UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 2
X. QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011
. TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number 333-169818
PUB CRAWL HOLDINGS, INC.
(Name of small business issuer in its charter)
Nevada |
| 27-2758155 |
(State of incorporation) |
| (I.R.S. Employer Identification No.) |
802 Sunset Court
San Diego, CA 92109
(Address of principal executive offices)
(619) 508-9000
(Registrant’s telephone number)
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 . No . (Not required)
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 Exchange Act). Yes X. No .
As of November 14, 2011, there were 5,000,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.
EXPLANATORY NOTE: The purpose of this Amendment No. 2 to the Quarterly Report of Pub Crawl Holdings, Inc. (the "Company") on Form 10-Q for the quarterly period ended September 30, 2011, filed with the Securities and Exchange Commission on November 14, 2011 (the "Form 10-Q") is to change the Company's status from a non-shell company to a shell company as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. No other changes have been made to the Form 10-Q.
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ITEM 6.
EXHIBITS
Exhibit Number | Description of Exhibit | Filing |
3.01 | Articles of Incorporation | Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1. |
3.02 | Bylaws | Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1. |
10.01 | Assignment Agreement between the Company, Peter Kremer, and PBPubCrawl.com, LLC dated June 14, 2010 | Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1. |
10.02 | Form of Management Agreement between the Company and Peter Kremer dated June 22, 2010 | Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1. |
10.03 | Promissory Note between the Company and Sun Valley Investments dated August 5, 2010 | Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1. |
10.04 | Consulting Agreement between the Company and Voltaire Gomez dated September 23, 2010 | Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1. |
10.05 | Settlement Agreement between the Company and Sun Valley Investments dated May 25, 2011 | Filed with the SEC on August 11, 2011 as part of our Current Report on Form 8-K |
10.06 | Promissory Note between the Company and Deville Enterprises, Inc. dated June 1, 2011 | Filed with the SEC on August 11, 2011 as part of our Current Report on Form 8-K |
14.01 | Code Of Ethics | Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1. |
21.01 | List of Subsidiaries | Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1. |
31.01 | Certification of Principal Executive Officer Pursuant to Rule 13a-14 | Filed herewith. |
31.02 | Certification of Principal Financial Officer Pursuant to Rule 13a-14 | Filed herewith. |
32.01 | CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act | Filed herewith. |
101.INS* | XBRL Instance Document | Filed with the SEC on November 17, 2011 as part of our Amended Quarterly Report on Form 10-Q/A. |
101.SCH* | XBRL Taxonomy Extension Schema Document | Filed with the SEC on November 17, 2011 as part of our Amended Quarterly Report on Form 10-Q/A. |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | Filed with the SEC on November 17, 2011 as part of our Amended Quarterly Report on Form 10-Q/A. |
101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | Filed with the SEC on November 17, 2011 as part of our Amended Quarterly Report on Form 10-Q/A. |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | Filed with the SEC on November 17, 2011 as part of our Amended Quarterly Report on Form 10-Q/A. |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | Filed with the SEC on November 17, 2011 as part of our Amended Quarterly Report on Form 10-Q/A. |
*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
| PUB CRAWL HOLDINGS, INC. |
Dated: April 20, 2012 |
| /s/ Pete Kremer |
|
| PETE KREMER |
|
| Its: President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
Dated: April 20, 2012 | /s/ Pete Kremer |
| By: PETE KREMER Its: Director |
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