UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended APRIL 30, 2012
OR
¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File Number 0-53359
WEBDIGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 11-3820796 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
3445 Zenith Ave So., Minneapolis, MN
(Address of Principal Executive Offices)
(612) 767-3854
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed from 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 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 ¨ (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 ¨ No x
As of June 15, 2012 there were 383,647 shares of the issuer’s common stock, $0.001 par value, outstanding. This takes into account the 1 for 200 reverse stock split which occurred on May 17, 2012.
EXPLANATORY NOTE
Webdigs, Inc. is filing this Amendment No. 1 (the “Amendment No. 1”) to its Quarterly Report on Form 10-Q for the fiscal quarter ended April 30, 2012, which was originally filed on June 19, 2012 (the “Original Filing”) for the sole purpose of furnishing 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).
No other changes have been made to the Original Filing. This Amendment No.1 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 Form 10-Q for the fiscal quarter ended April 30, 2012.
Pursuant to Rule 406T of Regulation S-T, the interactive data files contained in 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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Item 6. Exhibits.
Exhibit No. | Description | |
31.1 | Certification of Chief Executive Officer* | |
31.2 | Certification of Chief Financial Officer* | |
32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
101.INS | XBRL Instance 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** | |
101.SCH | XBRL Taxonomy Extension Schema Document** |
* Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2012.
** Furnished herewith
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WEBDIGS, INC. | ||
/s/ Robert A. Buntz, Jr. | ||
Robert A. Buntz, Jr. | ||
Chief Executive Officer June 28, 2012 |
||
/s/ Edward Wicker |
||
Edward Wicker | ||
Chief Financial Officer June 28, 2012 |
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INDEX TO EXHIBITS FILED WITH THIS REPORT
Exhibit No. | Description | |
31.1 | Certification of Chief Executive Officer* | |
31.2 | Certification of Chief Financial Officer* | |
32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
101.INS | XBRL Instance 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** | |
101.SCH | XBRL Taxonomy Extension Schema Document** |
* Previously filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2012.
** Furnished herewith
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CONVERTIBLE NOTES PAYABLE
|
6 Months Ended | ||
---|---|---|---|
Apr. 30, 2012
|
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Debt Disclosure [Abstract] | |||
Debt Disclosure [Text Block] |
In November 2010, the Company entered into a $30,000 convertible loan agreement with a private investor which had a maturity date of June 30, 2012. The loan accrued interest at a simple interest rate of 12% per annum. For the six months ended April 30, 2012 and 2011, the Company incurred $3,164 and $1,660 of interest expense in connection with this note.
The lender had the option to convert the note into the Company’s common stock at a price of $0.01 per share. Since the permitted conversion price was lower than the $.02 market price of the Company’s shares at the time of the loan agreement, the Company recognized and capitalized a beneficial conversion feature charge of $30,000 and amortized the charge over the life of the loan using the effective interest method. The Company recognized a beneficial conversion amortization charge to interest expense of $12,632 and $7,895 for the six months ended April 30, 2012 and 2011, respectively.
On April 3, 2012, the $30,000 note and accrued interest of $6,624 was converted into 3,662,400 shares of common stock. |