U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Mark One)
[X] Annual Report under Section 13 or 15 (d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 2011
[ ] Transition report under Section 13 or 15 (d) of the Securities Exchange Act
of 1934 (No fee required)
For the transition period from _______________ to _______________
Commission file number 000-28865
AMINCOR, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 30-0658859
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1350 Avenue of the Americas, 24th Floor, New York, New York 10019
(Address of Principal Executive Office) (Zip Code)
(347) 821-3452
(Registrant's Telephone Number, Including Area Code)
(Former name, former address and former fiscal year,
if changed since last report)
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Class A Common Stock par value $.001 per share
Class B Common Stock par value $.001 per share
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 not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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 if the registrant has submitted electronically or posted
on its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulations S-T (ss.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 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
definition 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 [X] 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 [X]
To date, there has been no active trading market in Registrant's Stock and
therefore no market value has been computed.
As of April 16, 2012, there were 7,478,409 shares of Registrant's Class A Common
Stock and 21,176,262 shares of Registrant's Class B Common Stock outstanding.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Company's Annual Report on Form 10-K
for the year ended December 31, 2011, filed with the Securities and Exchange
Commission on April 16, 2012 (the "Form 10-K"), is solely to furnish Exhibit 101
to the Form 10-K. Exhibit 101 provides the financial statements and related
notes from the Form 10-K formatted in XBRL (Extensible Business Reporting
Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the
Form 10-K continues to speak as of the original filing date of the Form 10-K,
does not reflect events that may have occurred subsequent to the original filing
date, and does not modify or update in any way disclosures made in the original
Form 10-K.
Pursuant to rule 406T of Regulation S-T, the Interactive Data Files on Exhibit
101 hereto are deemed not filed or part of a registration statement or
prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as
amended, are deemed not filed for purposes of Section 18 of the Securities Act
of 1934, as amended, and otherwise are not subject to liability under those
sections.
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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) (1) Financial statements and schedules filed as a part of this report are
listed on the "Index to Financial Statements" contained herein. All other
schedules are omitted because (i) they are not required under the instructions,
(ii) they are inapplicable or (iii) the information is included in the financial
statements.
(b) Exhibits.
Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation of Amincor, Inc. (Incorporated by
reference to Company's Registration Statement on Form 10 filed on
August 4, 2010)
3.2 Amincor, Inc. By-Laws (Incorporated by reference to Company's
Registration Statement on Form 10 filed on August 4, 2010)
3.3 Certificate of Incorporation of Amincor Contract Administrators,
Inc.(Incorporated by reference to Company's Form 10-K filed on April
18, 2011)
3.4 Certificate of Incorporation of Amincor Other Assets, Inc.
(Incorporated by reference to Company's Form 10-K filed on April 18,
2011)
3.5 Certificate of Incorporation of Baker's Pride, Inc. (Incorporated by
reference to Company's Form 10-K filed on April 18, 2011)
3.6 Certificate of Incorporation of the Mount Pleasant Street Bakery,
Inc.(Incorporated by reference to Company's Form 10-K filed on April
18, 2011)
3.7 Certificate of Incorporation of the Jefferson Street Bakery,
Inc.(Incorporated by reference to Company's Form 10-K filed on April
18, 2011)
3.8 Certificate of Amendment to the Articles of Incorporation of Epic
Sports International, Inc. (Incorporated by reference to Company's
Form 10-K filed on April 18, 2011)
3.9 Certificate of Incorporation of Environmental Holding
Corp.(Incorporated by reference to Company's Form 10-K filed on
April 18, 2011)
