XOTC:PBCW Annual Report 10-K/A Filing - 9/30/2012

Effective Date 9/30/2012




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K 

(Amendment No. 1)

(Mark One)


  X .

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the Fiscal Year Ended June 30, 2012


      .

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE EXCHANGE ACT


For the transition period from ________ to ______


PUB CRAWL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Nevada

333-169818

27-2758155

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of Incorporation)

 

Identification Number)

 

19 6th Street

Belize City, Belize

(Address of principal executive offices)

 

 

 

 

 

(949) 851-9261

 

 

(Registrant’s Telephone Number)


Copy of all Communications to:


Naccarato & Associates

1100 Quail Street Suite 100

Newport Beach, CA 92660

Phone: 949-851-9261

Fax: 949-851-9262

 


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 Act.

Yes      . No   X  .


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      .


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of 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.      .




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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

      . (Do not check if a smaller reporting company)

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   X  . No      .


The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2012 was NIL based upon the price ($NIL) at which the common stock was last sold as of the last business day of the most recently completed second fiscal quarter, multiplied by the approximate number of shares of common stock held by persons other than executive officers, directors and five percent stockholders of the registrant without conceding that any such person is an “affiliate” of the registrant for purposes of the federal securities laws.  Our common stock is not traded in the over-the-counter market and quoted on the Over-The-Counter Bulletin Board.


As of October 15, 2012, there were 265,500,000 shares of the registrant’s $0.001 par value common stock issued and outstanding.


Documents incorporated by reference: None




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EXPLANATORY NOTE


The purpose of this Amendment No. 1 to the Annual Report of Pub Crawl Holdings, Inc. (the “Company”) on Form 10-K for the annual period ended June 30, 2012, filed with the Securities and Exchange Commission on October 15, 2012 (the “Form 10-K), is to furnish Exhibit 101 to the Form 10-K 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-K formatted in XBRL (eXtensible Business Reporting Language).


Other than the aforementioned, no other changes have been made to the Form 10-K.  This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, 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-K.


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.



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PART IV

ITEM 15.

EXHIBITS.


(a)

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, 2012

Filed with the SEC on August 11, 2012 as part of our Current Report on Form 8-K

10.06

Promissory Note between the Company and Deville Enterprises, Inc. dated June 1, 2012

Filed with the SEC on August 11, 2012 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 with the SEC on October 15, 2012 as a part of our Form 10-K for the period ended June 30, 2012.

31.02

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

Filed with the SEC on October 15, 2012 as a part of our Form 10-K for the period ended June 30, 2012.

32.01

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

Filed with the SEC on October 15, 2012 as a part of our Form 10-K for the period ended June 30, 2012.

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 To Follow]






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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



PUB CRAWL HOLDINGS, INC.



Dated: October 22, 2012

/s/ Hubert Elrington

By: Hubert Elrington

Its: President, Principal Executive Officer &

Principal Financial Officer (Principal Accounting Officer)



Pursuant to the requirement of the Securities Exchange Act of 1934, 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:  October 22, 2012

/s/ Hubert Elrington

Hubert Elrington - Director





SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED

PURSUANT TO SECTION 15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS

 

1.

No annual report to security holders covering the company’s last fiscal year has been sent as of the date of this report.

 

2.

No proxy statement, form of proxy, or other proxy soliciting material relating to the company’s last fiscal year has been sent to any of the company’s security holders with respect to any annual or other meeting of security holders.

 

3.

If such report or proxy material is furnished to security holders subsequent to the filing of this Annual Report on Form 10-K, the company will furnish copies of such material to the Commission at the time it is sent to security holders.




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XOTC:PBCW Annual Report 10-K/A Filling

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