UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

(Amendment No 2)

 

(Mark One)

 

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: September 30, 2014

 

[   ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

From ________ to __________


Commission File No.: 333-148987

 

PLEASANT KIDS, INC.

(Exact name of registrant as specified in its charter)

 

Florida

 

20-35337265

 (State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

2600 WEST OLIVE AVENUE, 5F, BURBANK, CA 91505

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (855) 710-5437

 

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

 

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

 

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 Section 15(d) of the Exchange Act. Yes [   ]  No [X]

 

Indicate by check mark whether the registrant has (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 (§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 in response to Item 405 of Regulation S-K (§229.405) 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. Yes [   ]  No [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. (Check one):

 

Large accelerated filer [   ]

 

Non-accelerated filer [   ]

 

 

 

Accelerated filer [   ]

 

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]

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: $314,715. (This calculation is based on historical data at March 28, 2014). For purposes of the foregoing calculation only, directors, executive officers, and holders of 10% or more of the issuer’s common capital stock have been deemed affiliates.

 

The number of shares outstanding of the Registrant’s Common Stock as of December 17, 2014, was 4,585,054,232.

 

DOCUMENTS INCORPORATED BY REFERENCE:

 

None.

  




_________________________

EXPLANATORY NOTE

_________________________


This Amendment No. 2 (this "Amendment") to the Annual Report on Form 10-K of Pleasant Kids, Inc., (the "Company") for the year ended September 30, 2014, originally filed with the U.S. Securities and Exchange Commission (the "SEC") on January 7, 2015, (the "Original Filing"), then an Amendment No. 1 being filed on February 29, 2016, is being filed solely to include the XBRL Exhibits.


Except as described above, this Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way.  This Amendment speaks as of the date of the Original Filing and does not reflect events occurring after the filing of the Original Filing.  Accordingly, this Amendment should be read in conjunction with the Original Filing, as well as any other filings made by the Company with the SEC pursuant to Section 13(a) or 15(d) of Securities Exchange Act of 1934, as amended, subsequent to the filing of the Original Filing.




PART III


ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

(a)(1)(2) Financial Statements. See index to financial statements and supporting schedules.

 

(a)(3)

Exhibits.

 

The following exhibits are filed as part of this statement:

 

Exhibit No.

 

Description

 

Location

2

 

Articles of Merger- NYBD Holding, Inc/Pleasant Kids, Inc

 

(1)

3.1

 

Articles of Incorporation- League Now Holdings, Corporation, dated September 21, 2005

 

(1)

3.2

 

Articles of incorporation – Pleasant Kids, Inc, dated July 19, 2013

 

(1)

3.3

 

Amendment to articles of incorporation, dated May 9,2013

 

(1)

3.4

 

Amendment to articles of incorporation, dated September 14, 2014

 

Filed herewith

3.5

 

Amendment to articles of incorporation, dated October 7, 2014

 

Filed herewith

3.6

 

Amendment to articles of incorporation, dated February 4, 2014

 

Filed herewith

3.7

 

Amendment to articles of incorporation, dated May 8, 2014

 

Filed herewith

3.8

 

Amendment to articles of incorporation, dated May 19, 2014

 

Filed herewith

4.1

 

Certificate of Designation, Number, Powers, Preferences and Relative, Participating, Optional and other Special Rights and the Qualifications, Limitations, Restrictions and other Distinguishing Characteristics of Series A Preferred Stock

 

(1)

4.2

 

Board minutes amending Series A Preferred Stock

 

(1)

10.1

 

Employment Contract – Robert Rico, dated October 1, 2013

 

(1)

10.2

 

Employment Contract – Calvin Lewis, dated October 1, 2013

 

(1)

10.3

 

Employment Contract – Franjose Yglesias- Bertheau, dated October 1, 2013

 

(1)

10.4

 

Convertible Debenture for $153,000 dated 3/19/13 to Asher Enterprises

 

(1)

10.5

 

Convertible Debenture for $53,000 dated 5/9/13 to Asher Enterprises

 

(1)

10.6

 

Convertible Debenture for $53,000 dated  7/17/13 to Asher Enterprises

 

(1)

10.7

 

Convertible debenture for 22,000 dated 11/25/13 issued to LG Capital Funding, LLC

 

Filed herewith

10.8

 

Convertible Debenture for 20,000 dated 12/3/13 issued to JMJ Financial

 

Filed herewith

10.9

 

Convertible Debenture for $26,000 dated 1/17/14 to Asher Enterprises

 

Filed herewith

10.10

 

Convertible Debenture for $125,000 dated 1/17/14 to Redwood Management LLC

 

Filed herewith

10.11

 

Convertible Debenture for $50,000 dated 1/17/14 issued to Redwood Management, LLC

 

Filed herewith

10.12

 

Convertible Debenture for $32,500 dated 2/20/14 issued to Asher Enterprises

 

Filed herewith

10.13

 

Convertible Debenture for $26,000 dated 3/5/14 issued to LG Capital Funding, LLC

 

Filed herewith

10.14

 

Convertible Debenture for $53,000 dated 5/8/14 issued to KBM Worldwide, Inc.

