[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
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to section 12(g) of the Act:
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None
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Common Stock
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Large Accelerated Filer
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[ ]
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Accelerated Filer
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[ ]
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Non-accelerated Filer
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[ ]
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Smaller Reporting Company
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[X]
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(Do not check if a smaller reporting company)
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Page
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Business.
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3
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Risk Factors.
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5
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Unresolved Staff Comments.
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5
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Properties.
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5
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Legal Proceedings.
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5
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Mine Safety Disclosures.
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5
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Market Price for the Registrant’s Common Equity, Related Stockholders Matters and Issuer
Purchases of Equity Securities.
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5
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Selected Financial Data.
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7
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Management’s Discussion and Analysis of Financial Condition and Results of Operation.
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7
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Quantitative and Qualitative Disclosures About Market Risk.
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10
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Financial Statements and Supplementary Data.
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10
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
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21
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Evaluation of Disclosure Controls and Procedures.
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21
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Other Information.
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22
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Directors and Executive Officers, Promoters and Corporate Governance.
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22
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Executive Compensation.
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26
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
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27
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Certain Relationships and Related Transactions, and Director Independence.
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28
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Principal Accounting Fees and Services.
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29
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Exhibits and Financial Statement Schedules.
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30
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32
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33
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·
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efficient design and programming writing;
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·
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extensive Beta testing through friends and family network, or eventually through current users;
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·
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timely and useful downloadable updates;
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·
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marketable launch through third party retailer or through the Company’s website.
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·
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Formation of the company;
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·
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Development of Company logo;
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·
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Development of our business plan;
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·
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Preparation for Application for a Trademark;
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·
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Launching of our preliminary website; and
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·
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Begin the design and development of our initial mobile application.
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MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
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Fiscal Year – 2013
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High Bid
|
Low Bid
|
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First Quarter: 1/1/13 to 3/6/13
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$0.0045
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$0.0042
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|||
Fiscal Year – 2012
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High Bid
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Low Bid
|
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Fourth Quarter: 10/1/12 to 12/31/12
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$0.00
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$0.00
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Third Quarter: 7/1/12 to 9/30/12
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$0.00
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$0.00
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Second Quarter: 4/1/12 to 6/30/12
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$0.00
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$0.00
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First Quarter: 1/1/12 to 3/31/12
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$0.00
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$0.00
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|
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|||
Fiscal Year – 2011
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High Bid
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Low Bid
|
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Fourth Quarter: 10/1/11 to 12/31/11
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$0.00
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$0.00
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Third Quarter: 7/1/11 to 9/30/11
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$0.00
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$0.00
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Second Quarter: 4/1/11 to 6/30/11
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$0.00
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$0.00
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First Quarter: 1/1/11 to 3/31/11
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$0.00
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$0.00
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December 31, 2012
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Current Assets
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$ 103,266
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Current Liabilities
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$ 415,626
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Working Capital (Deficit)
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$ (312,360)
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December 31, 2012
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Cash Flows from Operating Activities
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$(46,759)
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Cash Flows from Financing Activities
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$150,000
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Net Increase in Cash During Period
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$103,241
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Description
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Level 1
$
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Level 2
$
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Level 3
$
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Total Gains
and (Losses)
$
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|||
Derivative liabilities (Note 5)
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-
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-
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395,285
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(245,285)
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|||
Total
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-
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-
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395,285
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(245,285)
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F-1
|
||
F-2
|
||
F-3
|
||
F-4
|
||
F-5
|
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F-6
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Period from
November 7, 2012
(date of inception)
to December 31,
2012
$
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Revenue
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–
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Operating expenses
|
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Consulting fees
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25,000
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General and administrative
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6,816
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Payroll
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19,482
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Professional fees
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14,750
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Total operating expenses
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66,048
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Loss from operations
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(66,048)
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Other (expense)
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Loss on change in fair value of derivative liabilities
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(245,285)
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Interest expense
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(6,171)
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Total other (expense)
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(251,456)
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Net loss
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(317,504)
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Net loss per share, basic and diluted
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(0.00)
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Weighted average shares outstanding
