XOTC:PBCW Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

_______________

 

FORM 10-Q

________________

 

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

For the quarterly period ended March 31, 2012


      . TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

For the transition period from ______ to _______


Commission File Number 000-54635


PUB CRAWL HOLDINGS, INC.

[f10q033112_10q001.jpg]

 (Name of small business issuer in its charter)

 

Nevada

 

27-2758155

(State of incorporation)

  

(I.R.S. Employer Identification No.)

 

802 Sunset Court

San Diego, CA 92109

 (Address of principal executive offices)

 

(619) 508-9000

 (Registrant’s telephone number)


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).    X . Yes         .  No (Not required)


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

      .                 

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).    X .  Yes        .    No


As of May 10, 2012, there were 5,900,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.




1





PUB CRAWL HOLDINGS, INC.*


TABLE OF CONTENTS

 

 

 

  

Page

 

 

PART I.              FINANCIAL INFORMATION

 

  

 

ITEM 1.

FINANCIAL STATEMENTS

3

 

 

 

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

10

 

 

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

12

 

 

 

ITEM 4.

CONTROLS AND PROCEDURES

12

  

 

PART II.            OTHER INFORMATION

 

  

 

ITEM 1.

LEGAL PROCEEDINGS

12

 

 

 

ITEM 1A.

RISK FACTORS

12

 

 

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

13

 

 

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

13

 

 

 

ITEM 4.

MINE SAFETY DISCLOSURES

13

 

 

 

ITEM 5.

OTHER INFORMATION

13

 

 

 

ITEM 6.

EXHIBITS

14


Special Note Regarding Forward-Looking Statements


Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Pub Crawl Holdings, Inc. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.


*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or “PBCW” refers to Pub Crawl Holdings, Inc.



2





PART I - FINANCIAL INFORMATION

 

ITEM 1.

FINANCIAL STATEMENTS












PUB CRAWL HOLDINGS INC.

(A Development Stage Company)


Financial Statements


(Expressed in US dollars)


March 31, 2012 (unaudited) and June 30, 2011











Financial Statement Index


Consolidated Balance Sheets (unaudited)

4


Consolidated Statements of Operations (unaudited)

5


Consolidated Statements of Cash Flows (unaudited)

6


Notes to the Consolidated Financial Statements (unaudited)

7








3





PUB CRAWL HOLDINGS INC.

(A Development Stage Company)

Consolidated Balance Sheets

(unaudited)


 

March 31, 2012

$

June 30,

2011

$

 

 

 

ASSETS

 

 

 

 

 

Cash

22,610

11,806

 

 

 

Total Assets

22,610

11,806

 

 

 

LIABILITIES

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

53,632

37,145

Accrued Liabilities

10,226

1,184

Due to Related Parties

12,000

3,000

Loan Payable

120,000

120,000

Deferred Revenue

1,531

 

 

 

Total Liabilities

195,858

162,860

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Preferred Stock

Authorized: 10,000,000 preferred shares with a par value of $0.001 per share

Issued and outstanding: nil preferred shares

 

 

 

Common Stock

Authorized: 250,000,000 common shares with a par value of $0.001 per share

Issued and outstanding: 5,900,000 and 5,000,000 common shares, respectively

5,900

5,000

 

 

 

Additional Paid-In Capital

47,167

(1,183)

 

 

 

Accumulated Deficit during the Development Stage

(226,315)

(154,871)

 

 

 

Total Stockholders’ Deficit

(173,248)

(151,054)

 

 

 

Total Liabilities and Stockholders’ Deficit

22,610

11,806

 

 

 




(The accompanying notes are an integral part of these consolidated financial statements)


4





PUB CRAWL HOLDINGS INC.

