PINX:SWDZ Quarterly Report 10-Q/A Filing - 6/30/2012

Effective Date 6/30/2012

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q/A
Amendment No. 1
(Mark One)

]X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

OR

[ ]
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 000-54507

Sandalwood Ventures, Ltd.
(Exact name of registrant as specified in its charter)

Nevada
 
68-0679096
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)

15-65 Woodstream Blvd,
Woodbridge, Ontario, Canada L4L 7X6
 (Address of principal executive offices)(Zip Code)

Telephone: (877) 275-2545
(Registrant's telephone number, including area code)

Riverside House, Riverside Drive
Aberdeen, United Kingdom AB11 7LH
 (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 [  ]   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 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]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [ ] No [X]

As of August 14, 2012, we had 250,819,800 shares of $0.001 par value common stock outstanding.
 
 
 
 
 
 
 

 
 

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to Sandalwood Ventures, Ltd.’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, filed with the Securities and Exchange Commission on August 16, 2012 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, 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 on 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

See “Exhibit Index”.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
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.

 
SANDALWOOD VENTURES, LTD.
   
DATED: September 10, 2012
By: /s/ Ronald Kopman
 
Ronald Kopman
 
President (Principal Executive Officer)
 
and Chief Financial Officer (Principal Financial Officer/Principal Accounting Officer)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
EXHIBIT INDEX

Exhibit Number
Description of Exhibit
   
3.1(1)
Articles of Incorporation
   
3.2(5)
Certificate of Change Pursuant to NRS 78.209
   
3.2(7)
Series A Preferred Stock Designation
   
3.3(1)
Bylaws
   
10.1(1)
Mineral Property Acquisition Agreement
   
10.2(2)
Convertible Promissory Note with Morgarlan Limited
   
10.3(2)
Convertible Promissory Note with Little Bay Consulting SA
   
10.4(3)
Amended and Restated Convertible Promissory Note with Morgarlan Limited
   
10.5(3)
Amended and Restated Convertible Promissory Note with Little Bay Consulting SA

10.6(3)
Convertible Promissory Note with Cornerstone Global Investments (Effective October 26, 2010)
   
10.7(3)
Convertible Promissory Note with Gordon Douglas King and Jay Louise King (Effective November 4, 2010)
   
10.8(3)
Convertible Promissory Note with Cornerstone Global Investments (Effective January 31, 2011)
   
10.9(3)
Convertible Promissory Note with Gordon Douglas King and Jay Louise King (Effective February 2, 2011)
   
10.10(3)
Convertible Promissory Note with Translink Communications (Effective February 3, 2011)
   
10.11(4)
Convertible Promissory Note with Cornerstone Global Investments (Effective April 19, 2011)
   
10.12(4)
Convertible Promissory Note with MIH Holdings Ltd. (Effective May 25, 2011)
   
10.13(4)
Convertible Promissory Note with Cornerstone Global Investments (Effective June 3, 2011)
   
10.14(6)
Convertible Promissory Note With MIH Holdings Ltd. (Effective October 27, 2011)
   
10.15(6)
Convertible Promissory Note With Little Bay Consulting SA (Effective November 4, 2011)
   
10.16(6)
Convertible Promissory Note With MIH Holdings Ltd. (Effective December 22, 2011)
   
10.17(7)
Stock Purchase Agreement
   
10.18(8)
$5,000 Convertible Promissory Note with Little Bay Consulting SA (effective February 3, 2012)
   
10.19(8)
$5,000 Convertible Promissory Note with MIH Holdings Ltd. (effective February 17, 2012)
   
10.20(8)
$10,000 Convertible Promissory Note with MIH Holdings Ltd. (effective March 6, 2012)
   
10.21(8)
$115,000 Amended and Restated Convertible Promissory Note with Talon International Corp. (effective April 20, 2012)
 
 
 
 
 
 
 
 
 

 
 
 
   
10.22(8)
Amendment to Convertible Promissory Note with Cornerstone Global Investments
   
10.23(8)
Amendment to Convertible Promissory Note with Little Bay Consulting SA
   
10.24(8)
Amendment to Convertible Promissory Note with MIH Holdings Ltd.
   
10.25(9)
Amended and Restated Stock Purchase Agreement (June 2012)
   
10.26(9)
Cancellation of Shares Agreement
   
10.27(9)
Share Exchange Agreement – Eco-Tek Group Inc., the Company and the Eco-Tek Shareholders
   
10.28(9)
Form of Distribution Agreement
   
10.29(9)
$30,000 Convertible Promissory Note with Little Bay Consulting SA (effective June 26, 2012)
   
10.30(9)
Exclusive Distribution Letter Agreement Regarding Oil Cleaner and Filter
   
31*
Certificate of the Principal Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
   
32*
Certificate of the Principal Executive Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
99.1(9)
Audited Financial Statements of Eco-Tek Group Inc.
   
99.2(9)
Unaudited Interim Financial Statements of Eco-Tek Group Inc.
   
99.3(9)
Pro Forma Information
   
101.INS**
XBRL Instance Document
   
101.SCH**
XBRL Taxonomy Extension Schema Document
   
101.CAL**
XBRL Taxonomy Extension Calculation Linkbase Document
   
101.DEF**
XBRL Taxonomy Extension Definition Linkbase Document
   
101.LAB**
XBRL Taxonomy Extension Label Linkbase Document
   
101.PRE**
XBRL Taxonomy Extension Presentation Linkbase Document

(1) Filed as an exhibit to the Company’s Form S-1 Registration Statement, filed with the Commission on October 19, 2009, and incorporated by reference herein.

(2) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on February 22, 2010, and incorporated by reference herein.

(3) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on February 23, 2011, and incorporated by reference herein.

(4) Filed as an exhibit to the Company’s Annual Report on Form 10-K, filed with the Commission on October 11, 2011, and incorporated by reference herein.
 
(5) Filed as an exhibit to the Company’s Current Report on Form 8-K, filed with the Commission on January 26, 2012, and incorporated reference herein.
 
 
 
 
 
 

 
 
 
(6) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q, filed with the Commission on February 14, 2012, and incorporated herein by reference.

(7) Filed as exhibits to the Company’s Form 8-K current report, filed with the Commission on April 20, 2012, and incorporated herein by reference.

(8) Filed as exhibits to the Company’s Form 8-K current report, filed with the Commission on May 10, 2012, and incorporated herein by reference.

(9) Filed as exhibits to the Company’s Form 8-K current report, filed with the Commission on July 6, 2012, and incorporated herein by reference.

* Previously filed as exhibits to the Registrant’s Form 10-Q Quarterly Report for the quarter ended June 30, 2012, filed with the Commission on August 16, 2012.

** 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. 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 

 
 

PINX:SWDZ Quarterly Report 10-Q/A Filling

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PINX:SWDZ Quarterly Report 10-Q/A Filing - 6/30/2012
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