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, 2016

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

               For the transition period from January 1, 2016 to March 31, 2016

333-208049
Commission File Number

eMedia Group, Inc.
(Exact name of registrant as specified in its charter)
 
  Nevada   47-5567250  
(State or other jurisdiction of incorporation or organization)     (I.R.S. Employer Identification No.)
   
 
Langdyssen 5
8200 Aarhus N Denmark
(Address of principal executive offices)

+45 71 99 26 00 (Registrant’s telephone number, including area code)

1255 Rio Salado Parkway, Suite 215
Tempe, Arizona   85281
(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 period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [  ] 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 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.

Large accelerated filer [  ]
 
Accelerated filer [  ]
Non-accelerated filer [  ] (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      [X] No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court [  ] Yes  [X] No

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of June 1, 2016, eMedia Group, Inc. had 80,000,000 shares of common stock issued and outstanding.

 
2
 

 

Explanatory Note

 
This Amendment No. 1 on Form 10-Q/A (this “Amendment”) of eMedia Group, Inc. for the three months ended March 31, 2016 is being submitted solely to file Exhibits 101 to the Form 10-Q in accordance with Rule 405 of Regulation S–T.

This Amendment speaks as of the filing date of the Form 10-Q (the "Filing Date"), does not reflect events that may have occurred subsequent to the Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q filed as of June 13, 2016.

 
3
 

 
Table of Contents

 
   
Page
 
PART I – FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements
   4
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
   5
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
   7
     
Item 4.
Controls and Procedures
   7
     
 
PART II – OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
   7
     
Item 1A.
Risk Factors
   7
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
   7
     
Item 3.
Defaults Upon Senior Securities
   8
     
Item 4.
Mine Safety Disclosures
   8
     
Item 5.
Other Information
   8
     
Item 6.
Exhibits
   8
     
 
SIGNATURES
   9




 
4
 

 
Item 6. Exhibits.
 
Exhibit No.                Description
3.1
 
Articles of Incorporation of the Registrant incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-1 filed with the SEC on November 16, 2015 file number 333-208049.**
     
3.2
 
Bylaws of Registrant incorporated by reference to Exhibit 3.2 to the Registrant’s registration statement on Form S-1 filed with the SEC on November 16, 2015, file number 333-208049.**
     
10.1
 
Share Exchange Agreement dated October 10, 2015, by and among the Registrant, Henrik Schaumann Jorgensen and Christian Hedegaard Pedersen (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-208049) filed with the SEC on November 16, 2015).**
     
31.1
 
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer*
     
31.2
 
Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer *
     
32.1
 
Section 1350 Certification of Chief Executive Officer*
     
32.2
 
Section 1350 Certification of Chief Financial Officer*
     
 EX-101.CAL    XBRL Calculation File*
     
 EX-101.DEF    XBRL Definition File*
     
 EX-101.INS    XBRL Instance File*
     
 EX-101.LAB    XBRL Label File*
     
 EX-101.PRE    XBRL Presentation File*
     
 EX-101.SCH    XBRL Schema File*
*     Filed herewith
**  Previoulsy Filed


 
 
5
 
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.

 

      eMedia Group, Inc.  
      (the "Registratnt")  
         
/s/Henrik Schaumann Jorgensen
   
/s/ Christian Hedegaard Pedersen
 
Name: Henrik Schaumann Jorgensen
   
Name: Christian Hedegaard Pedersen
 
Title: Chairman, President and Chief Executive Officer
   
Title: Chief Operating Officer (Principal Financial and Accounting Officer)
 
         
Date: August 18, 2016     Date: August 18, 2016  
 
 


 
6
 


Exhibit 31.1

CERTIFICATIONS

I, Henrik Schaumann Jorgensen, certify that:

1. I have reviewed this Amdnement no. 1 to the quarterly report of eMedia Group, 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 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 the 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 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 controls and procedures, or caused such disclosure controls and procedures 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter 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 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 the registrant’s board of directors (or persons performing equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls 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/ Henrik Schaumann Jorgensen
Henrik Schaumann Jorgensen
Chairman, President and Chief Executive Officer

Date:   August 18, 2016

 
 
 

Exhibit 31.2

CERTIFICATIONS

I,   Christian Hedegaard Pedersen, certify that:

1. I have reviewed this Amendment no. 1 to the quarterly report of eMedia Group, 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 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 the 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 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 controls and procedures, or caused such disclosure controls and procedures 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter 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 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 the registrant’s board of directors (or persons performing equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls 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/ Christian Hedegaard Pedersen
Christian Hedegaard Pedersen
Chief Operating Officer,
Principal Financial Officer and Director
Date:  August 18, 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 Amendment no. 1 to the Quarterly Report on Form 10-Q/A for the period ended March 31, 2016 of eMedia Group, Inc., a Nevada corporation (the "Company"), as filed with the Securities and Exchange Commission on the date hereof (the "Transition Report"), I, Henrik Schaumann Jorgensen, President 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 Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and

2. The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company.



/s/ Henrik Schaumann Jorgensen
Henrik Schaumann Jorgensen
Chairman, President and Chief Executive Officer

Date: August 18,   2016



 
 
 


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 Amendment no. 1 to the Quarterly Report on Form 10-Q/A for the period ended March 31, 2016 of eMedia Group, Inc., a Nevada corporation (the "Company"), as filed with the Securities and Exchange Commission on the date hereof (the "Transition Report"), I, Christian Hedegaard Pedersen, Chief Financial 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 Quarterly Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended; and

2. The information contained in this Quarterly Report fairly presents, in all material respects, the financial condition and results of operation of the Company.



/s/ Christian Hedegaard Pedersen
Christian Hedegaard Pedersen
Chief Operating Officer,
Principal Financial Officer and Director

Date: August 18,   2016