(A Development Stage Company)

Consolidated Statements of Operations

(unaudited)


 

For the Three Months

Ended


For the Nine Months

Ended

Accumulated from May 27, 2010 (Date of Inception) to March 31,

2012

$

March 31,

2012

$

March 31,

2011

$

March 31,

2012

$

March 31,

2011

$

 






Revenues

759

3,033

2,198

5,051

3,447

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

Commissions

180

1,184

590

1,184

2,090

Consulting

20,000

20,000

General and administrative

991

1,372

4,511

4,880

12,198

Management fees

8,000

3,000

14,000

9,000

52,000

Professional fees

14,250

14,250

45,500

60,000

125,750

 

 

 

 

 

 

Total Operating Expenses

23,421

19,806

64,601

95,064

212,038

 

 

 

 

 

 

Loss Before Other Expense

(22,662)

(16,773)

(62,403)

(90,013)

(208,591)

 

 

 

 

 

 

Other Expense

 

 

 

 

 

 

 

 

 

 

 

Interest Expense

(2,992)

(1,849)

(9,041)

(5,630)

(17,724)

 

 

 

 

 

 

Net Loss

(25,654)

(18,622)

(71,444)

(95,643)

(226,315)


Net Earnings per Share – Basic and Diluted        

(0.00)

(0.00)

(0.01)

(0.02)

 


Weighted Average Shares Outstanding – Basic and Diluted             

5,356,044

5,000,000

5,117,818

5,000,000

 

 

 

 

 

 

 












(The accompanying notes are an integral part of these consolidated financial statements)


5





PUB CRAWL HOLDINGS INC.

(A Development Stage Company)

Consolidated Statements of Cash Flows

(unaudited)


 




For the Nine Months

Ended

March 31,

2012

$

For the Nine Months

Ended

March 31,

2011

$



Accumulated from May 27, 2010 (Date of Inception) to March 31,

2012

$

 

 

 

 

Operating Activities

 

 

 

 

 

 

 

Net loss for the period

(71,444)

(95,643)

(226,315)

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Accounts payable

20,737

16,361

57,882

Accrued liabilities

9,042

15,630

10,226

Due to related parties

9,000

12,000

Deferred revenue

(1,531)

 

 

 

 

Net Cash Used In Operating Activities

(34,196)

(63,652)

(146,207)

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

Repayment of loan

(75,000)

Proceeds from common shares

45,000

45,000

Proceeds from loan advances

195,000

Capital contributions

3,817

 

 

 

 

Net Cash Provided by Financing Activities

45,000

168,817

 

 

 

 

Increase (decrease)  in Cash

10,804

(63,652)

22,610

 

 

 

 

Cash – Beginning of Period

11,806

67,155

 

 

 

 

Cash – End of Period

22,610

3,503

22,610

 

 

 

 

 

 

 

 

Supplemental Disclosures

 

 

 

 

 

 

 

Interest paid

Income tax paid

 

 

 

 

 

 

 

 




(The accompanying notes are an integral part of these consolidated financial statements)


6



PUB CRAWL HOLDINGS INC.

(A Development Stage Company)

Notes to the Financial Statements

(unaudited)



1.

Nature of Operations and Continuance of Business


Pub Crawl Holdings, Inc. (the “Company”) was incorporated in the state of Nevada on May 27, 2010. On June 14, 2010, the Company entered into an Assignment Agreement (the "Acquisition") with PB PubCrawl.com LLC (“PubCrawl”), a California limited liability company, whereby the Company acquired a 100% interest in the member shares of PubCrawl in exchange for 5,000,000 common shares of the Company.  The Acquisition was accounted for in accordance with ASC 805-50, Related Issues, as the companies were under common control prior to acquisition. The Company is a development stage company as defined by FASB guidelines


These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the period ended March 31, 2012, the Company has a working capital deficit of $173,248 and accumulated deficit of $226,315. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  


2.

Summary of Significant Accounting Policies


a)

Basis of Presentation and Principles of Consolidation


The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars.  The financial statements include the accounts of the Company and its subsidiary, PubCrawl, a limited liability company in California.  All significant intercompany transactions have been eliminated as part of the consolidation.  The Company’s fiscal year end is June 30.


b)

Use of Estimates


The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.


c)

Interim Financial Statements


These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.



7



PUB CRAWL HOLDINGS INC.

(A Development Stage Company)

Notes to the Financial Statements

(unaudited)



2.

Summary of Significant Accounting Policies (continued)


d)

Cash and cash equivalents


The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.  As at March 31, 2012 and June 30, 2011, the Company had no cash equivalents.


e)

Revenue Recognition


The Company recognizes revenue from advertising sales through various bars and restaurants.  Revenue will be recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service has been provided, and collectability is assured.  The Company is not exposed to any credit risks as amounts are prepaid prior to performance of services.  


f)

Basic and Diluted Net Loss per Share


The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As at March 31, 2012, the Company had no potentially dilutive shares.  


g)   Financial Instruments


Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:


Level 1


Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.


