securities registered under Section 12(g) of the Exchange Act:
| Title of each class | | Name of each exchange on which registered |
| Common Stock, par value $0.001 | | not applicable |
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 x
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 x No o
Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 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 x 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 o No o
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.
Yes o No x
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 | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $2,639,184 as of October 29, 2012.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 24,905,532 as of October 10, 2012.
EXPLANATORY NOTE
The sole purpose of this Amendment to the Registrant’s Annual Report on Form 10-K for the fiscal year ended July 31, 2012 (“Form 10-K”) is to furnish Exhibits 31.1 and 31.2 in the exact format required in response to a comment letter from the SEC staff dated February 7, 2013.
This Form 10-K/A and the related certification exhibits are being signed by the persons who were officers and directors at the time the original Form 10-K was filed.
No other changes have been made to the Registrant’s Form 10-K. This Amendment does not reflect any subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the original filings.
| Exhibit No. | | Document Description |
| | | |
| 10.1 | | SHARE CONTRIBUTION AGREEMENT WITH MAINLINE LAND CO., LLC DATED SEPTEMBER 25, 2012, FILED AS AN EXHIBIT TO FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 27, 2012 AND INCORPORATED HEREIN BY REFERENCE. |
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| 31.1 | | CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. * |
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| 31.2 | | CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. * |
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| 32.1 | | CERTIFICATION of CEO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002 |
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| 32.2 | | CERTIFICATION of CFO PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEYACT OF 2002 |
__________
*Filed herewith
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | Prime Estates and Developments, Inc. | |
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| Date: February 15, 2013 | By: | /s/ Panagiotis Drakopoulos | |
| | | Panagiotis Drakopoulos | |
| | | Chairman and Chief Executive Officer | |
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In accordance with the Exchange Act , this report has been duly signed by the following persons on behalf of the Company and in the capacities and on the dates indicated.
| Date: February 15, 2013 | | /s/ Vasileios Mavrogiannis | |
| | | Vasileios Mavrogiannis | |
| | | Chief Financial Officer and Director | |
| | | | |
| | | | |
| Date: February 15, 2013 | | /s/ Panagiotis Drakopoulos | |
| | | Panagiotis Drakopoulos | |
| | | Corporate Secretary and Director | |
