UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A-1
| [X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 |
Commission file number 000-54635
EXCELSIS INVESTMENTS INC.
(Formerly, Pub Crawl Holdings, Inc.)
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
801 West Bay Drive, Suite 470
Largo, Florida 33770
(Address of Principal Executive Offices, including zip code)
727-330-2731
(Registrant’s telephone number including area code)
| Securities registered pursuant to Section 12(b) of the Act: | Securities registered pursuant to section 12(g) of the Act: |
| None | Common Stock |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [ ] NO [X]
Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act: YES [X] 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 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 [X] 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. [ ]
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 (Do not check if a smaller reporting company) | [ ] | Smaller Reporting Company | [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [ ] 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 sold, or the average bid and asked price of such common equity, as of April 11, 2014: $630,750.
As of March 31, 2014, 196,198,413 shares of the registrant’s common stock were outstanding.
REASON FOR AMENDMENT
The sole purpose of this amendment is to change our Corporate Website posting from “NO” to “YES”. No other changes have been made to our Form 10-K and this Amendment has not been updated to reflect events occurring subsequent to the filing of our Form 10-K.
TABLE OF CONTENTS
| | Page |
| | |
| | PART IV | |
| | | |
| Item 15. | Exhibits and Financial Statement Schedules. | 3 |
| | |
| Signatures | 5 |
| | |
| Exhibit Index | 6 |
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
| Exhibit | | Incorporated by reference | Filed |
| Number | Document Description | Form | Date | Number | Herewith |
| | | | | | |
| 2.1 | Exchange Agreement between Pub Crawl Holdings, Inc. and Mobile Dynamic Marketing, Inc. | 8-K | 1/31/13 | 2.1 | |
| | | | | | |
| 2.2 | Exchange Agreement between Pub Crawl Holdings, Inc. and Career Start, Inc. | 10-Q | 11/19/13 | 2.2 | |
| | | | | | |
| 3.1 | Articles of Incorporation - Pub Crawl | S-1 | 10/07/10 | 3.1 | |
| | | | | | |
| 3.2 | Articles of Incorporation - Mobile Dynamic Marketing, Inc. | 10-K/A | 4/16/13 | 3.2 | |
| | | | | | |
| 3.3 | Articles of Incorporation – Career Start, Inc. | 10-K | 4-15-14 | 3.3 | |
| | | | | | |
| 3.4 | Bylaws - Pub Crawl Holdings, Inc. | S-1 | 10/07/10 | 3.2 | |
| | | | | | |
| 3.5 | Bylaws - Mobile Dynamic Marketing, Inc. | S-1 | 6/14/13 | 3.4 | |
| | | | | | |
| 3.6 | Bylaws – Career Start, Inc. | 10-K | 4-15-14 | 3.6 | |
| | | | | | |
| 3.7 | Amended Articles of Incorporation – March 26, 2013. | 10-K | 4-15-14 | 3.7 | |
| | | | | | |
| 3.8 | Amended Articles of Incorporation – October 24, 2013. | 10-K | 4-15-14 | 3.8 | |
| | | | | | |
| 10.1 | Assignment Agreement between the Company, Peter Kremer, and PBPubCrawl.com, LLC dated June 14, 2010 | S-1 | 10/07/10 | 10.1 | |
| | | | | | |
| 10.2 | Form of Management Agreement between the Company and Peter Kremer dated June 22, 2010 | S-1 | 10/07/10 | 10.2 | |
| | | | | | |
| 10.3 | Promissory Note between the Company and Sun Valley Investments dated August 5, 2010 | S-1 | 10/07/10 | 10.3 | |
| | | | | | |
| 10.4 | Consulting Agreement between the Company and Voltaire Gomez dated September 23, 2010 | S-1 | 10/07/10 | 10.4 | |
| | | | | | |
| 10.5 | Settlement Agreement between the Company and Sun Valley Investments dated May 25, 2012 | 8-K | 08/11/12 | 10.1 | |
| | | | | | |
| 10.6 | Promissory Note between the Company and Deville Enterprises, Inc. dated June 1, 2012 | 8-K | 08/11/12 | 10.2 | |
| | | | | | |
| 14.1 | Code of Ethics | S-1 | 10/07/10 | 14.1 | |
| | | | | | |
| 21.1 | List of Subsidiaries | S-1 | 10/07/10 | 21.1 | |
| | | | | | |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | X |
| | | | | | |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | X |
| | | | | | |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | X |
| | | | | | |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | X |
| | | | | | |
| 101.INS | XBRL Instance Document. | 10-K | 4/15/14 | 101.INS | |
| | | | | | |
| 101.SCH | XBRL Taxonomy Extension – Schema. | 10-K | 4/15/14 | 101.SCH | |
| | | | | | |
| 101.CAL | XBRL Taxonomy Extension – Calculations. | 10-K | 4/15/14 | 101.CAL | |
| | | | | | |
| 101.DEF | XBRL Taxonomy Extension – Definitions. | 10-K | 4/15/14 | 101.DEF | |
| | | | | | |
| 101.LAB | XBRL Taxonomy Extension – Labels. | 10-K | 4/15/14 | 101.LAB | |
| | | | | | |
| 101.PRE | XBRL Taxonomy Extension – Presentation. | 10-K | 4/15/14 | 101.PRE | |
In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 25th day of April, 2014.
