10-Q/A 1 f10qa063018_10qz.htm FORM 10Q/A AMENDED QUARTERLY REPORT Form 10Q/A Amended Quarterly Report

 

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-Q/A

Amendment No. 1

Mark One

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2018

 

[   ] 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. 000-55657

 

TYG SOLUTIONS CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

 

46-2645343

(State or Other Jurisdiction of Incorporation or Organization)

 

IRS Employer Identification Number

 

550 West C Street, Suite 2040

San Diego, CA 92101

(858) 883-2642

(Address and telephone number of principal executive offices)

 

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

 

Large accelerated filer

[   ]

Accelerated filer

[   ]

Non-accelerated filer

[   ] (Do not check if a smaller reporting company)

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]

 

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.

 

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes [   ] No [   ]

 

Applicable Only to Corporate Registrants

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

 

Class

 

Outstanding as of June 30, 2018

Common Stock, $0.0001

 

9,530,000

 


1



 

 

Explanatory Note

 

The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q (the “Form 10-Q”) of TYG Solutions Corp. for the quarterly period ended June 30, 2018, filed with the Securities and Exchange Commission on July 24, 2018, is to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.  Exhibit 101 to the Form 10-Q 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 Form 10-Q.  This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, 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-Q.

 

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.


2



PART II - OTHER INFORMATION

 

ITEM 6. EXHIBITS

 

Exhibits

Exhibit

#

Incorporated

by Reference

(Form Type)

Filing

Date

Filed

with

This

Report

 

 

 

 

 

Certificate of Incorporation, as filed with the Delaware Secretary of State on March 25, 2013.

3.1

10-K

3/30/2017

 

 

 

 

 

 

Amended and Restated Certificate of Incorporation of TYG Solutions Corp., as filed with the Delaware Secretary of State on May 1, 2018.

3.2

8-K (A/1)

5/25/2018

 

 

 

 

 

 

Certificate of Designation of Series A Preferred Stock of TYG Solutions Corp. as filed with the Delaware Secretary of State on May 3, 2018.

3.3

8-K (A/1)

5/25/2018

 

 

 

 

 

 

Certificate of Designation of Series B Preferred Stock of TYG Solutions Corp. as filed with the Delaware Secretary of State on May 3, 2018.

3.4

8-K (A/1)

5/25/2018

 

 

 

 

 

 

Bylaws of TYG Solutions, Inc.

3.5

10-K

3/30/2017

 

 

 

 

 

 

Amended and Restated Bylaws of TYG Solution Corp.

3.6

8-K (A/1)

5/25/2018

 

 

 

 

 

 

Convertible Note dated February 16, 2018

4.1

10-K

7/24/2018

 

 

 

 

 

 

Convertible Note Purchase Agreement dated February 16, 2018

4.2

10-K

7/24/2018

 

 

 

 

 

 

Application Development Agreement Dated June 1, 2014

10.1

S-1/A

6/22/2016

 

 

 

 

 

 

Application Development Agreement Dated February 16, 2016

10.2

S-1/A

6/22/2016

 

 

 

 

 

 

Application Development Agreement Dated February 20, 2016

10.3

S-1/A

6/22/2016

 

 

 

 

 

 

Application Development Agreement Dated February 24, 2016

10.4

S-1/A

6/22/2016

 

 

 

 

 

 

Application Development Agreement Dated November 19, 2016

10.5

S-1/A

6/22/2016

 

 

 

 

 

 

Application Development Agreement Dated December 15, 2016

10.6

S-1/A

6/22/2016

 

 

 

 

 

 

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.1

 

 

X

 

 

 

 

 

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.1

 

 

X

 

 

 

 

 

XBRL Instance Document

101.INS

 

 

X

XBRL Taxonomy Extension Schema Document

101.SCH

 

 

X

XBRL Taxonomy Extension Calculation Linkbase Document

101.CAL

 

 

X

XBRL Taxonomy Extension Definition Linkbase Document

101.DEF

 

 

X

XBRL Taxonomy Extension Label Linkbase Document

101.LAB

 

 

X

XBRL Taxonomy Extension Presentation Linkbase Document

101.PRE

 

 

X


3



 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the registrant cause this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: July 26, 2018

 

/s/ Robert T. Malasek

Robert T. Malasek

Chief Executive Officer

(Principal Executive Officer)

Chief Financial Officer

(Principal Accounting Officer)


4