Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - BRINX RESOURCES LTD | Financial_Report.xls |
| EX-32.1 - EXH 32-1 CERTIFICATION - BRINX RESOURCES LTD | exh32-1_certification.htm |
| EX-31.1 - EXH 31-1 CERTIFICATION - BRINX RESOURCES LTD | exh31-1_certification.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
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[X]
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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 October 31, 2013
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________________ to _______________________
Commission file number: 333-102441
BRINX RESOURCES LTD.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction of incorporation or organization)
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98-0388682
(I.R.S. Employer Identification No.)
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c/o Dill Dill Carr Stonbraker & Hutchings, P.C., 455 Sherman Street, Suite 300, Denver, Colorado 80203
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (505) 250-9992
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the 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 [X]No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [X]Yes [ ]No
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. [X]Yes [ ]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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[X]Yes [ ]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. [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 the definitions 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]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [ ]Yes [X]No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $740,074 as of April 30, 2013
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 24,629,832 as of January 25, 2014
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2013, filed with the Securities and Exchange Commission on January 29, 2014 (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 in 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.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
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Regulation
S-K Number
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Exhibit
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3.1
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Articles of Incorporation (1)
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3.2
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Certificate of Change Pursuant to NRS 78.209 (2)
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3.3
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Amendment to the Articles of Incorporation (3)
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3.4
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Amended and Restated Bylaws (4)
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3.5
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Amendment to Amended and Restated Bylaws (5)
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4.1
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Certificate of Designation of Rights, Preferences, and Privileges for Series A Preferred Stock (4)
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10.1
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Management Consulting Agreement dated February 10, 2012 (5)
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23.1
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Consent of Harper & Associates, Inc. (6)
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31.1
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Rule 15d-14(a) Certification of Principal Executive and Financial Officer
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32.1
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Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal Executive and Financial Officer
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99.1
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Reserve Report from Harper & Associates, Inc. dated January 22, 2014 (6)
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101*
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Financial statements from the Annual Report on Form 10-K of Brinx Resources Ltd. for the year ended October 31, 2013, formatted in XBRL: (i) the Balance Sheets; (ii) the Statements of Comprehensive Income; (iii) the Statements of Cash Flows; (iv) the Statements of Stockholders’ Equity; and (v) the Notes to Financial Statements.
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_____________________
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(1)
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Incorporated by reference to the exhibits to the registrant’s registration statement on Form SB-1, file number 333-102441.
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(2)
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Incorporated by reference to the exhibits to the registrant’s current report on Form 8-K dated September 26, 2004, filed September 27, 2004.
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(3)
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Incorporated by reference to the exhibits to the registrant’s current report on Form 8-K dated December 3, 2008, filed January 13, 2009.
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(4)
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Incorporated by reference to the exhibits to the registrant’s current report on Form 8-K dated December 11, 2009, filed December 15, 2009.
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(5)
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Incorporated by reference to the exhibits to the registrant’s annual report on Form 10-K for the fiscal year ended October 31, 2011, filed February 14, 2012.
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(6)
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Incorporated by reference to the exhibits to the registrant’s annual report on Form 10-K for the fiscal year ended October 31, 2013, filed January 29, 2014.
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*In accordance with Rule 406T of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
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.
| BRINX RESOURCES LTD. | |||
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Date: January 30, 2014
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By:
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/s/ Kenneth A. Cabianca | |
| Kenneth A. Cabianca, President | |||