Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - MIDWEST OIL & GAS INC. | Financial_Report.xls |
| EX-32.2 - EXHIBIT 32.2 - MIDWEST OIL & GAS INC. | ex32_2apg.htm |
| EX-31.1 - EXHIBIT 31.1 - MIDWEST OIL & GAS INC. | ex31_1apg.htm |
| EX-32.1 - EXHIBIT 32.1 - MIDWEST OIL & GAS INC. | ex32_1apg.htm |
| EX-31.2 - EXHIBIT 31.2 - MIDWEST OIL & GAS INC. | ex31_2apg.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Amendment No. 1
(Mark One)
| [X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| For the fiscal year ended | January 31, 2013 | |
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| [ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| For the transition period from | [ ] to [ ] | |
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| Commission file number | 000-54666 | |
| AMERICAS DIAMOND CORP. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
| 27-1614533 |
| (State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
| 2nd Floor, Berkeley Square House, Berkeley Square London, United Kingdom |
| W1J 6BD |
| (Address of principal executive offices) |
| (Zip Code)
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| Registrant's telephone number, including area code: |
| +44 207 887 6189 |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
| Name of Each Exchange On Which Registered |
| None |
| None |
Securities registered pursuant to Section 12(g) of the Act:
| Common Stock, $.001 par value | |||
| (Title of class)
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| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. | |||
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| Yes [ ] No [X]
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| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act | |||
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| Yes [ ] No [X]
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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 last 90 days. | |||
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| Yes [X] No [ ]
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| 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-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). | |||
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| 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 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. | ||||
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| 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. | ||||
| Large accelerated filer | [ ] | Accelerated filer | [ ] | |
| Non-accelerated filer | [ ] | Smaller reporting company | [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). | ||||
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| Yes [ ] No [X]
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| The aggregate market value of Common Stock held by non-affiliates of the Registrant on January 31, 2013 was $10,500,000 based on a $0.70 average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed year end. | ||||
| Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
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| 31,891,630 common shares as of May 16, 2013. |
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DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the year ended January 31, 2013, filed with the Securities and Exchange Commission on May 16, 2013, is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, 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 original Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
ADMC SEC form 10K/A January 31, 2013 Page 2 of 4
PART IV
Item 15.
Exhibits
| (a) | Financial Statements | |
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| (1) | Financial statements for our company are listed in the index under Item 8 of this document |
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| (2) | All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. |
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| (b) | Exhibits | |
Exhibit No. | Description |
| (3) | (i) Articles; (ii) By-laws |
3.1 | Articles of Incorporation (Incorporated by reference to our Registration Statement on Form S-1 filed on March 9, 2010). |
| 3.2 | By-Laws (Incorporated by reference to our Registration Statement on Form S-1 filed on March 9, 2010). |
3.3 | Articles of Merger (incorporated by reference from our Current Report on Form 8-K filed on October 11, 2012) |
| 3.4 | Certificate of Change (incorporated by reference from our Current Report on Form 8-K filed on October 11, 2012) |
(10) | Material Contracts |
| 10.1 | Employment Agreement between our company and Thomas L. Crom, III dated January 23, 2013 (incorporated by reference to our Current Report on Form 8-K filed on January 24, 2013) |
10.2 | Share Issuance Agreement between our company and Asia-Pacific Capital Ltd. dated January 23, 2013 (incorporated by reference to our Current Report on Form 8-K filed on January 24, 2013) |
| 10.3 | Stock Purchase Agreement between our company, SUDAM Diamonds Ltd and Daniel Martinez dated February 11, 2013 (incorporated by reference to our Current Report on Form 8-K filed on March 1, 2013) |
(31) | Rule 13a-14(a) / 15d-14(a) Certifications |
| 31.1 | Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer |
31.2 | Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer |
| (32) | Section 1350 Certifications |
32.1 | Certification filed pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer |
| 32.2 | Certification filed pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer and Principal Accounting Officer |
101** | Interactive Data File |
| 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 |
| ** | Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections. |
ADMC Form 10K/A January 31, 2013 Page 3 of 4
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, thereto duly authorized.
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| AMERICAS DIAMOND CORP. |
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| (Registrant)
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| Dated: May 21, 2013 |
| /s/ Daniel Martinez |
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| Daniel Martinez |
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| President, Chief Executive Officer and Director |
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| (Principal Executive Officer) |
| Dated: May 21, 2013 |
| /s/ Thomas L. Crom, III |
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| Thomas L. Crom, III |
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| Chief Financial Officer, Secretary, Treasurer and Director |
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| (Principal Financial Officer and 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.
| Dated: May 21, 2013 |
| /s/ Daniel Martinez |
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| Daniel Martinez |
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| President, Chief Executive Officer and Director |
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| (Principal Executive Officer) |
| Dated: May 21, 2013 |
| /s/ Thomas L. Crom, III |
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| Thomas L. Crom, III |
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| Chief Financial Officer, Secretary, Treasurer and Director |
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| (Principal Financial Officer and Principal Accounting Officer) |
ADMC Form 10K/A January 31, 2013 Page 4 of 4