UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 10-Q
________________
X.QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2012
.TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934
For the transition period from ______ to _______
Commission File Number 000-54635
PUB CRAWL HOLDINGS, INC.
![[f10q093012_10q001.jpg]](https://capedge.com/proxy/10-Q/0001078782-12-002909/f10q093012_10q001.jpg)
(Name of small business issuer in its charter)
Nevada |
| 27-2758155 |
(State of incorporation) |
| (I.R.S. Employer Identification No.) |
19 6th Street
Belize City, Belize
(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.
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 (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
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Non-Accelerated Filer
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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). X. Yes . No
As of November 16, 2012, there were 265,500,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.
PUB CRAWL HOLDINGS, INC.*
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION |
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ITEM 1. | FINANCIAL STATEMENTS | 3 |
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ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 10 |
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ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 12 |
ITEM 4. | CONTROLS AND PROCEDURES | 12 |
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PART II. OTHER INFORMATION |
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ITEM 1. | LEGAL PROCEEDINGS | 12 |
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ITEM 1A. | RISK FACTORS | 12 |
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ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 12 |
ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 12 |
ITEM 4. | MINE SAFETY DISCLOSURES | 13 |
ITEM 5. | OTHER INFORMATION | 13 |
ITEM 6. | EXHIBITS | 13 |
Special Note Regarding Forward-Looking Statements
Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Pub Crawl Holdings, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.
*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or “PBCW” refers to Pub Crawl Holdings, Inc.
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ITEM 1.
FINANCIAL STATEMENTS
PUB CRAWL HOLDINGS INC.
(A Development Stage Company)
Financial Statements
(Expressed in US dollars)
September 30, 2012 (unaudited) and June 30, 2012
Financial Statement Index
Consolidated Balance Sheets (unaudited)
4
Consolidated Statements of Operations (unaudited)
5
Consolidated Statements of Cash Flows (unaudited)
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Notes to the Consolidated Financial Statements (unaudited)
7
3
PUB CRAWL HOLDINGS INC.
(A Development Stage Company)
Consolidated Balance Sheets
(unaudited)
| September 30, 2012 $ | June 30, 2012 $ |
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ASSETS |
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Cash | 2,177 | 5,820 |
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Total Assets | 2,177 | 5,820 |
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LIABILITIES |
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Current Liabilities |
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Accounts Payable | 87,469 | 86,250 |
Accrued Liabilities | 16,241 | 13,217 |
Due to Related Parties | 1,000 | 16,750 |
Loan Payable | 120,000 | 120,000 |
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Total Liabilities | 224,710 | 236,217 |
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STOCKHOLDERS’ DEFICIT |
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Preferred Stock Authorized: 50,000,000 preferred shares with a par value of $0.001 per share Issued and outstanding: nil preferred shares |
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– | – | |
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Common Stock Authorized: 350,000,000 common shares with a par value of $0.001 per share Issued and outstanding: 265,500,000 common shares |
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265,500 | 265,500 | |
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Additional Paid-In Capital | (195,042) | (216,683) |
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Accumulated Deficit during the Development Stage | (292,991) | (279,214) |
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Total Stockholders’ Deficit | (222,533) | (230,397) |
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Total Liabilities and Stockholders’ Deficit | 2,177 | 5,820 |
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(The accompanying notes are an integral part of these consolidated financial statements)
4
PUB CRAWL HOLDINGS INC.
(A Development Stage Company)
Consolidated Statements of Operations
(unaudited)
| For the Three Months Ended September 30, 2012 $ | For the Three Months Ended September 30, 2011 $ | Accumulated from May 27, 2010 (Date of Inception) to September 30, 2012 $ |
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Revenues | 303 | 880 | 4,570 |
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Operating Expenses |
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Commissions | – | 410 | 2,380 |
Consulting | – | – | 20,000 |
General and administrative | 1,555 | 891 | 15,190 |
Management fees | 3,000 | 3,000 | 58,000 |
Professional fees | 6,500 | 17,000 | 182,500 |
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Total Operating Expenses | 11,055 | 21,301 | 278,070 |
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Loss Before Other Expense | (10,752) | (20,421) | (273,500) |
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Other Expense |
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Gain on forgiveness of debt | – | – | 4,250 |
Interest Expense | (3,025) | (3,024) | (23,741) |
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Net Loss | (13,777) | (23,445) | (292,991) |
Net Earnings per Share – Basic and Diluted | – | – |
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Weighted Average Shares Outstanding – Basic and Diluted | 265,500,000 | 225,000,000 |
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(The accompanying notes are an integral part of these consolidated financial statements)
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PUB CRAWL HOLDINGS INC.