Level 2


Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.


Level 3


Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.


The Company’s financial instruments consist principally of cash, accounts payable, accrued liabilities, and amounts due to related parties.  Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.



8



PUB CRAWL HOLDINGS INC.

(A Development Stage Company)

Notes to the Financial Statements

(unaudited)



2.

Summary of Significant Accounting Policies (continued)


h)

Recent Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


3.

Loan Payable


As at March 31, 2012, the Company owed $120,000 (June 30, 2011 - $120,000) to a non-related company for financing of the Company’s day-to-day operations.  The amounts owing are unsecured, due interest at 10% per annum, and due on demand.  As at March 31, 2012, the Company recorded accrued interest of $10,226 (June 30, 2011 - $1,183), which has been recorded as accrued liabilities.


4.

Related Party Transactions


(a)

During the period ended March 31, 2012, the Company incurred management fees of $14,000 (March 31, 2011 - $9,000) to the President and Director of the Company. As at March 31, 2012, the Company owes $12,000 (June 30, 2011 - $3,000) to the President and Director of the Company. The amounts owing are unsecured, non-interest bearing, and due on demand.


(b)

During the period ended March 31, 2012, a related party to the Company repaid outstanding accounts payable of $4,250 without recourse to the Company.  The amount has been treated as a capital contribution and credited against additional paid-in capital.    


5.

Common Shares


On February 27, 2012, the Company issued 900,000 common shares at $0.05 per share for proceeds of $45,000.


6.

Subsequent Events


As at the date of filing, the Company has not entered into any material transactions.



9





ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION


FORWARD-LOOKING STATEMENTS


This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.


RESULTS OF OPERATIONS


Working Capital


  

March 31, 2012

$

June 30, 2011

$

Current Assets

22,610

11,806

Current Liabilities

195,858

162,860

Working Capital (Deficit)

(173,248)

(151,054)


Cash Flows


  

March 31, 2012

$

March 31, 2011

$

Cash Flows from (used in) Operating Activities

(34,196)

(63,652)

Cash Flows from (used in) Financing Activities

45,000

-

Net Increase (decrease) in Cash During Period

10,804

(63,652)


Operating Revenues


During the nine months ended March 31, 2012, the Company earned revenues of $2,198 from advertising sources compared with revenues of $5,051 for the nine months ended March 31, 2011.  The decrease in revenues were attributed to the fact that the Company had lower amounts of revenue due to a continued slow economy.    


Operating Expenses and Net Loss


During the nine months ended March 31, 2012, the Company recorded operating expenses of $64,601 compared with operating expenses of $95,064 for the nine months ended March 31, 2011.  The decrease in operating expenses was attributed to the fact that new financing received during the period was limited and resulted in a decrease in operating costs, including a decrease of $20,000 in consulting fees that were incurred in the prior year and an overall decrease of $14,500 in professional fees relating to lower legal costs as the Company incurred significant amounts related to its SEC registration process.  


Net loss for the nine months ended March 31, 2012 was $71,444 compared with a net loss of $95,643 for the nine months ended March 31, 2011.   In addition to operating expenses, the Company also incurred $9,041 of interest expense for the nine months ended March 31, 2012 compared with $5,630 for the nine months ended March 31, 2011 relating to loans payable of $120,000 to non-related parties which incur interest at 10% per annum.  The increase in interest expense is due to the fact that only a partial period of interest was incurred in the prior year.  


Liquidity and Capital Resources


As at March 31, 2012, the Company had a cash balance and asset total of $22,610 compared with $11,806 of cash and total assets as at June 30, 2011. The increase is due to the fact that the Company received $45,000 for the issuance of common shares for the period whereas there were no proceeds from financing in the prior year.



10






As at March 31, 2012, the Company had total liabilities of $195,858 compared with $162,860 as at June 30, 2011.  The increase in total liabilities was attributed to lack of cash flow to repay outstanding obligations for the period, which increased overall accounts payable and accrued liabilities by $25,529 and amounts due to related parties by $9,000 for unpaid management fees incurred at $1,000 per month.  


The overall working capital deficit increased from $151,054 at June 30, 2011 to $173,248 at March 31, 2012.  


