Attached files
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 SECURUTIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2013
Commission File Number 333-179505
PINGIFY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
Suite 2020 (Scotia Place, Tower 1), 10060 Jasper Ave. Edmonton, AB, T5J 1V9
(Address of principal executive offices, including zip code)
(780) 628-6867
(Telephone number, including area code)
Jason Gray, President
Pingify International Inc.
c/o Resident Agents of Nevada 711 S. Carson Street, Suite 4
Carson City, Nevada 89701
Telephone (780)628-6867 Fax (780)669-5859
(Name, address and telephone number of agent for service)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 par value
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 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 Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K 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. [ ]
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):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
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 April 29, 2013, the registrant had 50,100,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established as of May 1, 2013.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Company's Annual Report on Form 10-K
for the year ended January 31, 2013, filed with the Securities and Exchange
Commission on May 1, 2013 (the "Form 10-K"), is solely to furnish Exhibit 101 to
the Form 10-K. Exhibit 101 provides the financial statements and related notes
from the Form 10-K 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 continues to speak 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 Act
of 1934, as amended, and otherwise are not subject to liability under those
sections.
ITEM 15. EXHIBITS
The following exhibits are included with this filing:
Exhibit
Number Description
------ -----------
3(i) Articles of Incorporation *
3(ii) Bylaws *
31.1 Sec. 302 Certification of CEO **
31.2 Sec. 302 Certification of CFO **
32.1 Sec. 906 Certification of CEO **
32.2 Sec. 906 Certification of CFO **
101 Interactive Data Files pursuant to Regulation S-T
----------
* Included in our S-1 filing under Commission File Number 333-179505.
** Previously Filed
2
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
May 31, 2013 Pingify International Inc., Registrant
By: /s/ Jason Gray
-----------------------------------------
Jason Gray, President, Secretary,
Chief Executive Officer and Director
By: /s/ Vlad Milutin
-----------------------------------------
Vlad Milutin, Treasurer,
Chief Financial Officer and
Principal Accounting Officer and
Director
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ Jason Gray Chief Executive Officer May 31, 2013
------------------------ ----------------------- ------------
Jason Gray Title Date
/s/ Vlad Milutin Chief Financial Officer May 31, 2013
------------------------ ----------------------- ------------
Vlad Milutin Title Date
/s/ Vlad Milutin Principal Accounting Officer May 31, 2013
------------------------ ---------------------------- ------------
Vlad Milutin Title Date
