STEALTH TECHNOLOGIES, INC. - FORM 10-Q/A - January 31, 2014

Attached files

file filename
EX-31.1 - SARBANES-OXLEY 302 CERTIFICATION - PRINCIPAL EXECUTIVE OFFICER. - STEALTH TECHNOLOGIES, INC.exh31-1.htm
EX-32.2 - SARBANES-OXLEY 906 CERTIFICATION - CHIEF FINANCIAL OFFICER. - STEALTH TECHNOLOGIES, INC.exh32-2.htm
EX-32.1 - SARBANES-OXLEY 906 CERTIFICATION - CHIEF EXECUTIVE OFFICER. - STEALTH TECHNOLOGIES, INC.exh32-1.htm
EX-31.2 - SARBANES-OXLEY 302 CERTIFICATION - PRINCIPAL FINANCIAL OFFICER. - STEALTH TECHNOLOGIES, INC.exh31-2.htm




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A-1

[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013
   
 
OR
   
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number:  000-54635

EXCELSIS INVESTMENTS, INC.
(Formerly, Pub Crawl Holdings Inc.)
(Exact name of registrant as specified in its charter)

NEVADA
(State or other jurisdiction of incorporation or organization)

27-2758155
(I.R.S. Employer Identification No.)

801 West Bay Drive, Suite 470
Largo, Florida 33770
(Address of principal executive offices, including zip code.)

727-330-2731
(Registrant’s telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.     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 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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer
[   ]
Accelerated Filer
[   ]
Non-accelerated Filer (Do not check if smaller reporting company)
[   ]
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]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
196,198,413 common shares and 1,000,000 preferred shares as of November 18, 2013.






REASON FOR AMENDMENT


This amendment is being filed to correctly reflect that the Registrant has submitted electronically and posted on its corporate Web site, 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).










TABLE OF CONTENTS

 
Page
   
   
     
Exhibits.
3
     
5
   
6







-2-
 
 

PART II - OTHER INFORMATION.

ITEM 6.                  EXHIBITS.

Exhibit
  
Incorporated by reference
Filed
Number
Document Description
Form
Date
Number
Herewith
 
          
2.1
Exchange Agreement between Pub Crawl Holdings, Inc.
and Mobile Dynamic Marketing, Inc.
8-K
1/30/13
2.1
  
 
          
3.1
Articles of Incorporation - Pub Crawl
S-1
10/07/10
3.1
  
 
          
3.2
Articles of Incorporation - Mobile Dynamic Marketing,
Inc.
10-K/A
4/16/13
3.2
  
 
          
3.3
Bylaws - Pub Crawl Holdings, Inc.
S-1
10/07/10
3.2
  
 
          
3.4
Bylaws - Mobile Dynamic Marketing, Inc.
S-1
6/14/13
3.4
  
 
          
10.1
Assignment Agreement between the Company, Peter
Kremer, and PBPubCrawl.com, LLC dated June 14, 2010
S-1
10/07/10
10.1
  
 
          
10.2
Form of Management Agreement between the Company
and Peter Kremer dated June 22, 2010
S-1
10/07/10
10.2
  
 
          
10.3
Promissory Note between the Company and Sun Valley
Investments dated August 5, 2010
S-1
10/07/10
10.3
  
 
          
10.4
Consulting Agreement between the Company and
Voltaire Gomez dated September 23, 2010
S-1
10/07/10
10.4
  
 
          
10.5
Settlement Agreement between the Company and Sun
Valley Investments dated May 25, 2012
8-K
08/11/11
10.1
  
 
          
10.6
Promissory Note between the Company and Deville
Enterprises, Inc. dated June 1, 2012
8-K
08/11/11
10.2
  
 
          
14.1
Code of Ethics
S-1
10/07/10
14.1
  
 
          
21.1
List of Subsidiaries
S-1
6/14/13
21.1
  
 
          
31.1
Certification of Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
      
X
 
          
31.2
Certification of Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
      
X
 
          
32.1
Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
      
X
 
          
32.2
Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
      
X
 
          

-3-
 
 


101.INS
XBRL Instance Document.
10-Q
11/19/13
101.INS
  
 
          
