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EX-31.1 - EXHIBIT311 - ORANGEHOOK, INC.exhibit311.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q/A
(Amendment No. 1)
 
(Mark One)
 
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
 
For the quarterly period ended September 30, 2015
 
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 000-52988
 
NUVEL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Florida
 
27-1230588
(State or other jurisdiction of
 
(IRS Employer
incorporation or organization)
 
Identification No.)
 
20 S. Santa Cruz Avenue, Los Gatos, California 95030
 (Address of principal executive offices)
 
(408) 899-5981
(Registrant's telephone number)
 
Indicate by check mark whether the issuer (1) 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  
 
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     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" 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 
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ¨   No    
 
As of November 10, 2015 the registrant had 15,359,033 shares of common stock, par value $.001 per share, issued and outstanding.
 
 
 
 

 
 
 
 
EXPLANATORY NOTE

On November 19, 2015, the registrant, Nuvel Holdings, Inc., filed its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2015 ("Original Report").  The registrant incorrectly checked the box on the facing page of the Original Report indicating that it was a shell company (as defined in Rule 12b-2 of the Exchange Act). This Amendment No. 1 on Form 10-Q/A is being filed solely for the purpose of correcting the shell company disclosure on the facing page to indicate that the registrant was not a shell company (as defined in Rule 12b-2 of the Exchange Act) as of the filing of the Original Report.

Except as specifically described above, this Amendment No. 1 does not amend or update any information contained in the Original Report to reflect events occurring subsequent to the original filing thereof or otherwise.
 
 
 
 
 
 
 
 
 
 
 
 
 

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PART II  OTHER INFORMATION
 
ITEM 6.      EXHIBITS
 
(a)     Exhibits
 
Exhibit Number
 
Description
 
 
 
31.1
 
     
101   XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q (1) (2)
 
 
 

(1)
Users of this data are advised pursuant to Rule 406T of Regulation S-X that this interactive data file is deemed not filed or part of a registration statement or prospectus for the purpose of section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

(2)
Previously filed with the Securities and Exchange Commissions on November 19, 2015 as an exhibit to the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015.
 
 
 
 
 
 
 
 
 

 

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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized.
 
 
 
 
 
 
Date:  April 5, 2016
By:
  /s/  Richard Resnick                                                                         
 
 
        Richard Resnick
 
 
        Acting Chief Executive Officer and Director
 
 
        (principal executive officer and principal financial
        and accounting officer)
 
 
 
 
 
 
 
 
 
 
 
 
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