UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
(Mark One)
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2017
| [ ] | 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: 000-55053
Blow & Drive Interlock Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 46-3590850 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| 5503 Cahuenga Blvd, #203 | ||
| Los Angeles, CA | 91601 | |
| (Address of principal executive offices) | (Zip Code |
(818) 299-0653
Registrant’s telephone number, including area code
(Former address, if changed since last report)
(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.
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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] | ||
Non-accelerated filer [ ] | Smaller reporting company [X] | ||
| (Do not check if a smaller reporting company) | |||
| Emerging growth company [ ] | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X].
Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:
Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
Applicable only to corporate issuers:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of August 17, 2017, there were 22,770,628shares of common stock, $0.0001 par value, issued and outstanding.
EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to our Quarterly Report on Form 10-Q for the period ended June 30, 2017 (the “Form 10-Q”), filed with the United States Securities and Exchange Commission on August 21, 2017 (the “Original Filing Date”), solely to correct an inaccuracy on the cover page of the Form 10-Q. On our original Form 10-Q, we mistakenly checked the “No” box on the cover page of the filing where it indicates whether a company has submitted electronically and posted on its corporate website every Interactive Data File (its XBRL files) required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Since we have submitted electronically and posted on our corporate website all of our Interactive Data Files for the past 12 months the answer to this questions should have been “Yes.” With this Amendment we are changing the answer to this question from “No” to “Yes”.
No other changes have been made to the Form 10-Q. This Amendment speaks as of the Original Filing Date and does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way the disclosures made in the Form 10-Q.
| 2 |
ITEM 6 Exhibits
| Item No. | Description | |
| 3.1 (1) | Certificate of Incorporation of Jam Run Acquisition Corporation dated June 28, 2013 | |
| 3.2 | Articles of Amendment to Articles of Incorporation to Jam Run Acquisition Corporation dated February 6, 2014 (changing corporate name to Blow & Drive Interlock Corporation) | |
| 3.3 (1) | Bylaws of Jam Run Acquisition Corporation (now Blow & Drive Interlock Corporation) dated June 2013 | |
| 10.1 (2) | Agreement between Tiber Creek Corporation and Laurence Wainer dated January 25, 2014 | |
| 10.2 (2) | Promissory Note between the Company and Laurence Wainer dated February 16, 2014 | |
| 10.3 (3) | Lease Agreement by and between Marsel Plaza LLC and Laurence Wainer and Blow and Drive Interlock Corporation dated January 21, 2015 | |
| 10.4 (4) | Exclusive Distributorship Agreement with Theenk Inc. dated August 21, 2015 | |
| 10.5 (4) | Exclusive Distributorship Agreement with Jay Lopez dated July 24, 2015 | |
| 10.6 (4) | Independent Contractor Agreement with Laurence Wainer dated September 11, 2015 | |
| 10.7 (5) | Exclusive Distributorship Agreement with Stephen Ferraro dated November 9, 2015 | |
| 10.4 (6) | Supply Agreement by and between BDI Manufacturing, Inc., an Arizona corporation, and C4 Development Ltd. dated June 29, 2015 | |
| 10.5 (7) | Securities Purchase Agreement with David Stuart Petlak entered into on November 19, 2015 | |
| 10.6 (7) | Convertible Promissory Note issued to David Stuart Petlak dated November 19, 2015 | |
| 10.7 (7) | Common Stock Warrant issued to David Stuart Petlak dated November 19, 2015 | |
| 10.8 (8) | Exclusive Distributorship Agreement with dba Blow & Drive Houston dated January 11, 2016 | |
| 10.9 (9) | Secured Promissory Note and Agreement with Ira Silver dated January 20, 2016 | |
| 10.10 (9) | Secured Promissory Note and Agreement with Chaim K. Wainer dated October 29, 2015 | |
| 10.11 (10) | Securities Purchase Agreement with Dr. Oren Azulay dated March 30, 2016 | |
| 10.12 (10) | Common Stock Purchase Agreement with Gustavo Arceo dated April 2016 | |
| 10.13 (10) | Common Stock Purchase Agreement with LGL LLC dated May 6, 2016 | |
| 10.14 (11) | Loan and Security Agreement with Doheny Group, LLC dated June 30, 2017 | |
| 10.15 (11) | Phase 1 Loan Agreement with Doheny Group, LLC dated June 30, 2017 | |
| 10.16 (11) | Royalty Agreement with Doheny Group, LLC dated June 30, 2017 | |
| 10.17 (11) | Common Stock Purchase Agreement with Doheny Group, LLC dated June 30, 2017 |
| 3 |
| 10.18 (11) | Agreement with Abraham Summers and Gnossis International, LLC | |
| 10.19 (12) | Termination of Services Agreement by and between Blow & Drive Interlock Corporation, Abraham Summers and Gnosiis International, LLC dated June 19, 2017 | |
| 10.20 (13) | Amendment No. 1 to Debt Conversion and Series A Preferred Stock Purchase Agreement dated May 17, 2017 | |
| 10.21 (13) | Amendment No. 1 to Loan and Security Agreement with Doheny Group, LLC dated June 3, 2017 | |
| 10.22 (13) | Amendment No. 1 to Royalty Agreement with Doheny Group, LLC dated June 3, 2017 | |
| 31.1* | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith). | |
| 31.2* | Rule 13a-14(a)/15d-14(a) Certification of Chief Accounting Officer (filed herewith). | |
| 32.1* | Section 1350 Certification of Chief Executive Officer (filed herewith). | |
| 32.2* | Section 1350 Certification of Chief Accounting Officer (filed herewith). |
| 101.INS ** | XBRL Instance Document | |
| 101.SCH ** | XBRL Taxonomy Extension Schema Document | |
| 101.CAL ** | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF ** | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB ** | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE ** | XBRL Taxonomy Extension Presentation Linkbase Document |
| * Filed herewith | |
| ** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. |
| (1) | Incorporated by reference from our Registration Statement on Form 10, filed with the Commission on September 30, 2013. | |
| (2) | Incorporated by reference from our Registration Statement on Form S-1, filed with the Commission on July 24, 2014. | |
| (3) | Incorporated by reference from our Annual Report on Form 10-K, filed with the Commission on March 30, 2015. | |
| (4) | Incorporated by reference from our Current Report on Form 8-K filed with the Commission on September 11, 2015. | |
| (5) | Incorporated by reference from our Current Report on Form 8-K filed with the Commission on November 12, 2015. |
| 4 |
| (6) | Incorporated by reference from our Quarterly Report on Form 10-Q, filed with the Commission on August 13, 2015. | |
| (7) | Incorporated by reference from our Current Report on Form 8-K filed with the Commission on September 11, 2015. | |
| (8) | Incorporated by reference from our Current Report on Form 8-K filed with the Commission on February 22, 2016. | |
(9) | Incorporated by reference from our Current Report on Form 8-K filed with the Commission on March 17, 2016. | |
| (10) | Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on August 22, 2016. | |
| (11) | Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on August 21, 2017. | |
| (12) | Incorporated by reference from our Current Report on Form 10-Q filed with the Commission on July 3, 2017. | |
| (13) | Incorporated by reference from our Quarterly Report on Form 10-Q filed with the Commission on August 21, 2017. |
| 5 |
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.
| Blow & Drive Interlock Corporation | ||
| Dated: August 31, 2017 | By: | /s/ Laurence Wainer |
| Laurence Wainer | ||
| Chief Executive Officer | ||
| 6 |
