Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - 3Power Energy Group Inc. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2011
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ____________ to ____________
Commission File Number: 333-103647
3Power Energy Group Inc.
(Exact Name of Registrant as Specified in its Charter)
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Nevada
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98-0393197
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(State or other jurisdiction of
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(IRS Employer
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incorporation or organization)
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Identification No.)
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100 Wall Street, 21st Floor
New York, NY 10005
(Address of principal executive offices)
011 44 203 318 2995
(Registrant’s Telephone Number, Including Area Code)
N/A
(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 ¨ No x
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 (Sec.323.405 of this chapter) during the preceding 12 months (or 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer
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Accelerated Filer
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o
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Non-Accelerated Filer
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o
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Smaller reporting company
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x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x
As of August 30, 2011, the Issuer had 107,127,408 shares of its Common Stock outstanding.
EXPLANATORY NOTE
Our company is 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, 2011 (the “Form 10-Q”), filed with the Securities and Exchange Commission on September 2, 2011 (the “Original Filing Date”), to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from our Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language):
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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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 or update in any way disclosures made in the Form 10-Q. No other changes have been made to the Form 10-Q.
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Exhibit
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Description
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3.4
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By-Laws, as amended, incorporated by reference to Exhibit 3.4 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 19, 2011.
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10.26
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Financing & Security Agreement, by and between the Company and CR&P Holding S.p.A., dated as of March 10, 2011, incorporated by reference to Exhibit 10.26 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 13, 2011.
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10.27
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Stock Purchase Agreement, by and between the Company, Seawind Energy, Seawind Services and the Shareholders of Seawind Energy, dated as of May 13, 2011, incorporated by reference to Exhibit 10.27 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 13, 2011.
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10.28
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Services Agreement, by and between the Company and Seawind Services Limited, dated as of May 9, 2011, incorporated by reference to Exhibit 10.28 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 13, 2011.
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10.29
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Services Agreement, by and between Seawind Services Limited and Seawind International Limited, dated as of May 9, 2011, incorporated by reference to Exhibit 10.29 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 13, 2011.
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10.30
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Wind Energy Project Purchase Agreement, by and between the Company and Power Andina Limited, dated as of May 5, 2011, incorporated by reference to Exhibit 10.30 to the Company’s Current Report on Form 8-K/A, filed with the Securities and Exchange Commission on May 19, 2011.*
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10.31
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Wind Energy Project Purchase Agreement, by and between the Company and Enerserve Ltd., dated as of May 16, 2011, incorporated by reference to Exhibit 10.31 to the Company’s Current Report on Form 8-K/A, filed with the Securities and Exchange Commission on May 19, 2011.*
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31.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
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32.1
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Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
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101.INS
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XBRL Instance Document***
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101.SCH
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XBRL Taxonomy Extension Schema***
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase***
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase***
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101.LAB
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XBRL Taxonomy Extension Label Linkbase***
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase***
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*
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Portions of those exhibits marked with an asterisk have been omitted and filed separately with the Commission pursuant to a request for confidential treatment.
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**
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Previously included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, as filed with the Securities and Exchange Commission on September 2, 2011.
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***
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In accordance with Regulation S-T - the XBRL related information in Exhibit 101 to this Quarterly Report on Form 10-Q/A shall be deemed “furnished” and not “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended.
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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 thereunto duly authorized.
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3POWER ENERGY GROUP INC.
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By:
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/s/ Toby Durrant
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Name:
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Toby Durrant
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Title:
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Acting Chief Executive Officer,
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Acting Principal Financial Officer and
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Acting Principal Accounting Officer
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Dated: September 26, 2011