Attached files
file | filename |
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EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATIONS - Global Medical REIT Inc. | f10ka083112_ex31z1.htm |
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATIONS - Global Medical REIT Inc. | f10ka083112_ex32z1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
_______________
FORM 10-K/A
Amendment no. 1
_______________
X . ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2012
or
. TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______to______.
| SCOOP MEDIA, INC. |
|
| (Exact name of registrant as specified in its charter) |
|
Nevada |
| 333-177592 |
| 33-1220471 |
(State or other jurisdiction of incorporation or organization) |
| (Commission file number) |
| (I.R.S. Employer Identification No.) |
| 2187 Preville St. Lasalle, QC, Canada H8N 1N4 |
|
| (Address of principal executive offices) |
|
| (514) 312-7576 |
|
| (Registrants telephone number, including area code) |
|
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act: None
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 Securities Act.
Yes . No X .
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 website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of the Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or 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 (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants 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 (as defined in Exchange Act Rule 12b-2).
Large accelerated filer . Accelerated filer . Non-accelerated filer . 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 X . No .
As of the last business day of the registrants most recently completed second fiscal quarter, there was no active public trading market for our common stock.
As of April 23, 2013, the registrant had 8,000,000 shares of its common stock issued and outstanding.
Documents Incorporated by Reference: None.
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TABLE OF CONTENTS
PAGE
PART III
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 5 |
PART IV
Item 15. | Exhibits, Financial Statement Schedules | 5 |
Signatures |
| 6 |
3
EXPLANATORY NOTE
This Amendment No. 1 (the Amendment) to our Annual Report on Form 10-K for the year ended August 31, 2012 filed on November 29, 2012 (the Original 10-K), of Scoop Media, Inc. (the Company) is being filed with the Securities and Exchange Commission (the SEC) to restate the disclosure in Item 12 of the Original 10-K regarding the security ownership of certain beneficial owners of the Company. Only Items 12 and 15 have been amended and restated in this Amendment. Specifically, the table setting forth the beneficial ownership of more than 5% of our common stock has been revised to reflect that Richard Lee, and not Chung Tung Lim, is the beneficial owner of 1,500,000 shares of the Companys common stock. No changes have been made to the Original 10-K other than the changes in Item 12 and updates to the Exhibit Index and Cover Page.
Unless expressly stated, this Amendment does not reflect events occurring after the filing of the Original 10-K, nor does it modify or update in any way the disclosures contained in the Original 10-K, which speaks as of the date of their original filings. Accordingly, this Amendment should be read in conjunction with the Original 10-K and our other SEC filings subsequent to the filing of the Original 10-K.
Unless the context requires otherwise, references to we, us, our, Scoop Media and the Company refer specifically to Scoop Media, Inc. and its subsidiaries.
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PART III
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of April 23, 2013 certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock, by each of our directors and executive officers, and by our directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated.
Title of Class |
| Name of Beneficial Owner |
| Amount and Nature of Beneficial Ownership |
| Percent of Class (1) |
|
|
|
|
|
|
|
Common Stock |
| Awais Khan |
| 4,000,000 |
| 50% |
Common Stock |
| Richard Lee |
| 1,500,000 |
| 18.75% |
Common Stock |
| All Executive Officers and Directors as a group (2 persons) |
| 5,500,000 |
| 68.75% |
(1) Based on 8,000,000 shares of our common stock outstanding as of April 23, 2013.
PART IV
Item 15. Exhibits, Financial Statement Schedules
Exhibit Number |
| Description |
3.1(1) |
| Articles of Incorporation (1) |
3.2(2) |
| Certificate to Amendment of Articles of Incorporation (2) |
3.3(2) |
| By-Laws (1) |
31.1 |
| Certification of the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1* |
| 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. |
101.INS ** |
| XBRL Instance Document |
101.SCH ** |
| XBRL Taxonomy Extension Schema Document |
101.CAL ** |
| XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF ** |
| XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB ** |
| XBRL Taxonomy Extension Label Linkbase Document |
101.PRE ** |
| XBRL Taxonomy Extension Presentation Linkbase Document |
*
In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.
**
XBRL (Extensible Business Reporting Language) information is incorporated by reference to the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 29, 2012.
(1) Incorporated by reference to the Companys Form S-1 filed with the Securities and Exchange Commission on October 28, 2011.
(2) Incorporated by reference to the Companys Form S-1/A filed with the Securities and Exchange Commission on January 5, 2012.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| SCOOP MEDIA, INC. |
|
|
Date: April 23, 2013 | By: /s/ Awais Khan |
| Awais Khan |
| President and Director Principal Executive Officer Principal Financial Officer Principal Accounting Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: April 23, 2013 | By: /s/ Awais Khan |
| Awais Khan |
| President and Director Principal Executive Officer Principal Financial Officer Principal Accounting Officer |
Date: April 23, 2013 | By: /s/ Richard Lee |
| Richard Lee Vice President and Director |
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