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80,583,333
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Period from
November 7, 2012
(date of inception)
to December 31,
2012
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$
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Operating Activities
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Net loss for the period
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(317,504)
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Adjustments to reconcile net loss to net cash used in operating
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|
activities:
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Amortization of discount on convertible debenture
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5,144
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Loss on change in fair value of derivative liabilities
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245,285
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Changes in operating assets and liabilities:
|
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Prepaid expenses and deposits
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(25)
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Accounts payable and accrued liabilities
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20,341
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Net cash used in operating activities
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(46,759)
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Financing Activities
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Proceeds from issuance of convertible debentures
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150,000
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Net cash provided by financing activities
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150,000
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Increase in cash
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103,241
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|
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Cash, beginning of period
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–
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Cash, end of period
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103,241
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Non-cash transactions
|
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Discount on Convertible Note due to Derivative Liability
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150,000
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Effect of reverse merger
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125,500
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Supplemental Disclosures
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Interest paid
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–
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Income tax paid
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–
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Additional
|
|||||
Common Stock
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Paid-in
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Accumulated
|
|||
Shares
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Par Value
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Capital
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Deficit
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Total
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#
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$
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$
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$
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$
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Balance – November 7, 2012 (Date of
Inception)
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–
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–
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–
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–
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–
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Issuance of founders’ shares
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10,000,000
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10,000
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(10,000)
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–
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–
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Effect of reverse merger
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115,500,000
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115,500
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(115,500)
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–
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–
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Net loss for the period
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–
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–
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–
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(317,504)
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(317,504)
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–
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–
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||||
Balance – December 31, 2012
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125,500,000
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125,500
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(125,500)
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(317,504)
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(317,504)
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Description
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Level 1
$
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Level 2
$
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Level 3
$
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Total Gains
and (Losses)
$
|
|||
Derivative liabilities (Note 5)
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-
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-
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395,285
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(245,285)
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|||
Total
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-
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-
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395,285
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(245,285)
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December 31,
2012
$
|
|
|
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Convertible promissory note, due December 5, 2014
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395,285
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Expected
Volatility
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Risk-free
Interest Rate
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Expected
Dividend Yield
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Expected Life
(in years)
|
|
|
||||
At December 6, 2012 (issuance date)
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318%
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0.25%
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0%
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2.00
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At December 31, 2012
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312%
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0.25%
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0%
|
1.93
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a)
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On November 7, 2012, the Company issued 1,000,000 founders share with a fair value of $1,000 to management and directors of the Company. The amounts have been recorded as contributed capital. Upon the reverse merger as described in Note 7b), these amounts have been recorded to additional paid-in capital.
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b)
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On November 28, 2012, the Company acquired 100% of the members shares of Mobile Dynamic Marketing, Inc. in exchange for the issuance of 10,000,000 common shares. As part of the acquisition, the Company cancelled 150,000,000 issued and outstanding common shares held by the former President and Director of the Company and 1,000,000 founders’ shares held by the management and directors of Mobile Dynamic.
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December 31,
2012
$
|
|
|
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Net loss before taxes
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(317,504)
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Statutory rate
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34%
|
|
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Computed expected tax recovery
|
107,951
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Permanent differences and other
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(85,145)
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Valuation allowance
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(22,806)
|
|
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Income tax provision
|
–
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$
|
|
|
|
2030
|
67,075
|
|
|
67,075
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-
|
Insufficient number of qualified accounting personnel governing the financial close and reporting process
|
-
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Lack of proper segregation of duties
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Name and Address
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Age
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Position(s)
|
|
||
Brian McFadden
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27
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President, Principal Executive Officer and a Director
|
|
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Michelle Pannoni
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45
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Secretary, Treasurer, Principal Financial Officer, Principal Accounting Officer and a Director
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1.
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A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
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|
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2.
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Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
|
|
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3.
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The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;
|
|
|
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i)
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Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
|
|
ii)
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Engaging in any type of business practice; or
|
|
iii)
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Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
|
|
|
||
4.
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The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;
|
|
|
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5.
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Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
|
|
|
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6.
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Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
|
|
|
||
7.
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Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
|
|
|
||
i)
|
Any Federal or State securities or commodities law or regulation; or
|
ii)
|
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or
|
|
iii)
|
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
|
|
||
8.
