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EX-99.2 - UNAUDITED FINANCIAL STATEMENTS - NightCulture, Inc.nght_ex992.htm
EX-99.1 - AUDITED FINANCIAL STATEMENTS - NightCulture, Inc.nght_ex991.htm
EX-99.3 - UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS - NightCulture, Inc.nght_ex993.htm


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported):  September 12, 2012
 
NIGHTCULTURE, INC.
(Exact name of registrant as specified in Charter)
 
Nevada
 
0-49648
 
73-1554122
(State or other jurisdiction
of incorporation or organization)
 
(Commission
File No.)
 
(IRS Employer
Identification No.)
 
6400 Richmond Avenue
Houston, Texas 77057
(Address of Principal Executive Offices)(Zip Code)
 
832-535-9070
(Issuer Telephone number)
 
 
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 
EXPLANATORY NOTE
 
This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 18, 2012 (the “Original 8-K”) by NightCulture, Inc., a Nevada corporation (the “Company”), to provide the required financial statements in connection with the Company’s acquisition of the assets of an unincorporated business operated under the name “Full Access” (“Full Access”).  
 
This Current Report on Form 8-K/A amends Item 9.01(a) and Item 9.01(b) of the Original 8-K to provide certain historical financial information of Full Access and the Company’s unaudited pro forma financial information relating to the effects of the acquisition.
 
 
Item 9.01.  
Financial Statements and Exhibits.
     
(a)  
Financial Statements of Business Acquired
     
   
The Audited Financial Statements of Full Access as of and for the years ended December 31, 2011 and 2010, are attached as Exhibit 99.1.  The Unaudited Financial Statements of Full Access as of and for the nine months ended September 30, 2012 and 2011, are attached as Exhibit 99.2.
     
(b)  
Pro Forma Financial Information
     
   
The Unaudited Pro Forma Condensed Combined Balance Sheet of Registrant as of June 30, 2012, and the Unaudited Pro Forma Condensed Combined Statements of Income of Registrant for the year ended December 31, 2011 and the nine months ended September 30, 2012, are attached as Exhibit 99.3.
     
(d)  
Exhibits
     
 
99.1
Audited financial statements of Full Access as of and for the years ended December 31, 2011 and 2010
 
99.2
Unaudited financial statements of Full Access as of and for the nine months ended September 30, 2012 and 2011
 
99.3
Unaudited Pro Forma Condensed Financial Statements
 
 
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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.
 
  NIGHTCULTURE, INC.  
       
Dated:  November 28, 2012
By:
 /s/ Michael Long  
   
Michael Long
 
   
President
 
 
 
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