101.SCH
XBRL Taxonomy Extension – Schema.
10-Q
11/19/13
101.SCH
  
 
          
101.CAL
XBRL Taxonomy Extension – Calculations.
10-Q
11/19/13
101.CAL
  
 
          
101.DEF
XBRL Taxonomy Extension – Definitions.
10-Q
11/19/13
101.DEF
  
 
          
101.LAB
XBRL Taxonomy Extension – Labels.
10-Q
11/19/13
101.LAB
  
 
          
101.PRE
XBRL Taxonomy Extension – Presentation.
10-Q
11/19/13
101.PRE
  





-4-
 
 



SIGNATURES

           Pursuant to the requirements of the Securities Exchange Act of 1934, this registrant has duly caused this amended report to be signed on its behalf by the undersigned thereunto duly authorized on this 31st day of January, 2014.

 
EXCELSIS INVESTMENTS, INC.
 
Formerly, Pub Crawl Holdings Inc.
   
 
BY:
BRIAN MCFADDEN
   
Brian McFadden
   
Principal Executive Officer and Director
 
    
 
BY:
MICHELLE PANNONI
   
Michelle Pannoni
   
Principal Financial Officer, Principal Accounting
Officer and Treasurer











-5-
 
 


EXHIBIT INDEX

Exhibit
  
Incorporated by reference
Filed
Number
Document Description
Form
Date
Number
Herewith
 
          
2.1
Exchange Agreement between Pub Crawl Holdings,
Inc. and Mobile Dynamic Marketing, Inc.
8-K
1/30/13
2.1
  
 
          
3.1
Articles of Incorporation - Pub Crawl
S-1
10/07/10
3.1
  
 
          
3.2
Articles of Incorporation - Mobile Dynamic Marketing, Inc.
10-K/A
4/16/13
3.2
  
 
          
3.3
Bylaws - Pub Crawl Holdings, Inc.
S-1
10/07/10
3.2
  
 
          
3.4
Bylaws - Mobile Dynamic Marketing, Inc.
S-1
6/14/13
3.4
  
 
          
10.1
Assignment Agreement between the Company, Peter
Kremer, and PBPubCrawl.com, LLC dated June 14, 2010
S-1
10/07/10
10.1
  
 
          
10.2
Form of Management Agreement between the
Company and Peter Kremer dated June 22, 2010
S-1
10/07/10
10.2
  
 
          
10.3
Promissory Note between the Company and Sun
Valley Investments dated August 5, 2010
S-1
10/07/10
10.3
  
 
          
10.4
Consulting Agreement between the Company and
Voltaire Gomez dated September 23, 2010
S-1
10/07/10
10.4
  
 
          
10.5
Settlement Agreement between the Company and Sun
Valley Investments dated May 25, 2012
8-K
08/11/11
10.1
  
 
          
10.6
Promissory Note between the Company and Deville
Enterprises, Inc. dated June 1, 2012
8-K
08/11/11
10.2
  
 
          
14.1
Code of Ethics
S-1
10/07/10
14.1
  
 
          
21.1
List of Subsidiaries
S-1
6/14/13
21.1
  
 
          
31.1
Certification of Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
      
X
 
          
31.2
Certification of Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
      
X
 
          
32.1
Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
      
X
 
          
32.2
Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
      
X
 
          

-6-
 
 


101.INS
XBRL Instance Document.
10-Q
11/19/13
101.INS
  
 
          
101.SCH
XBRL Taxonomy Extension – Schema.
10-Q
11/19/13
101.SCH
  
 
          
101.CAL
XBRL Taxonomy Extension – Calculations.
10-Q
11/19/13
101.CAL
  
 
          
101.DEF
XBRL Taxonomy Extension – Definitions.
10-Q
11/19/13
101.DEF
  
 
          
101.LAB
XBRL Taxonomy Extension – Labels.
10-Q
11/19/13
101.LAB
  
 
          
101.PRE
XBRL Taxonomy Extension – Presentation.
10-Q
11/19/13
101.PRE
  











-7-
 
 
 

STEALTH TECHNOLOGIES, INC. Reports