3.10 Certificate of Incorporation of Environmental Quality Services, Inc.
(Incorporated by reference to Company's Form 10-K filed on April 18,
2011)
3.11 Certificate of Incorporation of Masonry Supply Holding
Corp.(Incorporated by reference to Company's Form 10-K filed on
April 18, 2011)
3.12 Certificate of Incorporation of Imperia Masonry Supply
Corp.(Incorporated by reference to Company's Form 10-K filed on
April 18, 2011)
3.13 Certificate of Incorporation Tulare Holdings, Inc. (Incorporated by
reference to Company's Form 10-K filed on April 18, 2011)
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3.14 Articles of Formation Tulare Frozen Foods, LLC(Incorporated by
reference to Company's Form 10-K filed on April 18, 2011)
3.15 Certificate of Incorporation Tyree Holdings Corp.(Incorporated by
reference to Company's Form 10-K filed on April 18, 2011)
3.16 Certificate of Incorporation Tyree Environmental Corp.(Incorporated
by reference to Company's Form 10-K filed on April 18, 2011)
3.17 Certificate of Incorporation Tyree Equipment Corp.(Incorporated by
reference to Company's Form 10-K filed on April 18, 2011)
3.18 Certificate of Incorporation Tyree Service Corp.(Incorporated by
reference to Company's Form 10-K filed on April 18, 2011)
3.19 Certificate of Incorporation The South Street Bakery, Inc.*
10.1 Share Exchange Agreement between Amincor, Inc. and Tulare Frozen
Foods Inc. (Incorporated by reference to Company's Registration
Statement on Form 10 filed on August 4, 2010)
10.2 Letter of Intent for Acquisition of Tulare Holdings, Inc.
(Incorporated by reference to Company's Registration Statement on
Form 10 Amendment No. 2 filed on January 7, 2011)
10.3 Discount Factoring Agreement between Capstone Business Credit, LLC
and Tulare Frozen Foods, Inc. (Incorporated by reference to
Company's Registration Statement on Form 10 Amendment No. 2 filed on
January 7, 2011)
10.4 Purchase Order Financing Agreement between Tulare Frozen Foods, Inc.
and Capstone Capital Group I, LLC (Incorporated by reference to
Company's Registration Statement on Form 10 Amendment No. 2 filed on
January 7, 2011)
10.5 Amendment to Purchase Order Financing Agreement between Tulare
Frozen Foods, Inc. and Capstone Capital Group I, LLC (Incorporated
by reference to Company's Registration Statement on Form 10
Amendment No. 2 filed on January 7, 2011)
10.6 Letter of Intent for the acquisition of Baker's Pride, Inc.
(Incorporated by reference to Company's Registration Statement on
Form 10 Amendment No. 2 filed on January 7, 2011)
10.7 Letter of Intent for the acquisition of Imperia Masonry Supply Corp.
(Incorporated by reference to Company's Registration Statement on
Form 10 Amendment No. 2 filed on January 7, 2011)
10.8 Letter of Intent for the acquisition of Klip America, Inc.
(Incorporated by reference to Company's Registration Statement on
Form 10 Amendment No. 2 filed on January 7, 2011)
10.9 Letter of Intent for the acquisition of Tyree Holdings Corp.
(Incorporated by reference to Company's Registration Statement on
Form 10 Amendment No. 2 filed on January 7, 2011)
10.10 Stock Purchase Agreement, dated October 18, 2010, by and among
Registrant, Hammond Investments, Ltd. and Capstone Special Purpose
Fund, LP for the purchase of Tyree Holdings Corp. (Incorporated by
reference to Company's Current Report on Form 8-K filed on October
19, 2010)
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10.11 Stock Purchase Agreement, dated October 18, 2010, by and among
Registrant, Hammond Investments, Ltd. and Capstone Special Purpose
Fund, LP for the purchase of Masonry Supply Holding Corp.
(Incorporated by reference to Company's Current Report on Form 8-K
filed on October 19, 2010)
10.12 Stock Purchase Agreement, dated October 18, 2010, by and among
Registrant, Hammond Investments, Ltd. and Capstone Special Purpose
Fund, LP for the purchase of Baker's Pride, Inc. (Incorporated by
reference to Company's Current Report on Form 8-K filed on October
19, 2010)
10.13 Stock Purchase Agreement, dated October 18, 2010, by and between
Registrant and Universal Apparel Holdings, Inc. for the purchase of
Epic Sports International, Inc. (Incorporated by reference to
Company's Current Report on Form 8-K filed on October 19, 2010)
10.14 Strategic Alliance Agreement, dated October 26, 2010, by and between
Epic Sports International, Inc and Samsung C&T America, Inc.