(A Development Stage Company)
Consolidated Statements of Cashflows
(unaudited)
| For the Three Months Ended September 30, 2012 $ | For the Three Months Ended September 30, 2011 $ | Accumulated from May 27, 2010 (Date of Inception) to September 30, 2012 $ |
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Operating Activities |
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Net loss for the period | (13,777) | (23,445) | (292,991) |
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Adjustments to reconcile net loss to net cash used for operating activities: |
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Gain on forgiveness of debt | – | – | (4,250) |
Deconsolidation of subsidiary | (609) | – | (609) |
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Changes in operating assets and liabilities: |
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Accounts payable | 1,219 | 15,000 | 91,719 |
Accrued liabilities | 3,024 | 3,025 | 16,241 |
Due to related parties | 6,500 | 3,000 | 23,250 |
Deferred revenue | – | (560) | – |
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Net Cash Used In Operating Activities | (3,643) | (2,980) | (166,640) |
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Financing Activities |
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Repayment of loan | – | – | (75,000) |
Proceeds from loan | – | – | 195,000 |
Proceeds from issuance of common shares | – | – | 45,000 |
Capital contributions | – | – | 3,817 |
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Net Cash Provided by Investing Activities | – | – | 168,817 |
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Increase (decrease) in Cash | (3,643) | (2,980) | 2,177 |
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Cash – Beginning of Period | 5,820 | 11,806 | – |
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Cash – End of Period | 2,177 | 8,826 | 2,177 |
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Non-cash investing and financing activities: |
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Forgiveness of related party debt | 22,250 | – | 22,250 |
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Supplemental Disclosures |
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Interest paid | – | – | – |
Income tax paid | – | – | – |
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(The accompanying notes are an integral part of these consolidated financial statements)
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PUB CRAWL HOLDINGS INC.
(A Development Stage Company)
Notes to the Financial Statements
(unaudited)
1.
Nature of Operations and Continuance of Business
Pub Crawl Holdings, Inc. (the “Company”) was incorporated in the state of Nevada on May 27, 2010. On June 14, 2010, the Company entered into an Assignment Agreement (the "Acquisition") with PB PubCrawl.com LLC (“PubCrawl”), a California limited liability company, whereby the Company acquired a 100% interest in the member shares of PubCrawl in exchange for 5,000,000 common shares of the Company. The Acquisition was accounted for in accordance with ASC 805-50, Related Issues, as the companies were under common control prior to acquisition. On September 3, 2012, the Company sold their rights to PubCrawl to the former President and Director of the Company. The Company is a development stage company as defined by FASB guidelines.
These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the period ended September 30, 2012, the Company has a working capital deficit of $222,533 and accumulated deficit of $292,991. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2.
Summary of Significant Accounting Policies
a)
Basis of Presentation and Principles of Consolidation
The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars. The financial statements include the accounts of the Company and its former subsidiary, PubCrawl, a limited liability company in California, to September 3, 2012. All significant intercompany transactions have been eliminated as part of the consolidation. The Company’s fiscal year end is June 30.
b)
Use of Estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
c)
Interim Financial Statements
These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
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PUB CRAWL HOLDINGS INC.
(A Development Stage Company)
Notes to the Financial Statements
(unaudited)
2.
Summary of Significant Accounting Policies (continued)
d)
Cash and cash equivalents
The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at September 30 and June 30, 2012, the Company had no cash equivalents.
e)
Revenue Recognition
The Company recognizes revenue from advertising sales through various bars and restaurants. Revenue will be recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is assured. The Company is not exposed to any credit risks as amounts are prepaid prior to performance of services.
f)
Basic and Diluted Net Loss per Share
The Company computes net loss per share in accordance with ASC 260,Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As at September 30, 2012, the Company had no potentially dilutive shares.
g) Financial Instruments
Pursuant to ASC 820,Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and amounts due to related parties. Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.
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PUB CRAWL HOLDINGS INC.
(A Development Stage Company)
Notes to the Financial Statements
(unaudited)
2.
Summary of Significant Accounting Policies(continued)
h)
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3.
Deconsolidation
On September 3, 2012, the Company sold 100% rights of PubCrawl to the former President and Director of the Company. On the date of the transaction, PubCrawl had no liabilities and total assets of $609, which has been eliminated against additional paid-in capital.
4.
Loan Payable
As of September 30, 2012, the Company owed $120,000 (June 30, 2012 - $120,000) to a non-related company for financing of the Company’s day-to-day operations. The amounts owing are unsecured, due interest at 10% per annum, and due on demand. As of September 30, 2012, the Company recorded accrued interest of $16,240 (June 30, 2012 - $13,217), which has been recorded as accrued liabilities.
