10-Q/A 1 f10q0612a1_yellow7.htm AMENDED QUARTERLY REPORT f10q0612a1_yellow7.htm


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

FORM 10-Q
Amendment No. 1
 
(Mark One)
ý QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarter period ended June 30, 2012

OR

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from        to

Yellow7, Inc.
(Exact name of registrant as specified in its charter)
 
 Texas  333-170578  61-155055
 (State or other jurisdiction of incorporation)   (Commission File Number)     (I.R.S. Employer Identification No.)
                                                                         
104 Hardwicke Lane
Little Elm, Texas 75068
(Address of principal executive offices) (Zip Code)

(972) 731-6720 ext 305
(Registrant's telephone number including area code)
 
(Former name, former address and former fiscal year, if changed since 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 time period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ý    No o 
 
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o    No ý 
 
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 o
 
Accelerated Filer G
 
Non-accelerated filer o
(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 o    NO ý
 
As of September 11, 2012, there were 185,400,000 shares of the Registrant's common stock, $.0001 par value outstanding.
 
 
 

 
 
Explanatory Note
 
Yellow7, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Company’s quarterly report on Form 10-Q for the period ending June 30, 2012 (the “Form 10-Q”), filed with the Securities and Exchange Commission on September 6, 2012 (the “Original Filing Date”). Due to a scrivener’s error, Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. The revision to Exhibit 101 consists of the following materials from the Company’s Form 10-Q, formatted in XBRL (Extensible Business Reporting Language):
 
101.INS XBRL Instance Document
101.SCH  XBRL Taxonomy Schema
101.CAL  XBRL Taxonomy Calculation Linkbase
101. DEF XBRL Taxonomy Definition Linkbase
101.LAB XBRL Taxonomy Label Linkbase
101.PRE XBRL Taxonomy Presentation Linkbase
                                                                                                                            
No other changes have been made to the Form 10-Q. This Amendment speaks as of the Original Filing Date, 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.

Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as 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 1993,  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
(a) Exhibits

Exhibit
No.
Description
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-13(a) and 15d-14(a) as adopted under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*+
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS** XBRL Instance Document
101.SCH**  XBRL Taxonomy Schema Document
101.CAL**  XBRL Taxonomy Calculation Linkbase Document
101.LAB** XBRL Taxonomy Label Linkbase Document
101.PRE** XBRL Taxonomy Presentation Linkbase Document
101. DEF** XBRL Taxonomy Definition Linkbase Document
 
*
Previously filed or furnished, as applicable, with or incorporated by reference in, the Company’s  quarterly report on Form 10-Q for the period ended June 30, 2012 (the “Form 10-Q”), filed with the Securities and Exchange Commission on  September 6, 2012.
 
**
Furnished herewith 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.
 
In accordance with SEC Release 33-8238, Exhibit 32.1 is furnished and not filed. 
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly causes this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Yellow7, Inc.
   
     
Date: September 11, 2012
By:
 /s/ Jason Burgess
   
Jason Burgess
   
Chief Executive Officer
(Duty Authorized Officer, Principle
Executive Officer and Principal Financial Officer)

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