Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - Network Cadence, Inc. | ex31x2.htm |
| EX-3.1 - EXHIBIT 3.1 - Network Cadence, Inc. | ex3x1.htm |
| EX-31.1 - EXHIBIT 31.1 - Network Cadence, Inc. | ex31x1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q/A
(Mark
One)
|
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the quarterly period ended
December 31,
2009
or
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For
the transition period from _______ to _______.
Commission file No. 000-52882
|
VERECLOUD,
INC.
|
|
(Exact
name of registrant as specified in its charter)
|
|
Nevada
|
26-0578268
|
|
(State
or other jurisdiction of incorporation
or
organization)
|
(I.R.S.
Employer Identification Number)
|
|
6560
South Greenwood Plaza Boulevard
Number
400
Englewood,
Colorado 80111
(Address
of principal executive offices)
|
|
(877)
711-6492
|
|
(Registrant's
telephone number, including area code)
|
|
Network
Cadence, Inc.
Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report
December
31 Fiscal Year
|
|
Former
Name, Former Address and 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 ¨ No ¨
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
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
|
¨ (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 ¨ No x
As of February 17, 2010, there were
47,380,000 shares of the registrants common stock, par value $0.001 per share,
issued and outstanding.
Explanatory
Note
This
Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on
Form 10-Q of Verecloud, Inc. (the “Company”), for the quarter ended December 31,
2009, filed with the Securities and Exchange Commission (“SEC”) on February 16,
2010 (the “Original Quarterly Report”). The sole purpose of this Amendment is to
amend Item 6 of Part II of the Original Quarterly Report in order to include a
complete filed copy of the Company’s Articles of Incorporation, as
amended. Accordingly, Item 6 of Part II is replaced in its entirety
with the information provided herein. We are also re-filing Exhibit 31.1,
Section 302 Certification – Principal Executive Officer, and Exhibit 31.2,
Section 302 Certification – Principal Financial Officer, as required by Rule
12b-15 of the Securities Exchange Act of 1934. As permitted
by, and in accordance with SEC staff guidance, because the Company is not
including financial statements in this Amendment, paragraph 3 of each of these
certifications has been removed.
Except as
described above, no attempt has been made in this Amendment to modify or update
other disclosures presented in the Original Quarterly Report. This Amendment
does not reflect events occurring after the filing of the Original Quarterly
Report or modify or update those disclosures, including the exhibits to the
Original Quarterly Report affected by subsequent events. Accordingly, this
Amendment should be read in conjunction with our filings with the SEC subsequent
to the filing of the Original Quarterly Report, including any amendments to
those filings.
Item
6. Exhibits
|
Exhibits:
|
||
|
3.1
|
Articles
of Incorporation of Verecloud, Inc., attached herewith
|
|
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31.1
|
Certification
of Chief Executive Officer Pursuant to Rules 13a-14 and 15d-14 of the
Securities Exchange Act of 1934
|
|
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31.2
|
Certification
of Chief Financial Officer Pursuant to Rules 13a-14 and 15d-14 of the
Securities Exchange Act of 1934
|
|
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32.1
|
|
Certification
of Chief Executive Officer and Chief Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed as Exhibit 32.1 to the Company’s
Quarterly Report on Form 10-Q on February 16, 2010 and incorporated herein
by reference)
|
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.
|
VERECLOUD,
INC.
|
||
|
Date: February
17, 2010
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By:
|
/s/
John McCawley
|
|
John
McCawley
|
||
|
Chief
Executive Officer
|
||
|
Date:
February 17, 2010
|
By:
|
/s/
James R. Buckley
|
|
James
R. Buckley
|
||
|
Chief
Financial Officer
|
||
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