 

Filed herewith

10.15

 

Convertible Debenture for $22,000 dated 5/27/14 issued to LG Capital Funding, LLC

 

Filed herewith

10.16

 

Convertible Debenture for $52,500 dated 7/3/14 issued to LG Capital Funding, LLC

 

Filed herewith

10.17

 

Convertible Debenture for $27,500 dated 8/4/14 issued to KBM Worldwide, Inc.

 

Filed Herewith

10.18

 

Convertible Debenture for $26,500 dated 9/3/14 issued to LG Capital Funding, LLC

 

Filed herewith

14

 

Code of Ethics for Executives and Senior Officers adopted September 30, 2013

 

(1)

14.1

 

Board of Directors Corporate Governance Principals adopted September 30, 2013

 

(1)

31.1

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed herewith

31.2

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

Filed herewith

32.1

 

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Filed herewith

32.2

 

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

Filed herewith

101.ins

 

XBRL Instance Document

 

Filed herewith

101.sch 

 

XBRL Taxonomy Schema

 

Filed herewith

101.cal 

 

XBRL Taxonomy Calculation Linkbase

 

Filed herewith

101.def

 

XBRL Taxonomy Definition Linkbase

 

Filed herewith

101.lab

 

XBRL Taxonomy Label Linkbase

 

Filed herewith

101.pre

 

XBRL Taxonomy Presentation Linkbase

 

Filed herewith

 

(1) Incorporated by reference from Pleasant Kid’s Annual Report on Form 10-KSB for the Fiscal Year Ended September 30, 2013 filed on January 14, 2014. 





SIGNATURES

 

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

 

 

Pleasant Kids, Inc.

 

(Registrant)

 

 

Date: June 7, 2016

/s/ Robert Rico

 

Chief Executive Officer

 

 

 

/s/ Kenneth C. Wiedrich

 

Chief Financial Officer

 





EXHIBIT 31.1

 

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Robert Rico, Chief Executive Officer certify that:

 

(1)

I have reviewed this amended Annual Report on Form 10-K of NYBD Holding, Inc.;

 

(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a

material fact necessary to make the statements made, in light of the circumstances under which such statements

were made, not misleading with respect to the period covered by this report;

 

(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly

 present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

(4)

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure

controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over

financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to

be designed under our supervision, to ensure that material information relating to the registrant, including

its consolidated subsidiaries, is made known to us by others within those entities, particularly during the

 period in which this report is being prepared;

 

 

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance

with generally accepted accounting principles;

 

 

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this

report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of

the period covered by this report based on such evaluation; and

 

 

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred

during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an

annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s

internal control over financial reporting; and

 

(5)

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal

control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over

financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,

summarize and report financial information; and

 

 

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant

role in the registrant’s internal control over financial reporting.

 

 

/s/ Robert Rico

 

Robert Rico

 

Chief Executive Officer

June 7, 2016





EXHIBIT 31.2

 

CERTIFICATION PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

 

I, Kenneth C. Wiedrich, Chief Financial Officer certify that:

 

(1)

I have reviewed this amended Annual Report on Form 10-K of NYBD Holding, Inc.;

 

(2)

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

(3)

Based on my knowledge, the financial statements, and other financial information included in this report, fairly

present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

(4)

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

 

 

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to

be designed under our supervision, to ensure that material information relating to the registrant, including

its consolidated subsidiaries, is made known to us by others within those entities, particularly during the

period in which this report is being prepared;

 

 

 

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles;

 

 

 

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this

report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

 

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred

during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an

annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s

internal control over financial reporting; and

 

(5)

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal

control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

 

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over

financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process,

summarize and report financial information; and

 

 

 

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant

role in the registrant’s internal control over financial reporting.

 

 

/ s/ Kenneth C. Wiedrich

 

Kenneth C. Wiedrich

 

Chief Financial Officer

June 7, 2016





EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the amended Annual Report of NYBD Holding, Inc. (the “Company”) on Form 10-K for the period ended September 30, 2014, as filed with the Securities and Exchange Commission (the “Report”), I, Robert Rico Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

(1)

 

The Report fully complies with the requirements of section 13(a) or 15(d) of the

Securities Exchange Act of 1934; and

 

 

 

 

(2)

The information contained in the Report fairly presents, in all material respects, the

financial condition and result of operations of the Company.


/s/ Robert Rico

 

Robert Rico

 

Chief Executive Officer

 

June 7, 2016

 

 

A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.




EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the amended Annual Report of NYBD Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2014, as filed with the Securities and Exchange Commission (the “Report”), I, Kenneth C. Wiedrich, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

 

 

 

(1)

 

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities

Exchange Act of 1934; and

 

 

 

 

 

 

(2)

 

The information contained in the Report fairly presents, in all material respects, the

financial condition and result of operations of the Company.

 

/s/ Kenneth C. Wiedrich

 

Kenneth C. Wiedrich

 

Chief Financial Officer

 

June 7, 2016

 

 

A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.