Cashflow from Operating Activities


During the nine months ended March 31, 2012, the Company used $34,196 of cash for operating activities compared to the use of $63,652 of cash for operating activities during the nine months ended March 31, 2011.  The decrease in the amounts of cash used for operating activities was due to the fact that the Company did not receive any new cash financing, so overall uses of cash was limited.   


Cashflow from Investing Activities


During the nine months ended March 31, 2012 and 2011, the Company did not have any investing activities.


Cashflow from Financing Activities


During the nine months ended March 31, 2012, the Company received $45,000 from financing activities attributed to the issuance of common shares.  The Company did not have any financing activities during the nine months ended March 31, 2011.  


Subsequent Developments


On May 11, 2012, our common stock became quoted on the OTC Bulletin Board.


Going Concern


We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.


Future Financings


We will continue to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.


Off-Balance Sheet Arrangements


We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.


Critical Accounting Policies


Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

 

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.



11






Recently Issued Accounting Pronouncements


The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 4. 

CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


Disclosure controls and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act"). Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2012, due to the material weaknesses resulting from the Board of Directors not currently having any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Amended Annual Report on Form 10-K/A as filed with the SEC on April 20, 2012, for a complete discussion relating to the foregoing evaluation of Disclosures and Procedures.

 

Changes in Internal Control over Financial Reporting

 

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

 

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.


PART II - OTHER INFORMATION


ITEM 1. 

LEGAL PROCEEDINGS


We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.


ITEM 1A.

RISK FACTORS


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.



12






ITEM 2. 

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS


1.

Quarterly Issuances:


During the quarter, we did not issue any unregistered securities other than as previously disclosed.


2.

Subsequent Issuances:


Subsequent to the quarter, we did not issue any unregistered securities other than as previously disclosed.


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.  

MINE SAFETY DISCLOSURES


Not Applicable.


ITEM 5.

OTHER INFORMATION


None.



13






ITEM 6.

EXHIBITS


Exhibit Number

Description of Exhibit

Filing

3.01

Articles of Incorporation

Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1.

3.02

Bylaws

Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1.

10.01

Assignment Agreement between the Company, Peter Kremer, and PBPubCrawl.com, LLC dated June 14, 2010

Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1.

10.02

Form of Management Agreement between the Company and Peter Kremer dated June 22, 2010

Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1.

10.03

Promissory Note between the Company and Sun Valley Investments dated August 5, 2010

Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1.

10.04

Consulting Agreement between the Company and Voltaire Gomez dated September 23, 2010

Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1.

10.05

Settlement Agreement between the Company and Sun Valley Investments dated May 25, 2011

Filed with the SEC on August 11, 2011 as part of our Current Report on Form 8-K

10.06

Promissory Note between the Company and Deville Enterprises, Inc. dated June 1, 2011

Filed with the SEC on August 11, 2011 as part of our Current Report on Form 8-K

14.01

Code Of Ethics

Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1.

21.01

List of Subsidiaries

Filed with the SEC on October 7, 2010 as part of our Registration Statement on Form S-1.

31.01

Certification of Principal Executive Officer Pursuant to Rule 13a-14

Filed herewith.

31.02

Certification of Principal Financial Officer Pursuant to Rule 13a-14

Filed herewith.

32.01

CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Filed herewith.

 101.INS*

XBRL Instance Document

Filed herewith.

101.SCH*

XBRL Taxonomy Extension Schema Document

Filed herewith.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith.

101.LAB*

XBRL Taxonomy Extension Labels Linkbase Document

Filed herewith.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

Filed herewith.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith.


*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.






[SIGNATURE PAGE FOLLOWS]







14






SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registra

nt caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

 

 

  

  

PUB CRAWL HOLDINGS, INC.


Dated:     May 14, 2012

 


/s/ Pete Kremer   

  

  

PETE KREMER

  

  

Its:   President, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Secretary and Treasurer


In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.

  

Dated:     May 14, 2012


/s/ Pete Kremer   

 

By:  PETE KREMER

Its:  Director




15


XOTC:PBCW Quarterly Report 10-Q Filling

XOTC:PBCW Stock - Get Quarterly Report SEC Filing of XOTC:PBCW stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

XOTC:PBCW Quarterly Report 10-Q Filing - 3/31/2012
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