UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Amendment No.1
to
FORM 10-K
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| ☑ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended: December 31, 2015
OR
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ____ to ____
Commission file number: 000-55030
UMED HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
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| Texas | 90-0893594 |
(State or Other Jurisdiction of Incorporation or Organization) | (IRS Employer Identification No.) |
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| 8851 Camp Bowie Blvd. West, Suite 240 | |
| Fort Worth, Texas | 76116 |
| (Address of principal executive offices) | (Zip Code) |
| |
Registrant's telephone number, including area code 817-346-6900 |
Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value, listed on the OTCQB.
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑
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 ☐ 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 þ 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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. ¨ þ
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. (Check one):
| | | | |
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☑ |
| | | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
As of March 24, 2015, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold based on the closing price on that date was approximately $6,974,090. On March 24, 2016, the registrant had outstanding 188,219,085 shares of Common Stock, $0.0001 par value per share.
Documents Incorporated by Reference
None
Explanatory Note
UMED Holdings, Inc. (the "Company") is filing this Amendment No. 1 (the "Amendment") to the Company's annual report on Form 10-K for the year ended December 31, 2015 (the Form 10-K"), filed with the Securities and Exchange Commission on April 14, 2016 (the "Original Filing Date"). Solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from the Company's Form 10-K. formatted in XBRL (eXtensible Business Reporting Language):
101. INS XBRL Instance Document
101. SCHXBRLTaxonomy Schema
101. CALXBRL Taxonomy Calculation Linkbase
101. DEFXBRL Taxonomy Definition Linkbase
101. LABXBRL Taxonomy Label Linkbase
101. PREXBRL Taxonomy Presentation Linkbase
No other changes have been made to the Form 10-K. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify up update in any way disclosures made in the
10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Item 15. Exhibits and Financial Statement Schedules.
(b) Exhibits.
| Exhibit No. | Name of Exhibit |
| 31.1*** | Certification pursuant to Section 13a-14 of CEO |
| 31.2*** | Certification pursuant to Section 13a-14 of CFO |
| 32.1*** | Certification pursuant to Section 1350 of CEO |
| 32.2*** | Certification pursuant to Section 1350 of CFO |
| 101*** | Interactive data files pursuant to Rule 405 of Regulation S-T |
*** Filed herewith
*** Filed herewith.
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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 in Houston, Texas.
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| | UMED HOLDINGS, INC. |
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| April 15, 2016 | By: | /s/ Ransom Jones |
| | | Ransom Jones |
| | | Interim Chief Executive Officer |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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| April 15, 2016 | By: | /s/ Ransom Jones |
| | | Ransom Jones |
| | | Interim Chief Executive Officer |
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| April 15, 2016 | By: | /s/ Randy Moseley |
| | | Randy Moseley |
| | | Director, Chief Financial Officer and Principal Accounting Officer |
| April 15, 2016 | By: | /s/ Richard Halden |
| | | Richard Halden |
| | | Director |
| April 15, 2016 | By: | /s/ Craig Takacs |
| | | Craig Takacs |
| | | Director |
| April 15, 2016 | By: | /s/ Kevin Jones |
| | | Kevin Jones |
| | | Director |
| April 15, 2016 | By: | /s/ Raymond Wright |
| | | Raymond Wright |
| | | Director |
| April 15, 2016 | By: | /s/ D. Patrick Six |
| | | D. Patrick Six |
| | | Director |
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