Attached files
| file | filename |
|---|---|
| EX-32.2 - EXHIBIT 32.2 - Cuentas Inc. | ex32_2apg.htm |
| EX-32.1 - EXHIBIT 32.1 - Cuentas Inc. | ex32_1apg.htm |
| EX-31.2 - EXHIBIT 31.2 - Cuentas Inc. | ex31_2apg.htm |
| EX-31.1 - EXHIBIT 31.1 - Cuentas Inc. | ex31_1apg.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No 2)
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: September 30, 2013
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ___________
Commission File No.: 333-148987
NYBD HOLDING, INC.
(Exact name of registrant as specified in its charter)
Florida |
| 20-35337265 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
2600 WEST OLIVE AVENUE, 5F, BURBANK, CA 91505
(Address of principal executive offices)
Registrant’s telephone number, including area code: (855) 710-5437
Securities registered pursuant to Section 12(b) of the Exchange Act: None
Securities registered pursuant to Section 12(g) of the Exchange 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 [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X]
Indicate by check mark whether the registrant has (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 [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 [X] No [ ]
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of the 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 [ ] No [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. (Check one):
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 Exchange Act). Yes [ ] No [X]
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: $726,936. (This calculation is based on historical data at March 28, 2013). For purposes of the foregoing calculation only, directors, executive officers, and holders of 10% or more of the issuer’s common capital stock have been deemed affiliates.
The number of shares outstanding of the Registrant’s Common Stock as of January 14, 2014, was 119,902,417
DOCUMENTS INCORPORATED BY REFERENCE:
None.
_________________________
EXPLANATORY NOTE
_________________________
This Amendment No. 2 (this "Amendment") to the Annual Report on Form 10-K of NYBD Holding, Inc. (the "Company") for the year ended September 30, 2013, originally filed with the U.S. Securities and Exchange Commission (the "SEC") on January 14, 2014, (the "Original Filing"), then an Amendment No. 1 being filed on February 29, 2016, is being filed solely to include the XBRL Exhibits.
Except as described above, this Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. This Amendment speaks as of the date of the Original Filing and does not reflect events occurring after the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing, as well as any other filings made by the Company with the SEC pursuant to Section 13(a) or 15(d) of Securities Exchange Act of 1934, as amended, subsequent to the filing of the Original Filing.
PART III
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
EXHIBITS
The following exhibits are filed as part of this Annual Report.
Exhibit No. | Description |
|
|
3.1 | Articles of Incorporation, League Now Holdings Corporation |
3.2 | Articles of Incorporation, Pleasant Kids, Inc. |
3.3 | Articles of Incorporation, Amendment No. 1 to Preferred Shares Designation |
3.4 | Articles of Incorporation, Amendment No. 2 to Preferred Shares Designation |
3.5 | Articles of Incorporation, Amendment to Increase Authorized Shares |
3.6 | Articles of Merger with state of Florida |
3.7 | Corporate Code of Ethics |
3.8 | Corporate Governance Principles |
10.1 | Share Exchange Agreement between NYBD Holding, Inc. and Pleasant Kids, Inc. (1) |
10.2 | Convertible Promissory Note dated March 19, 2013 between League Now Holding Corp. and Asher Enterprises, Inc. |
10.3 | Convertible Promissory Note dated May 9, 2013 between NYBD Holding, Inc. (f/k/a League Now Holding Corp.) and Asher Enterprises, Inc. |
10.4 | Convertible Promissory Note dated July 17, 2013 between NYBD Holding, Inc. (f/k/a League Now Holding Corp.) and Asher Enterprises, Inc. |
10.5 | Employment Agreement- Robert Rico |
10.6 | Employment Agreement- Calvin Lewis |
10.7 | Employment Agreement- Franjose Yblesias-Bertheau |
31.1 | Certification of Principal Executive Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002* |
31.2 | Certification of Principal Financial Officer Required By Rule 13a-14(A) of the Securities Exchange Act of 1934, As Amended, As Adopted Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002* |
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* |
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* |
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* |
| * Filed Herewith (1) A copy of the Share Exchange Agreement was attached to the Company’s Current Report on Form 8-K filed on September 27, 2013 as Exhibit 10.1). |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NYBD Holding, Inc. |
| (Registrant) |
|
|
Date: June 3, 2016 | /s/ Robert Rico |
| Robert Rico |
| Chief Executive Officer |
|
|
| /s/ Kenneth C. Wiedrich |
| Kenneth C. Wiedrich |
| Chief Financial Officer |