UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q /A
Amendment #1
| [X] | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the quarterly period ended March 31, 2014 | |
| [ ] | Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 |
| For the transition period from __________ to__________ | |
| Commission File Number: 333-165692 |
Co-Signer, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 27-1963282 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| 8275 S. Eastern Avenue, Suite 200-661 , Las Vegas, NV 89123 |
| (Address of principal executive offices) |
| (855) 267-4461 |
| (Registrant’s telephone number) |
___________________________ |
| (Former name, former address and former fiscal year, if changed since last report) |
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 [X] Yes [ ] 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).
[X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
| [ ] Large accelerated filer Accelerated filer | [ ] Non-accelerated filer |
| [X] Smaller reporting company |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ] Yes [X] No
State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 150,484,189 as of May 16, 2014.
| 1 |
EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K/A (the “Amendment”) amends the Annual Report on Form 10-K of Co-Signer, Inc. (the “Company”) for the year ended December 31, 2013 (the “Original Filing”), that was originally filed with the U.S. Securities and Exchange Commission on April 15, 2014. The Amendment is being filed to submit Exhibit 101 in its entirety.
The Amendment revises the detail tagging included in Note 4, Note 5, Note 6, Note 8, Note 9, Note 10 and Note 11 on Exhibit 101 (XBRL interactive data). Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. Those sections of the Original Filing that are unaffected by the Amendment are not included herein. The Amendment continues to speak as of the date of the Original Filing. Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing, as well as the Company’s other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing.
| 2 |
| Exhibit Number | Description of Exhibit |
| 10.1 | Posting Agreement with You Funding, Inc.* |
| 10.2 | KBM Worldwide, Inc. Convertible Promissory Note dated March 20, 2014* |
| 10.3 | KBM Worldwide, Inc. Securities Purchase Agreement dated March 20, 2014* |
| 10.4 | Amendment dated April 4, 2014 to Promissory Note with JMJ Financial* |
| 31.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
*Previously filed.
| 3 |
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.
| Co-Signer, Inc. | |
| Date: | May 22, 2014 |
| /s/ Kurtis A. Kamarenk | |
| By: | Kurtis A. Kamarenko |
| Title: | President, Chief Executive Officer, and Chief Financial Officer |
| 4 |