UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q/A
Amendment No. 1
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2013
 
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
 
For the transition period from to _____.             
 
Commission file number 001-33300
 
ALL AMERICAN PET COMPANY, INC.
(Exact name of Registrant as specified in its charter)
 
Nevada
 
91-2186665
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification Number)
 
1100 Glendon Avenue, 17th Floor
Los Angeles, California 90024
(Address, including zip code, of principal executive office)
 
(310) 689-7335
(Registrant’s telephone number, including area code)
 
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  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 ( § 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   o  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”, “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act). (Check one):
 
Large accelerated filer  o
 
Accelerated filer  o
     
Non-accelerated filer  o
 
Smaller reporting company  x
(Do not check if a smaller reporting company)
   
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   o  Yes   x  No
 
Indicate the number of shares of outstanding of each of the Registrant’s classes of common equity, as of the last practical date: As of March 25, 2014, the Registrant had outstanding 1,728,698,805 shares of Common Stock, no shares of Preferred Stock, and warrants exercisable for 5,000,000 shares of Common Stock.

 
 
 
 
 
 
EXPLANATORY NOTE
 
We are filing this amendment of Form 10-Q/A (the “Amendment”) to our quarterly report on Form 10-Q for the period ended March 31, 2013 (the “Original Report”), filed with the SEC on June 20, 2013, to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated condensed financial statements and related notes from the Form 10-Q in XRBL (eXtensible Business Reporting language).
 
No other changes have been made to the Form 10-Q. This Amendment does not modify, amend or update in any way any of the financial or other information contained in the original filing and has not been updated to reflect events occurring subsequent to the filing of the original Form 10-Q.

Item 6. Exhibits
 
           
Incorporated by reference
 
Exhibit
Number
 
Exhibit Description
 
Filed
Herewith
 
Form
 
Period
Ending
 
Exhibit
 
Filing
date
 
31
 
Certification pursuant to Section 302 of the Sarbanes-Oxley Act
 
x
                 
                           
32
 
Certification pursuant to Section 906 of the Sarbanes-Oxley Act
 
x
                 
                           
101.INS **  
XBRL Instance Document
  x                  
                           
101.SCH **
 
XBRL Taxonomy Extension Schema Document
  x                  
                           
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
  x                  
                           
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
  x                  
                           
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
  x                  
                           
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document
  x                  
 
** 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.
 
 
2
 

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 hereunto duly authorized.
 
  ALL AMERICAN PET COMPANY, INC.  
       
Date:  March 25, 2014 By:
 /s/ Barry Schwartz
 
   
Barry Schwartz, Chief Executive Officer,
Chief Financial and Chief Accounting Officer
 
 
 
3
  EXHIBIT 31
 
CERTIFICATION
 
I, Barry Schwartz, certify that:
 
1.          I have reviewed this amended quarterly report on Form 10-Q/A of All American Pet Company, 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.          I am 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 my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to me 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 my 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 small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
 
5.          I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors of the small business issuer'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 small business issuer'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 small business issuer's internal control over financial reporting.
 
 
Date: March 25, 2014
By:
/s/ Barry Schwartz  
    Barry Schwartz  
    CEO and Principal Financial and Accounting Officer  
 
 
 
 

EXHIBIT 32
 
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 Quarterly Report of All American Pet Company, Inc. (the “Company”) on Form 10-Q/A for the period ended March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Barry Schwartz, Chief Executive Officer and Principal Financial and Accounting Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 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 results of operations of the Company.
 
 
Date: March 25, 2014
By:
/s/ Barry Schwartz  
   
Barry Schwartz
 
   
CEO and Principal Financial and Accounting Officer