UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the period from January 1, 2014 to December 31, 2014
Commission file number: 000 - 5349
EMAV HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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26-3167800
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification Number)
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1900 Main Street, #300, Irvine, California
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92614
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 949-851-5996
Securities registered under Section 12 (b) of the Exchange Act: NONE
Securities registered pursuant to section 12(g) of the Act:
Common Stock, $.001 Par Value
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 o NO ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. YES o NO ý
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (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 past 90 days.
YES ý NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Date 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 ý NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (ss. 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. YES ý NO o
Indicate by checkmark 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 [ X ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YES o NO ý
The aggregate market value of the registrant’s voting stock held by non-affiliates, computed on the basis of the closing price of the registrant’s common stock on the OTCQB on June 30, 2014, was approximately $16,269,464 (16,269,464 shares at $1.00 per share).
As of April 14, 2015, there were 47,523,565 shares of the registrant’s common stock, $0.001 par value per share, outstanding.
OTHER INFORMATION
As used in this Annual Report on Form 10-K, the terms “we”, “us”, “our”, “Holdings” and the “Company” refer to EMAV Holdings, Inc., a Delaware corporation, and its subsidiaries, Electric Motors and Vehicles Company, a Delaware corporation (“EMAV”), and Endurance Auto Group, Inc., a Delaware corporation (“Endurance”), unless otherwise stated.
EXPLANATORY NOTE
EMAV Holdings, Inc. is filing this Amendment No. 1 to Form 10-K on Form 10-K/A to amend our Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the Securities and Exchange Commission, or SEC, on April 23, 2015 (the “Original 10-K”). The purpose of this Form 10-K/A is solely to replace the opinion of our independent registered public accounting firm, Hartley Moore Accountancy Corporation (“HMCPA”), filed with the Original 10-K with the opinion letter from HMCPA included as part of this filing. Due to an inadvertent miscommunication between EMAV Holdings, Inc. and HMCPA the version of the opinion HMCPA intended to be filed with the Original 10-K was not filed. The opinion filed with this Form 10-K/A is the correct version.
SIGNATURES
In accordance with 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.
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Date: August 27, 2015
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EMAV HOLDINGS, INC.
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By: /s/ Keith A. Rosenbaum
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Name: KEITH A. ROSENBAUM
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Title: Chief Executive Officer, Chief Financial Officer and sole director (Principal Executive Officer and Principal Accounting Officer)
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Report of Independent Registered Public Accounting Firm
