Attached files
| file | filename |
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| EX-32.2 - CERTIFICATION - eMedia Group Inc. | ex322.htm |
| EX-32.1 - CERTIFICATION - eMedia Group Inc. | ex321.htm |
| EX-31.2 - CERTIFICATION - eMedia Group Inc. | ex312.htm |
| EX-31.1 - CERTIFICATION - eMedia Group Inc. | ex311.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2016
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from January 1, 2016 to March 31, 2016
333-208049
Commission File Number
eMedia Group, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 47-5567250 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Langdyssen 5
8200 Aarhus N Denmark
(Address of principal executive offices)
+45 71 99 26 00 (Registrant’s telephone number, including area code)
1255 Rio Salado Parkway, Suite 215
Tempe, Arizona 85281
(Former name, former address and former fiscal year, if changed since last report)
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. [X] 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 [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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ] (Do not check if a smaller reporting company)
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Smaller reporting company [X]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court [ ] Yes [X] No
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of June 1, 2016, eMedia Group, Inc. had 80,000,000 shares of common stock issued and outstanding.
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Explanatory Note
This Amendment No. 1 on Form 10-Q/A (this “Amendment”) of eMedia Group, Inc. for the three months ended March 31, 2016 is being submitted solely to file Exhibits 101 to the Form 10-Q in accordance with Rule 405 of Regulation S–T.
This Amendment speaks as of the filing date of the Form 10-Q (the "Filing Date"), does not reflect events that may have occurred subsequent to the Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q filed as of June 13, 2016.
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Table of Contents
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Page
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PART I – FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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4
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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5
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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7
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Item 4.
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Controls and Procedures
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7
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PART II – OTHER INFORMATION
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Item 1.
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Legal Proceedings
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7
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Item 1A.
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Risk Factors
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7
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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7
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Item 3.
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Defaults Upon Senior Securities
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8
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Item 4.
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Mine Safety Disclosures
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8
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Item 5.
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Other Information
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8
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Item 6.
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Exhibits
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8
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SIGNATURES
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9
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Item 6. Exhibits.
| Exhibit No. | Description | |
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3.1
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Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-1 filed with the SEC on November 16, 2015 file number 333-208049.**
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3.2
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Bylaws of Registrant incorporated by reference to Exhibit 3.2 to the Registrant’s registration statement on Form S-1 filed with the SEC on November 16, 2015, file number 333-208049.**
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10.1
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Share Exchange Agreement dated October 10, 2015, by and among the Registrant, Henrik Schaumann Jorgensen and Christian Hedegaard Pedersen (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-208049) filed with the SEC on November 16, 2015).**
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31.1
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Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer*
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31.2
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Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
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32.1
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Section 1350 Certification of Chief Executive Officer*
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32.2
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Section 1350 Certification of Chief Financial Officer*
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| EX-101.CAL | XBRL Calculation File* | |
| EX-101.DEF | XBRL Definition File* | |
| EX-101.INS | XBRL Instance File* | |
| EX-101.LAB | XBRL Label File* | |
| EX-101.PRE | XBRL Presentation File* | |
| EX-101.SCH | XBRL Schema File* |
* Filed herewith
** Previoulsy Filed
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SIGNATURES
Pursuant to the requirements 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.
| eMedia Group, Inc. | ||||
| (the "Registratnt") | ||||
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/s/Henrik Schaumann Jorgensen
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/s/ Christian Hedegaard Pedersen
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Name: Henrik Schaumann Jorgensen
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Name: Christian Hedegaard Pedersen
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Title: Chairman, President and Chief Executive Officer
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Title: Chief Operating Officer (Principal Financial and Accounting Officer)
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| Date: August 18, 2016 | Date: August 18, 2016 |
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