UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
Form 10-K /A
Amendment No. 1
 (Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2013
   
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from            to            .
 
Commission file number 000-52846
 
RegalWorks Media, Inc.
(Exact name of registrant as specified in its charter)
     
Nevada
 
76-0766174
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
604 ARIZONA AVENUE
SANTA MONICA, CA
  90401
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:
323-373-3515
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Securities registered pursuant to Section 12(g) of the Act:

Title of each class
Common Stock, $0.001 par value
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x or No o
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o  or No x
 
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 or No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of 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. o
 
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  o
 
Accelerated filer  o
 
Non-accelerated filer  o
(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 Act). Yes o No x
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2013 was $2,510,387
 
The number of outstanding shares of the registrant’s common stock as of May 15, 2014 was 15,408,484.
 
INCORPORATION BY REFERENCE
 None

 
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EXPLANATORY NOTE
 
We are filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the year ended December 31, 2013 (the “Form 10-K”), which was originally filed with the Securities and Exchange Commission on May 19, 2014, for the sole purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report furnishes the following items from the Form 10-K formatted in eXtensible Business Reporting Language (XBRL): (i) the audited Consolidated Balance Sheet as of December 31, 2013, (ii) the audited Consolidated Statements of Operations for the years ended December 31, 2013 and 2012, (iii) the audited Consolidated Statement of Stockholders' Equity (Deficit) for the period from March 21, 2013 (inception) to December 31, 2013, (iv) the audited Consolidated Statement of Cash Flows for the period from March 21, 2013 (inception) to December 31, 2013, and (v) the audited Notes to Consolidated Financial Statements.
 
No other changes have been made to the Form 10-K. This Amendment does not reflect events that have occurred after the May 19, 2014 filing date of the Form 10-K, or modify or update the disclosures presented therein, except to reflect the amendment described above.

 
 
 
 
 

 
 
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SIGNATURES
 
 
Pursuant to the requirements of Section 13 or 15(d) 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.
 
         
   
RegalWorks Media, Inc.
     
Date: May 22 , 2014
 
By:
 
/s/  Marcia Allen
       
Marcia Allen
Chief Financial Officer
(Principal Financial Officer and Authorized Signatory)
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated:
 
         
 
SIGNATURE
 
 
 
TITLE
 
 
 
DATE
 
     
/s/  MARCIA ALLEN
 
Chief Financial Officer (Principal Financial Officer)
 
May 22 , 2014
Marcia J. Allen
       
     
/s/  DANE B. WEST
 
Chief Executive Officer (Principal Executive Officer)
 
May 22 , 2014
Dane B. West
       
     
/s/  MAUREEN SMITH
 
Director
 
May 22 , 2014
Maureen Smith
       
     
         
     
 

 
 
 
 
 
 

 
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INDEX TO EXHIBITS
 
EXHIBIT
NUMBER
 
 
 
DESCRIPTION OF DOCUMENT
 
 
3.1 
Articles of Incorporation filed on July 26, 1994 1
 
3.2 
Amendment to Certificate of Incorporation filed on April 22, 1997 1
 
3.3 
Amendment to Certificate of Incorporation filed on May 18, 2005 1
 
3.4 
Amendment to Certificate of Incorporation filed on November 15, 2006 1
 
3.5 
Certificate of Designation 1
 
3.6 
Bylaws 1
 
4.1 
Office Lease 1
 
4.2 
Admark Communications, Inc. Contract 1
 
4.3 
Marcum Media, LLC Contract 1
 
4.4 
Creative Intuitions Contract 1
 
4.4-a 
2013 Equity Incentive Plan 3
 
4.5 
InPulse Response Group Agreement 1
 
4.6 
Professional Marketing Associates Agreement 1
 
4.7 
Asset Purchase Agreement 1
 
10.1 
SA Laboratories Policy Requirements and Proposals 2
 
23.1 
Certificate of Independent Registered Public Accounting Firm
 
31.1 
Certification of Chief Executive Officer 5
 
31.2 
Certification of Chief Financial Officer 5
 
32.1 
Certification of Chief Executive Officer 5
 
32.2 
Certification of Chief Financial Officer 5
 
99.1-a 
Statements of Operations for the Three   Months Ended June 30, 2013 and for the Period March 21, 2013 (Date of Inception) Through June 30, 2013 4
 
99.1-b
Statements of Operations for the Three Months Ended June 30, 2013 and for the Period March 21, 2013 (Date of Inception) Through June 30, 2013 (Audited) 4
 
99.2
Pro Forma Combined Consolidated Balance Sheet as of June 30, 2013 (Unaudited) 4
 
99.2-b
Pro Forma Combined Consolidated Balance Sheet as of June 30, 2013 (Unaudited) 4
 
101.INS
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase
101.LAB
 
XBRL Taxonomy Extension Label Linkbase
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase
 
Exhibit Footnotes
1. Incorporated by reference from the Company's Registration Statement on Form 10 filed April 22, 2008.
2. Incorporated by reference from the Company's Registration Statement on Form 10/A filed June 6, 2008.
3. Incorporated by reference from the Company’s Registration Statement on Form S-8 filed September 23, 2013.
4. Incorporated by reference from the Company’s Registration Statement on Form 8-K/A filed September 30, 2013.
5. Incorporated by reference from the Company’s Annual Report on Form 10-K filed May 19, 2014.
 
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