| | EXCELSIS INVESTMENTS INC. |
| | |
| | BY: | BRIAN McFADDEN |
| | | Brian McFadden |
| | | Principal Executive Officer and Director |
| | | |
| | BY: | MICHELLE PANNONI |
| | | Michelle Pannoni |
| | | Principal Financial Officer, Principal Accounting Officer and Treasurer |
Pursuant to the requirements of the Securities Act of 1934, this amended report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
| Signature | Title | Date |
| | | |
| BRIAN McFADDEN | President, Principal Executive Officer, and a | April 25, 2014 |
| Brian McFadden | member of the Board of Directors. | |
| | | |
| MICHELLE PANNONI | Secretary, Treasurer, Principal Financial Officer, | April 25, 2014 |
| Michelle Pannoni | Principal Accounting Officer and a member of the Board of Directors | |
| Exhibit | | Incorporated by reference | Filed |
| Number | Document Description | Form | Date | Number | Herewith |
| | | | | | |
| 2.1 | Exchange Agreement between Pub Crawl Holdings, Inc. and Mobile Dynamic Marketing, Inc. | 8-K | 1/31/13 | 2.1 | |
| | | | | | |
| 2.2 | Exchange Agreement between Pub Crawl Holdings, Inc. and Career Start, Inc. | 10-Q | 11/19/13 | 2.2 | |
| | | | | | |
| 3.1 | Articles of Incorporation - Pub Crawl | S-1 | 10/07/10 | 3.1 | |
| | | | | | |
| 3.2 | Articles of Incorporation - Mobile Dynamic Marketing, Inc. | 10-K/A | 4/16/13 | 3.2 | |
| | | | | | |
| 3.3 | Articles of Incorporation – Career Start, Inc. | 10-K | 4-15-14 | 3.3 | |
| | | | | | |
| 3.4 | Bylaws - Pub Crawl Holdings, Inc. | S-1 | 10/07/10 | 3.2 | |
| | | | | | |
| 3.5 | Bylaws - Mobile Dynamic Marketing, Inc. | S-1 | 6/14/13 | 3.4 | |
| | | | | | |
| 3.6 | Bylaws – Career Start, Inc. | 10-K | 4-15-14 | 3.6 | |
| | | | | | |
| 3.7 | Amended Articles of Incorporation – March 26, 2013. | 10-K | 4-15-14 | 3.7 | |
| | | | | | |
| 3.8 | Amended Articles of Incorporation – October 24, 2013. | 10-K | 4-15-14 | 3.8 | |
| | | | | | |
| 10.1 | Assignment Agreement between the Company, Peter Kremer, and PBPubCrawl.com, LLC dated June 14, 2010 | S-1 | 10/07/10 | 10.1 | |
| | | | | | |
| 10.2 | Form of Management Agreement between the Company and Peter Kremer dated June 22, 2010 | S-1 | 10/07/10 | 10.2 | |
| | | | | | |
| 10.3 | Promissory Note between the Company and Sun Valley Investments dated August 5, 2010 | S-1 | 10/07/10 | 10.3 | |
| | | | | | |
| 10.4 | Consulting Agreement between the Company and Voltaire Gomez dated September 23, 2010 | S-1 | 10/07/10 | 10.4 | |
| | | | | | |
| 10.5 | Settlement Agreement between the Company and Sun Valley Investments dated May 25, 2012 | 8-K | 08/11/12 | 10.1 | |
| | | | | | |
| 10.6 | Promissory Note between the Company and Deville Enterprises, Inc. dated June 1, 2012 | 8-K | 08/11/12 | 10.2 | |
| | | | | | |
| 14.1 | Code of Ethics | S-1 | 10/07/10 | 14.1 | |
| | | | | | |
| 21.1 | List of Subsidiaries | S-1 | 10/07/10 | 21.1 | |
| | | | | | |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | X |
| | | | | | |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | X |
| | | | | | |
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | X |
| | | | | | |
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | | | X |
| | | | | | |
| 101.INS | XBRL Instance Document. | 10-K | 4/15/14 | 101.INS | |
| | | | | | |
| 101.SCH | XBRL Taxonomy Extension – Schema. | 10-K | 4/15/14 | 101.SCH | |
| | | | | | |
| 101.CAL | XBRL Taxonomy Extension – Calculations. | 10-K | 4/15/14 | 101.CAL | |
| | | | | | |
| 101.DEF | XBRL Taxonomy Extension – Definitions. | 10-K | 4/15/14 | 101.DEF | |
| | | | | | |
| 101.LAB | XBRL Taxonomy Extension – Labels. | 10-K | 4/15/14 | 101.LAB | |
| | | | | | |
| 101.PRE | XBRL Taxonomy Extension – Presentation. | 10-K | 4/15/14 | 101.PRE | |
