PINX:STTX Stratex Oil & Gas Holdings Inc Quarterly Report 10-Q/A Filing - 6/30/2012

Effective Date 6/30/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 10-Q/A
Amendment No.1
 
(Mark One)
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended: June 30, 2012
 
Or
 
          o   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: 333-164856
 
STRATEX OIL & GAS HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Colorado
 
94-3364776
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
 
         
30 Echo Lake Road, Watertown, CT
     
06795
(Address of principal executive offices)
     
(Zip Code)
                                                                                  
 
860-417-2465
 
 
(Registrant’s telephone number, including area code)
 
 
N/A
(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. Yes   x   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 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   ¨
Smaller reporting company   x
(Do not check if a 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   x
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
 
As of August 20, 2012, there were 40,042,550 shares of common stock, no par value per share, outstanding.
 
 

 
 
EXPLANATORY NOTE

Stratex Oil & Gas Holdings, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Company’s Quarterly Report on Form 10-Q (the “Original Form 10-Q”) for the period ended June 30, 2012 and filed with the Securities and Exchange Commission (the “SEC”) on August 20, 2012 (the “Original Filing Date”), solely to furnish Exhibit 101 to the Original Form 10-Q in accordance with Rule 405 of Regulation S-T.  Exhibit 101 consists of the following materials from the Company’s Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language):

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

No other changes have been made to the Original Form 10-Q. This Amendment speaks as of the Original Filing Date, 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-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as 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.

Item 6.  Exhibits
 
Exhibit No.
 
Description
     
2.1
 
Agreement and Plan of Merger and Reorganization, dated as of July 3, 2012, by and among Stratex Holdings, Inc. a Colorado corporation, Stratex Acquisition Corp., a Colorado corporation and Stratex Oil & Gas, Inc., a Delaware corporation (1)
2.2
 
State of Delaware Certificate of Merger (1)
2.3
 
State of Colorado Statement of Merger (1)
3.1
 
Articles of Incorporation of Stratex Acquisition Corp., as filed with the Secretary of State of Colorado on May 24 ,2012* (1)
3.2
 
Bylaws of Stratex Oil & Gas, Inc. (1)
3.3
 
Bylaws of Stratex Acquisition Corp. (1)
3.4
 
Articles of Amendment  of Poway Muffler and Brake, Inc. filed on May 25, 2012 (incorporated by reference to Form 8-K filed on June 6, 2012)
31.1
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002. (Incorporated by reference to Exhibit 31.1 to the Original Form 10-Q)
31.2
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes - Oxley Act of 2002. (Incorporated by reference to Exhibit 31.2 to the Original Form 10-Q)
32.1
 
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. (Incorporated by reference to Exhibit 32.1 to the Original Form 10-Q)
32.2
 
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. (Incorporated by reference to Exhibit 32.2 to the Original Form 10-Q)
101 .INS
 
XBRL Instance Document (2)
101 .SCH
 
XBRL Taxonomy Schema (2)
101 .CAL
 
XBRL Taxonomy Calculation Linkbase (2)
101 .DEF
 
XBRL Definition Linkbase (2)
101 .LAB
 
Taxonomy Label Linkbase (2)
101 .PRE
 
XBRL Taxonomy Presentation Linkbase (2)
 
(1)
Incorporated by reference to Form 8-K filed on July 13, 2012
(2)
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.
 
 
14

 
 
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.
 
 
STRATEX OIL &GAS HOLDINGS, INC.
     
August 28, 2012
By:
/s/ Stephen Funk
   
Stephen Funk
   
Chief Executive Officer and Director
   
(Principal Executive Officer)
     
August 28, 2012
By:
/s/ Stephen Funk
   
Stephen Funk
   
Chief Financial Officer
   
(Principal Financial Officer)
 
 
 
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