10-K/A 1 g6026a1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (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 February 29, 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 No.: 333-165301 Earn-A-Car, Inc. (Exact name of registrant as specified in its charter)
Nevada 7514 27-1320213 (State or jurisdiction of (Primary Standard Industrial IRS Employer incorporation or organization) Classification Code Number) Identification Number
Office 1 The Falls Centre Corner Great North and Webb Northmead, Benoni 1522 Republic of South Africa (Address of principal executive offices) +27 11 425 1666 (Issuer's telephone number) N/A (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value US$0.0000001 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 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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (s 229.405) 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. [ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. 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 checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X] The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 11, 2012: US$1,010,250. The number of shares of the registrant's common stock outstanding as of June 11, 2012: 112,250,000. EXPLANATORY NOTE The purpose of this Amendment No. 1 to the Company's Annual Report on Form 10-K for the fiscal year ended February 29, 2012, filed with the Securities and Exchange Commission on June 13, 2012 (the "Form 10-K"), is solely to furnish Exhibit 101 to the Form 10-K. Exhibit 101 provides the 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 continues to speak 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 Act of 1934, as amended, and otherwise are not subject to liability under those sections. 2 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation, incorporated by reference to like numbered exhibit filed with the Registrant's registration statement on Form S-1 filed March 11, 2010. 3.2 Articles of Amendment, incorporated by reference to Exhibit 3.1 of Current Report on Form 8-K filed March 30, 202. 3.2 By -Laws, incorporated by reference to like numbered exhibit filed with the Registrant's registration statement on Form S-1 filed March 11, 2010. 10.1 Loan Agreement between Civiwize (proprietary) Limited (in the process of changing its name to EARN-A-CAR ASSETS 1 (PROPRIETARY) LIMITED) and ABSA BANK LIMITED, dated May 29, 2012, incorporated by like number exhibit to the Registrant's Current Report on Form 8-K, dated May 29, 2012. 14.1 Code of Ethics, incorporated by reference to like numbered exhibit filed with the Registrant's amendment No. 1 to the Current Report on Form 8-K, dated December 7, 2011. 22.1 Subsidiaries; Subsidiaries; 100 % owned by Earn-a-Car Pty Ltd, Civiwize (proprietary) Limited (in the process of changing its name to EARN-A-CAR ASSETS 1 (PROPRIETARY) LIMITED), a South African corporation and Earn-A-Car (PTY), LTD., a South African corporation. 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certifications of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certifications of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101** Interactive Data Files pursuant to Rule 405 of Regulation S-T. ---------- * Previously filed ** Filed herewith 3 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. EARN-A-CAR, INC. June 15, 2012 By: /s/ John Storey ---------------------------------------- John Storey Chief Executive Officer (Principal Executive Officer) By: /s/ Bruce Dunnington ---------------------------------------- Bruce Dunnington Chief Financial Officer (Principal Financial and Accounting 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 and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Graeme Hardie Chairman of the Board and a Director June 15, 2012 ------------------------- /s/ John Storey CEO and a Director June 15, 2012 ------------------------- John Storey 4