XOTC:RLIA Annual Report 10-K/A Filing - 6/30/2012

Effective Date 6/30/2012

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

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

o Transition Report Pursuant to Section 13or 15(d) of The Securities Exchange Act of 1934

COMMISSION FILE NUMBER: 000-54300


RELIABRAND INC.

 (Exact Name of Small Business Issuer as Specified in its Charter)

Nevada
(State of Incorporation)

75-3260541
(IRS Employer ID Number)

430 Banks Road Suite 100, Kelowna, BC V1X 6A3
(Address of principal executive offices)

(778) 478-9997
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, par value $0.001 per share

Indicate by check mark whether the registrant (1) 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 o No

Indicate by check mark if disclosure of delinquent filers in pursuant to Item 405 of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will not be contained, to the best of the 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. 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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
 Large accelerated filer
 o
 
 Accelerated filer
 o
 Non-accelerated filer  
 o
 
 Smaller reporting company
 x
 (Do not check if a smaller reporting company)
   
 
 
 
 
1

 
 
 
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act) o Yes x No
 
State the issuer's revenues for its most recent fiscal year. $13,600

State the aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold, or the average bid and ask prices of such stock as of a specified date within 60 days $19,713,360.

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date.
 
 Outstanding Shares
 
 Class as of September 15, 2012
 Common Stock, Par Value $0.0001 per share
 
59,677,000
 
DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents Incorporated by Reference" is contained in Part III, Item 13.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 

 
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EXPLANATORY NOTE

The sole purpose of this Amendment No. 1 to Reliabrand Inc. Annual Report on Form 10-K for the fiscal year ended June 30, 2012, filed with the Securities and Exchange Commission on October 1, 2012 (the “Form 10-K”), is to furnish Exhibit 101 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).

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.
 
PART IV

ITEM 15 - EXHIBITS

The following Exhibits are being filed with this Annual Report on Form 10K:
  
Exhibit
   
Number
 
Description of Exhibit
     
3.1(1)
   
Articles of Incorporation
       
3.2(1)
   
By-Laws
       
3.3(2)
   
Certificate of Amendment, as filed with the Nevada Secretary of State
       
3.3(3) 
   
Certificate of Amendment, as filed with the Nevada Secretary of State
       
10.1(4)
   
Asset Purchase Agreement
       
31.1
*
 
Section 302 Certification of Chief Executive Officer
       
31.2
*
 
Section 302 Certification of Chief Financial Officer
       
32.1
*
 
Section 906 Certification of Chief Executive Officer
       
32.2
*
 
Section 906 Certification of Chief Financial Officer
       
101.INS
**
 
XBRL Instance Document
       
101.SCH
**
 
XBRL Taxonomy Extension Schema Document
       
101.CAL
**
 
XBRL Taxonomy Extension Calculation Linkbase
       
101.DEF
**
 
 XBRL Taxonomy Extension Definition Linkbase
       
101.LAB
**
 
XBRL Taxonomy Extension Label Linkbase
       
101.PRE
**
 
XBRL Taxonomy Extension Presentation Linkbase
 
(1)
Filed as an exhibit to our registration statement on Form SB-2 filed with the Commission on October 2, 2007.
   
(2)
Filed as an exhibit to our Form 8-K filed with Commission on June 6, 2008.
   
(3)
Filed as an exhibit to our Form 8-K with the Commission on March 4, 2011
   
(4)
Filed as an exhibit to our form 8-K filed with the Commission on January 26, 2011
 
*These exhibits were previously filed as exhibits to Reliabrand Inc.’s Annual Report for the Fiscal Year Ended June 30, 2012, filed with the Securities and Exchange Commission on October 1, 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.
 
 
 
3

 

 

SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) 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, in the City of Kelowna, British Columbia, on October 11, 2012.
  
 
RELIABRAND INC.
 
       
 
By:
/s/ Antal Markus
 
   
Antal Markus
 
   
Chief Executive Officer
 
       

 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on October 11, 2012.
 
 
By:
/s/ Antal Markus
 
   
Antal Markus 
 
   
Director, Chief Executive Officer
 
   
Chief Financial Officer (Principal Financial
 
   
Officer), Treasurer, Principal Accounting Officer, Secretary
 
 

            
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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