(Incorporated by reference to Company's Current Report on Form 8-K
filed on October 29, 2010)
10.15 Option Agreement, dated October 26, 2010, for Samsung to Purchase
Shares of Epic Sports International, Inc. (Incorporated by reference
to Company's Current Report on Form 8-K filed on October 29, 2010)
10.16 Form of Non-Qualified Stock Option Agreement, dated December 31,
2010 (Incorporated by reference to Company's Current Report on Form
8-K filed on January 26, 2011)
10.17 Surrender of Collateral, Strict Foreclosure and Release Agreement,
dated January 3, 2011 for the assets to be assigned to Environmental
Quality Services, Inc. (Incorporated by reference to Company's
Current Report on Form 8-K filed on January 26, 2011)
10.18 Loan and Security Agreement, dated November 1, 2010, by and among
Amincor, Inc., Baker's Pride, Inc. and Capstone Capital Group,
LLC(Incorporated by reference to Company's Form 10-K filed on April
18, 2011)
10.19 License Agreement, dated January 1, 2011, by and between Amincor,
Inc. and Brescia Apparel Corp.(Incorporated by reference to
Company's Form 10-K filed on April 18, 2011)
10.20 Transition Services Agreement, dated as of December 31, 2009, by and
among Capstone Capital Group I, LLC, Capstone Business Credit, LLC,
Capstone Capital Management, Inc., Capstone Trade Partners, Ltd. and
Joning, Corp.(Incorporated by reference to Company's Form 10-K filed
on April 18, 2011)
10.21 Amendment to Transition Services Agreement, dated as of December 31,
2010, by and among Capstone Capital Group I, LLC, Capstone Business
Credit, LLC, Capstone Capital Management, Inc., Capstone Trade
Partners, Ltd. and Joning, Corp. (Incorporated by reference to
Company's Form 10-K filed on April 18, 2011)
10.22 Loan Agreement, by and between South Street Bakery and Central State
Bank, dated January 27, 2012*
14.1 Code of Ethics(Incorporated by reference to Company's Form 10-K
filed on April 18, 2011)
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21 Organizational Chart of Amincor, Inc. and its
subsidiaries(Incorporated by reference to Company's Form 10-K filed
on April 18, 2011)
31.1 Chief Executive Officer's Certificate, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.*
31.2 Chief Financial Officer's Certificate, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.*
32.1 Chief Executive Officer's Certificate, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.*
32.2 Chief Financial Officer's Certificate, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002.*
99.1 Lease for Tulare Premises (Incorporated by reference to Company's
Registration Statement on Form 10 filed on August 4, 2010)
99.2 Tulare Equipment Lease (Incorporated by reference to Company's
Registration Statement on Form 10 filed on August 4, 2010)
99.3 Amendment to Lease for Tulare Premises (Incorporated by reference to
Company's Registration Statement on Form 10 filed on August 4, 2010)
99.4 Amendment to Tulare Equipment Lease (Incorporated by reference to
Company's Registration Statement on Form 10 filed on August 4, 2010)
99.5 Organizational Chart - Capstone companies (Incorporated by reference
to Company's Registration Statement on Form 10 Amendment No. 2 filed
on January 7, 2011)
99.6 Organizational Chart - Tulare Holdings, Inc. (Incorporated by
reference to Company's Registration Statement on Form 10 Amendment
No. 2 filed on January 7, 2011)
99.7 Lease Agreement, dated August 12, 2011, by and among Corbi
Properties, LLC, Clear Lake Specialty Products, Inc. and The South
Street Bakery, Inc. (Incorporated by reference to Company's Form
10-Q filed on August 16, 2011)
99.8 Option Agreement, dated August 12, 2011, by and among Corbi
Properties, LLC, Clear Lake Specialty Products, Inc. and The South
Street Bakery, Inc. (Incorporated by reference to Company's Form
10-Q filed on August 16, 2011)
101 Interactive Data Files pursuant to Rule 405 of Regulation S-T.**
* previously filed
** filed herewith
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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 hereunto duly authorized.
AMINCOR, INC.
Date: April 18, 2012
/s/ John R. Rice, III
--------------------------------------------
By: John R. Rice, III, President
Date: April 18, 2012
/s/ Robert L. Olson
--------------------------------------------
By: Robert L. Olson, Chief Financial Officer
BOARD OF DIRECTORS
Date: April 18, 2012
/s/ John R. Rice, III
--------------------------------------------
John R. Rice, III, Director
/s/ Joseph F. Ingrassia
--------------------------------------------
Joseph F. Ingrassia, Director
/s/ Robert L. Olson
--------------------------------------------
By: Robert L. Olson, Director
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