5.
Related Party Transactions
a)
During the period ended September 30, 2012, the Company incurred $2,000 (September 30, 2011 - $3,000) of management fees to the former President and Director of the Company.
b)
During the period ended September 30, 2012, the Company incurred $1,000 (September 30, 2011 - $nil) of management fees to the President and Director of the Company.
c)
During the period ended September 30, 2012, the former President and Director of the Company forgave $22,250 owing for management fees incurred on behalf of the Company. As at September 30, 2012, the Company owes $nil (June 30, 2012 - $16,750) to the former President and Director of the Company.
d)
As at September 30, 2012, the Company owes $1,000 (June 30, 2012 - $nil) to the President and Director of the Company for management fees incurred on behalf of the Company. The amount owing is unsecured, non-interest bearing, and due on demand.
6.
Subsequent events
In accordance with ASC 855, we have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION
FORWARD-LOOKING STATEMENTS
This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.
RESULTS OF OPERATIONS
Working Capital
| September 30, 2012 $ | June 30, 2012 $ |
Current Assets | 2,177 | 5,820 |
Current Liabilities | 224,710 | 236,217 |
Working Capital (Deficit) | (222,533) | (230,397) |
Cash Flows
| September 30, 2012 $ | September 30, 2011 $ |
Cash Flows from (used in) Operating Activities | (3,643) | 8,826 |
Cash Flows from (used in) Financing Activities | - | 183,325 |
Net Increase (decrease) in Cash During Period | (3,643) | (174,499) |
Operating Revenues
During the three months ended September 30, 2012, the Company earned revenues of $303 from advertising sources compared with revenues of $880 for the three months ended September 30, 2011.
Operating Expenses and Net Loss
During the three months ended September 30, 2012, the Company recorded operating expenses of $11,055 compared with operating expenses of $21,301 for the three months ended September 30, 2011. The decrease in operating expenses was attributed to limited cash flows to perform operating activities including a decline of $10,500 in professional fees relating to lower legal costs.
Liquidity and Capital Resources
As at September 30, 2012, the Company had a cash balance and asset total of $2,177 compared with $5,820 of cash and total assets as at June 30, 2012. The decrease is due to the fact that the Company did not raise any additional financing during the period and used limited cash flows to satisfy outstanding operating expenses.
As at September 30, 2012, the Company had total liabilities of $224,710 compared with $236,217 as at June 30, 2012. The decrease was due to the forgiveness of $22,250 of related party payables offset by an increase of $4,243 in accounts payable and accrued liabilities due to the limited cash flows of the Company resulting in longer lead times in payment of outstanding obligations.
The overall working capital deficit decreased from $230,397 at June 30, 2012 to $222,533at September 30, 2012 due to the forgiveness of related party payables of $22,250.
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Cashflow from Operating Activities
During the three months ended September 30, 2012, the Company used $3,643 of cash for operating activities compared to the use of $2,980 of cash for operating activities during the three months ended September 30, 2011. The net change in consistent with prior year and the slight increase is due to timing differences in the settlement of outstanding obligations.
Cashflow from Investing Activities
During the three months ended September 30, 2012 and 2011, the Company did not have any investing activities.
Cashflow from Financing Activities
During the three months ended September 30, 2012 and 2011, the Company did not have any financing activities.
Subsequent Developments
None
Going Concern
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.
Future Financings
We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Critical Accounting Policies
Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.
Recently Issued Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
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ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 4.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2012, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Amended Annual Report on Form 10-K as filed with the SEC on October 15, 2012, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.
Changes in Internal Control over Financial Reporting
Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.
The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1.
LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A.
RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
1.
Quarterly Issuances:
During the quarter, we did not issue any unregistered securities other than as previously disclosed.
2. Subsequent Issuances:
Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None.
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ITEM 4.
MINE SAFETY DISCLOSURES
Not Applicable.
ITEM 5.
OTHER INFORMATION
None.
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 herewith. |
101.SCH* | XBRL Taxonomy Extension Schema Document | Filed herewith. |
101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith. |
101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document | Filed herewith. |
101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith. |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith. |
*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.
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| PUB CRAWL HOLDINGS, INC. |
Dated: November 19, 2012 |
| /s/ Hubert Elrington |
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| By: HUBERT ELRINGTON |
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| Its: President, Chief Executive Officer, Chief Financial Officer, Chief Accounting 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: November 19, 2012 | /s/ Hubert Elrington |
| By:HUBERT ELRINGTON Its: Director |
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