Attached files
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| EXCEL - IDEA: XBRL DOCUMENT - Firemans Contractors, Inc. | Financial_Report.xls |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form 10-K /A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2012
Commission file number: 333-169384
_______________
FIREMANS CONTRACTORS, INC.
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Nevada
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27-0811315
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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2406 Gravel Drive
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Fort Worth, Texas
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76118
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
(800) 475-1479
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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None
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Not Applicable
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Securities registered pursuant to Section 12(g) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, $0.001 par value
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Not Applicable
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities. Yes o No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of the Act. Yes o No þ
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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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 þ No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. o
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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o
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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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þ
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ
The aggregate market value of voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common equity was last sold, as of the last business day of the registrant’s most recently completed second fiscal quarter – $12,276,000.
The number of shares of the registrant’s Common Stock, par value $0.001, outstanding on September 15, 2012, was 169,017,430.
The number of shares of the registrant’s Class A Convertible Preferred Stock, par value $1.00, outstanding on September 15, 2012, was 200,000.
The number of shares of the registrant’s Class B Convertible Preferred Stock, par value $1.00, outstanding on September 15, 2012, was 2,000,000.
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EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the year ended June 30, 2012 (the “Form 10-K”), which was originally filed with the Securities and Exchange Commission on October 1, 2012, for the sole purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report furnishes the following items from the Form 10-K formatted in eXtensible Business Reporting Language (XBRL): (i) the Balance Sheets as of June 30, 2012 and June 30, 2011, (ii) the Statements of Operations for the fiscal years ended June 30, 2012 and 2011, (iii) the Statements of Stockholders' Deficit for the fiscal years ended June 30, 2012 and 2011, (iv) the Statements of Cash Flows for the fiscal years ended June 30, 2012 and 2011 and (v) the Notes to Financial Statements.
No other changes have been made to the Form 10-K. This Amendment does not reflect events that have occurred after the October 1, 2012 filing date of the Form 10-K, or modify or update the disclosures presented therein, except to reflect the amendment described above.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this annual report:
(1) Financial Statements
All financial statements of the Registrant as set forth under Item 8 of this Annual Report on Form 10-K.
(2) Financial Statement Schedules
All financial statement schedules have been omitted because they are not applicable or not required, or the information required thereby is included in the consolidated financial statements or the notes thereto included in this annual report.
(3) Exhibits
Each exhibit identified below is filed with this annual report. Exhibits designated with an “*” are filed herewith.
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Exhibit No.
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Description
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3.1
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Articles of Incorporation of Registrant (1)
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3.2
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Bylaws of Registrant (1)
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3.3*
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Amendment to Articles of Incorporation
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4.1*
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Certificate of Designation
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31.1*
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Certification Pursuant to Rules 13a-14(a) and 15d-14(a) Under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2*
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Certification Pursuant to Rules 13a-14(a) and 15d-14(a) Under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32*
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Certification Pursuant to Section 902 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
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99.1
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2011 Employees/Consultants Stock Compensation Plan
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| 101.INS** | XBRL Instance Document |
| 101.SCH** | XBRL Taxonomy Extension Schema |
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB** | XBRL Taxonomy Extension Label Linkbase |
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase |
____________
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*
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Previously filed.
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| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on October 12 , 2012.
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FIREMANS CONTRACTORS, INC.
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By:
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/s/ Renee Gilmore
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Name: Renee Gilmore
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Title: CEO, President and Director
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on October 12 , 2012.
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Signature
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Title
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/s/ Renee Gilmore
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CEO, President and Director
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Renee Gilmore
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(Principal Executive Officer)
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/s/ Nikolay Frolov
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Chief Financial Officer and Director
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Nikolay Frolov
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(Principal Financial and Accounting Officer)
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/s/ Aaron Gilmore
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Chief Operations Officer and Director
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Aaron Gilmore
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/s/ Danielle O’Neal
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Secretary and Director
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Danielle O’Neal
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/s/ Scott O’Neal
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Director
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Scott O’Neal
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SUPPLEMENTAL INFORMATION:
NO ANNUAL REPORT OR PROXY MATERIAL WAS SENT TO SECURITY HOLDERS DURING THE LAST FISCAL YEAR, AND NO SUCH REPORT OR MATERIAL IS EXPECTED TO BE SENT IN THE CURRENT FISCAL YEAR.
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INDEX TO EXHIBITS
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Exhibit No.
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Description
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3.1
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Articles of Incorporation of Registrant (1)
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3.2
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Bylaws of Registrant (1)
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3.3
3.4
3.5
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Amendment to Articles of Incorporation (2)
Amendment to Articles of Incorporation (3)
Amendment to Articles of Incorporation (4)
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4.1
4.2
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Certificate of Designation (2)
Certificate of Designation (3)
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31.1*
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Certification Pursuant to Rules 13a-14(a) and 15d-14(a) Under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2*
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Certification Pursuant to Rules 13a-14(a) and 15d-14(a) Under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32*
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Certification Pursuant to Section 902 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
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99.1
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2011 Employees/Consultants Stock Compensation Plan (2)
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| 101.INS** | XBRL Instance Document |
| 101.SCH** | XBRL Taxonomy Extension Schema |
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase |
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase |
| 101.LAB** | XBRL Taxonomy Extension Label Linkbase |
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase |
____________
1. Incorporated by reference to the Company's Registration Statement on Form S-1 as filed with the SEC on September 15, 2010.
2. Incorporated by reference to the Company's Annual Report on Form 10-K as filed with the SEC on September 28, 2011.
3. Incorporated by reference to the Company's Current Report on Form 8-K as filed with the SEC on July 12, 2012.
4. Incorporated by reference to the Company's Current Report on Form 8-K as filed with the SEC on August 8, 2012.
* Previously filed.
** Furnished herewith.
** Furnished herewith.
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