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, 2012

 

 

 

[   ]

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: 333-183246


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HANOVER PORTFOLIO ACQUISITIONS, INC.

 (Exact name of registrant as specified in its charter)

 

Delaware

45-2552528

State or other jurisdiction of

incorporation or organization

(I.R.S. Employer Identification No.)

  

  

6320 Canoga Avenue, 15th Floor

Woodland Hills, CA

91367

(Address of principal executive offices)

(Zip Code)

 

 Registrant’s telephone number, including area code: (800) 489-4774

 

Securities registered under Section 12(b) of the Act: None

  

  

Securities registered under Section 12(g) of the 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 Act.    Yes [X]   No [   ]

 

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 [ ]   No [X]  


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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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 Part III of this Form 10-K or any amendment to this Form 10-K.   [   ]


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 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, June 30, 2012: N/A.


As of April 16, 2013, the registrant had 66,403,824 shares of its common stock, par value $0.001 per share, outstanding.


Documents Incorporated by Reference:  None.



EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on April 16, 2013, is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report 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-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, 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-K.

 

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.




Item 15. Exhibits, Financial Statement Schedules.

(3) Exhibits


EXHIBIT
NUMBER

 

DESCRIPTION

2.1

 

Share Exchange Agreement (1)

3.1

 

Articles of Incorporation (2)

3.2

 

By-Laws (2)

3.3

 

Agreement and Plan of Merger (2)

3.4

 

Certificate of Designation (3)

31.1

 

Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

 

Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

  

XBRL Instance Document

101.SCH*

  

XBRL Taxonomy Schema

101.CAL*

  

XBRL Taxonomy Calculation Linkbase

101.DEF*

  

XBRL Taxonomy Definition Linkbase

101.LAB*

  

XBRL Taxonomy Label Linkbase

101.PRE*

  

XBRL Taxonomy Presentation Linkbase


 

(1)

Incorporated by reference to the current report on Form 8-K filed with the Securities and Exchange Commission on March 21, 2012.

 

(2)

Incorporated by reference to the registration statement filed with the Securities and Exchange Commission on September 22, 2011.

 

(3)

Incorporated by reference to the annual report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2013.


In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.

  

*

 XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of this annual report or 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.

 

 

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 on this 3rd day of May, 2013.

 

 

HANOVER PORTFOLIO ACQUISITIONS, INC.

 

 

 

By:

/s/Alan Collier

 

 

Alan Collier

 

 

Chief Executive Officer

(Duly Authorized, Principal Executive Officer)

 

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 and in the capacities and on the dates indicated.

 

Signature

  

Title

  

Date

/s/Alan Collier

  

Chief Executive Officer , Interim Chief Financial Officer, Secretary and Director

  

May 3, 2013

Alan Collier

  

(Principal Executive, Financial and Accounting Officer)