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EXCEL - IDEA: XBRL DOCUMENT - UBIQUITY, INC.Financial_Report.xls

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A

 

(Mark One)

 

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

 

For the fiscal year ended December 31, 2013

 

or

 

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

 

For the transition period from ______________ to ______________

 

Commission file number: 333-179738

 

Ubiquity Broadcasting Corporation
( Exact name of registrant as specified in its charter )

 

Nevada   99-0371375

(State or other jurisdiction of

incorporation or organization)

  (I.R.S. Employer Identification No.)

 

9801 Research Drive

Irvine, CA

  92618
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code :  (949) 489-7600

 

Securities registered under Section 12(b) of the Act:
   
Title of each class: None Name of each exchange on which registered: None
   
Securities registered under Section 12(g) of the Act:

(Title of class)

None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act.  Yes ¨    No þ

 

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 þ     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. Yes ¨ No þ

 

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 (§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  þ    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. ¨

  

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.           ¨

(Do not check if a smaller reporting company)

Smaller reporting company.     þ

 

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

 

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 last 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, June 30, 2013: $20,246,400.

 

Number of the issuer’s common stock outstanding as of:  April 15, 2014 – 327,326,696  

 

Documents incorporated by reference: None.

 

 

 

 

EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 to the Annual Report of Ubiquity Broadcasting Corp. (the “Company”) on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on April 16, 2014 (the “Form 10-K”), is 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-K formatted in XBRL (eXtensible Business Reporting Language).

 

Other than the aforementioned, 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. 

 

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PART IV

 

Item 15.     Exhibits, Financial Statement Schedules.

 

(a) Documents filed as part of this Report:

 

(1) Financial Statements—all consolidated financial statements of the Company as set forth under Item 8, beginning on page F-1 of this Report.

 

(2) Financial Statement Schedules— As a smaller reporting company we are not required to provide the information required by this item.

 

(3) Exhibits

 

Exhibit
No.
  Description
     
2.1   Agreement and Plan of Merger, dated March 5, 2013, by and among Ubiquity Broadcasting Corporation., Ubiquity Acquisition Corp. and Ubiquity Broadcasting Corporation.(1)
     
2.2   Certificate of Merger for State of Delaware.(1)
     
2.3   Articles of Merger for State of Nevada.(1)
     
3.1(i)   Articles of Incorporation dated December 2, 2011.(2)
     
3.1(ii)   Amended Articles of Incorporation dated March 4, 2013.(3)
     
3.2   Bylaws.(2)
     
10.1   Carmichael Employment Agreement.(1)
     
10.2   Jordan Employment Agreement.(1)
     
10.3   Garrison Employment Agreement.(1)
     
10.4   Harpole Employment Agreement.(1)
     
31.1   Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(4)
     
31.2   Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(4)
     
32.1   Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(4)
     
32.2   Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(4)

 

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101.INS**   XBRL Instance Document
     
101.SCH**   XBRL Taxonomy Schema
     
101.CAL**   XBRL Taxonomy Calculation Linkbase
     
101.DEF**   XBRL Taxonomy Definition Linkbase
     
101.LAB**   XBRL Taxonomy Label Linkbase
     
101.PRE**   XBRL Taxonomy Presentation Linkbase

 

In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed.

 

(1) Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 27, 2013.

(2) Incorporated by reference to the Company’s S-1 filed on February 27, 2012.

(3) Incorporated by reference to the Company’s Current Report on Form 8-K filed on March 6, 2013.

(4) Incorporated by reference to the Company’s Form 10-K filed on April 16, 2014.

 

* Exhibit identified as a management contract or compensatory plan.

 

* * Furnished herewith. XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

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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.

 

    Ubiquity Broadcasting Corporation
     
  By: /s/ Christopher Carmichael
    Christopher Carmichael
    Chief Executive Officer
    (Duly Authorized Officer and Principal
    Executive Officer)
     
  Dated:  April 17, 2014
     
  By: /s/ Brenden Garrison
    Brenden Garrison
    Chief Financial Officer
    (Duly Authorized Officer and Principal
    Financial and Accounting Officer)
     
  Dated: April 17, 2014

 

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.

 

Signature   Title   Date
         
    Chief Executive Officer and Co-Chairman of   April 17, 2014
    the Board    
/s/ Christopher Carmichael   (principal executive officer)    
Christopher Carmichael        
         
/s/ Brenden Garrison   Chief Financial Officer   April 17, 2014
Brenden Garrison   (principal financial and accounting officer)    
         
/s/ Nicholas Mitsakos   Co-Chairman of the Board   April 17, 2014
Nicholas Mitsakos        
         
    Senior Executive Vice President of   April 17, 2014
    Intellectual Property and    
/s/ Connie Jordan   Transmedia and Director    
Connie Jordan        
         
/s/ Webb Blessley   Treasurer, Secretary, and Director   April 17, 2014
Webb Blessley        

 

 

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