UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 3)

 

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

FOR THE FISCAL YEAR ENDED March 31, 2013

 

 

333-173537

Commission File Number

 

MONTALVO SPIRITS, INC.

(Exact name of registrant as specified in its charter)

 

 

Nevada 27-4004890
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
5301 N. Commerce Ave, Suite F, Moorpark, California 93021
(Address of principal executive offices) (Zip Code)

 

818-266-9286

(Registrant’s telephone number, including area code)

 

Securities Registered Pursuant To Section 12(B) of the Act: None

 

Securities Registered Pursuant To Section 12(G) of the Act:

 

common stock, par value $0.001 per share

  (Title of Class)

 

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 a 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 checkmark 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 (§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.

Yes x No o

 

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. x

 

 
 

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 definitions of “large accelerated filer”, “accelerated filer”, or “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

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

As of July 15, 2013, there were 67,112,512 shares of common stock of the registrant issued and outstanding.

 

The aggregate market value of the voting stock held on March 31, 2013 by non-affiliates of the registrant was $0.00 based on the closing price of $0.00 per share as reported on the OTC Bulletin Board on September 30, 2012 the last business day of the registrant's most recently completed fiscal second quarter (calculated by excluding all shares held by executive officers, directors and holders known to the registrant of five percent or more of the voting power of the registrant's common stock, without conceding that such persons are "affiliates" of the registrant for purposes of the federal securities laws).

 

Explanatory Note: Montalvo Spirits, Inc. (the “Registrant”) is filing this Amendment No. 3 to the Form 10-K for the fiscal year ended March 31, 2013, filed with the Securities and Exchange Commission on July 15, 2013 (the “Original Report”), and amended by the first amendment filed on July 19, 2013 and by the second amendment filed on August 13 2013, to correct an error contained in the Beneficial Ownership Table under Item 15. Security Ownership of Certain Beneficial Owners, Management, and Related Stockholders matters contained in the Original Report. The Registrant is including the amended, Beneficial Ownership Table in its entirety in this Amendment No. 3 to the Original Report. No other changes have been made to the Original Report or its amendments.

 

 
 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT, AND RELATED STOCKHOLDERS MATTERS.

 

The following table sets forth certain information, as of March 31, 2013 (except as otherwise indicated), regarding beneficial ownership of our Common Stock by (i) each person who is known by us to own beneficially more than 5% of the Common Stock, (ii) each of our directors and nominees for director, (iii) each of the Named Executive Officers (as defined below) and (iv) all our directors and executive officers as a group. As used in the table below, the term beneficial ownership with respect to a security consists of sole or shared voting power, including the power to vote or direct the vote, and/or sole or shared investment power, including the power to dispose or direct the disposition, with respect to the security through any contract, arrangement, understanding, relationship, or otherwise, including a right to acquire such power(s) during the 60 days immediately following March 31, 2013. As of March 31, 2013, we had 66,700,012 shares of Common Stock outstanding.

 

Shareholder Beneficial Ownership (a) Percent of Class (b)
Sergio Gonzalez Rivera 8,037,595 12.1%
DPC Consultants, LLC (c) 1,157,741 1.7%
Point Loma Capital, Inc. (d) 10,877,684 16.3%
Carlos Gonzalez Rivera 8,037,595 12.1%
Alex Viecco 8,037,595 12.1%
Charles Duff (e) 12,697,188 19%
Ronald Shoemaker 6,237,295 9.4%
All Directors and Executive Officers as a group 25,270,526 37.9%

 

(1) The address for all officers, directors and beneficial owners is 5301 N. Commerce Avenue, Suite F, Moorpark, California 93021.

(a) Security ownership is direct unless indicated otherwise. Security ownership information for beneficial owners is taken from statements filed with the Securities and Exchange Commission pursuant to Sections 13(d), 13(g) and 16(a) and/or information made known to the Company.

(b) Based on 66,700,012 shares of our Common Stock outstanding as of March 31, 2013.

(c) Daniel Cahill holds voting and dispositive power over DPC Consultants, LLC.

(d) Does not include 1,819,503 shares held by CMFD Group, LLC over which Mr. Duff holds voting and dispositive power.

(e) Includes 10,877,684 shares held by Point Loma Capital, Inc. (“Point Loma”) and 1,819,503 shares held by CMFD Group, LLC (“CMFD”). Charles Duff holds voting and dispositive power over the securities held by Point Loma and CMFD.

 

 
 

ITEM 15.  EXHIBITS

 

Exhibit

Number

  Description of Exhibits
2.1   Agreement and Plan of Share exchange by and among Advanced Cloud Storage, Inc., Casa Montalvo Holdings, Inc. and the shareholders of Casa Montalvo Holdings, Inc., dated December 21, 2012*
     
3.1   Amended and Restated Articles of Incorporation of the Registrant.*
     
10.1   Exclusive Master Distribution Agreement*
     
10.2   Form of Employment Agreement*
     
10.3   Form of Director Agreement*
     
31.1   Chief Executive Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002#
     
31.2   Chief Financial Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. #
     
32.1   Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002#
     
32.2   Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002#
     

* Incorporated by reference to the Company’s Current Form on 8-K, filed with the Securities Commission on December 24, 2012, as amended.

 

# These exhibits were previously included or incorporated by reference in Montalvo Spirits, Inc.’s Annual Report on Form 10-K for fiscal year ended March 31, 2013, filed with the Securities and Exchange Commission on July 15, 2013.

 

 
 

 

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 thereunto duly authorized.

 

  MONTALVO SPIRITS, INC.
  (Registrant)
Date: October 21, 2013    
     
  By: /s/ Alex Viecco  
  Name: Alex Viecco
  Title: Chief Executive Officer
    (Principal Executive Officer)
     
  By: /s/ Carlos Gonzalez Rivera  
  Name: Carlos Gonzalez Rivera
  Title: Chief Operating Officer and
    Chief Financial Officer
    (Principal Financial Officer)

 

 

 

 

 

 

 

 
 

EXHIBIT INDEX

 

Exhibit

Number

  Description of Exhibits
2.1   Agreement and Plan of Share exchange by and among Advanced Cloud Storage, Inc., Casa Montalvo Holdings, Inc. and the shareholders of Casa Montalvo Holdings, Inc., dated December 21, 2012*
     
3.1   Amended and Restated Articles of Incorporation of the Registrant.*
     
10.1   Exclusive Master Distribution Agreement*
     
10.2   Form of Employment Agreement*
     
10.3   Form of Director Agreement*
     
31.1   Chief Executive Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002#
     
31.2   Chief Financial Officer Certification of Periodic Financial Report Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. #
     
32.1   Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002#
     
32.2   Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002#
     

 

* Incorporated by reference to the Company’s Current Form on 8-K, filed with the Securities Commission on December 24, 2012, as amended.

 

# These exhibits were previously included or incorporated by reference in Montalvo Spirits, Inc.’s Annual Report on Form 10-K for fiscal year ended March 31, 2013, filed with the Securities and Exchange Commission on July 15, 2013.