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Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Change in
|
|||||||||
Pension Value &
|
|||||||||
Non-Equity
|
Nonqualified
|
||||||||
Incentive
|
Deferred
|
All
|
|||||||
Stock
|
Option
|
Plan
|
Compensation
|
Other
|
|||||
Name and Principal
|
Salary
|
Bonus
|
Awards
|
Awards
|
Compensation
|
Earnings
|
Compensation
|
Totals
|
|
Position [1]
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|
|||||||||
Brian McFadden
|
2012
|
10,000
|
0
|
0
|
0
|
0
|
0
|
0
|
10,000
|
President
|
2011
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|||||||||
Michelle Pannoni
|
2012
|
10,000
|
0
|
0
|
0
|
0
|
0
|
0
|
10,000
|
Secretary & Treasurer
|
2011
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|||||||||
Hubert Elrington
|
2012
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Former President & Secretary
|
2011
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|||||||||
Peter Kremer
|
2012
|
17,000
|
0
|
0
|
0
|
0
|
0
|
0
|
17,000
|
Former President & Secretary
|
2011
|
12,000
|
25,000
|
0
|
0
|
0
|
0
|
0
|
37,000
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
Change in Pension
|
|||||||
Fees
|
Value and
|
||||||
Earned or
|
Non-Equity
|
Nonqualified Deferred
|
|||||
Paid in
|
Stock
|
Option
|
Incentive Plan
|
Compensation
|
All Other
|
||
Cash
|
Awards
|
Awards
|
Compensation
|
Earnings
|
Compensation
|
Total
|
|
Name
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|
|||||||
Brian McFadden
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|||||||
Michelle Pannoni
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|||||||
Hubert Elrington
(resigned)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
|||||||
Peter Kremer
(resigned)
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
|
Name and Address of Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
|
Percentage of
Beneficial Ownership
|
Directors and Officers:
|
||
Brian McFadden
(1)
|
42,500,000
|
36.80%
|
801 West Bay Drive, Suite 470
|
||
Largo, Florida 33770
|
||
|
||
Michelle Pannoni
(2)
|
42,500,000
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36.80%
|
801 West Bay Drive, Suite 470
|
||
Largo, Florida 33770
|
||
|
||
All executive officers and directors as a group (2 people)
|
85,000,000
|
73.60%
|
(1)
|
Brian McFadden acquired 5,000,000 shares of common stock directly from us and 37,500,000 shares of common stock on November 27, 2012 in a private transaction from Hubert Elrington, a former officer and director.
|
(2)
|
Michelle Pannoni acquired 5,000,000 shares of common stock directly from us and 37,500,000 shares of common stock on November 27, 2012 in a private transaction from Hubert Elrington, a former officer and director.
|
(3)
|
Hubert Elrington irrevocably canceled and returned to authorized but unissued status a total of 150,000,000 shares of common stock on November 28, 2012, thereby reducing the total number of issued and outstanding common shares to the present number of 115,500,000 shares.
|
2012
|
$
|
10,000
|
M&K CPAS, PLLC
|
2011
|
$
|
10,000
|
M&K CPAS, PLLC
|
2012
|
$
|
0
|
M&K CPAS, PLLC
|
2011
|
$
|
0
|
M&K CPAS, PLLC
|
2012
|
$
|
0
|
M&K CPAS, PLLC
|
2011
|
$
|
0
|
M&K CPAS, PLLC
|
2012
|
$
|
0
|
M&K CPAS, PLLC
|
2011
|
$
|
0
|
M&K CPAS, PLLC
|
Exhibit
|
Incorporated by reference
|
Filed
|
|||
Number
|
Document Description
|
Form
|
Date
|
Number
|
Herewith
|
|
|||||
2.1
|
Exchange Agreement between Pub Crawl Holdings,
Inc. and Mobile Dynamic Marketing, Inc.
|
8-K
|
1/31/13
|
2.1
|
|
|
|||||
3.1
|
Articles of Incorporation - Pub Crawl
|
S-1
|
10/07/10
|
3.1
|
|
|
|||||
3.2
|
Bylaws - Pub Crawl Holdings, Inc.
|
S-1
|
10/07/10
|
3.2
|
|
|
|||||
3.3
|
Articles of Incorporation - Mobile Dynamic Marketing, Inc.
|
X
|
|||
|
|||||
3.4
|
Bylaws - Mobile Dynamic Marketing, Inc.
|
||||
|
|||||
10.1
|
Assignment Agreement between the Company, Peter
Kremer, and PBPubCrawl.com, LLC dated June 14, 2010
|
S-1
|
10/07/10
|
10.1
|
|
|
|||||
10.2
|
Form of Management Agreement between the
Company and Peter Kremer dated June 22, 2010
|
S-1
|
10/07/10
|
10.2
|
|
|
|||||
10.3
|
Promissory Note between the Company and Sun
Valley Investments dated August 5, 2010
|
S-1
|
10/07/10
|
10.3
|
|
|
|||||
10.4
|
Consulting Agreement between the Company and
Voltaire Gomez dated September 23, 2010
|
S-1
|
10/07/10
|
10.4
|
|
|
|||||
10.5
|
Settlement Agreement between the Company and Sun
Valley Investments dated May 25, 2012
|
8-K
|
08/11/12
|
10.1
|
|
|
|||||
10.6
|
Promissory Note between the Company and Deville
Enterprises, Inc. dated June 1, 2012
|
8-K
|
08/11/12
|
10.2
|
|
|
|||||
14.1
|
Code of Ethics
|
S-1
|
10/07/10
|
14.1
|
|
|
|||||
21.1
|
List of Subsidiaries
|
S-1
|
10/07/10
|
21.1
|
|
|
|||||
31.1
|
Certification of Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|||||
31.2
|
Certification of Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|||||
32.1
|
Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|||||
32.2
|
Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
|||||
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
|||||
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
|||||
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
|||||
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
|||||
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
PUB CRAWL HOLDINGS INC.
|
||
BY:
|
BRIAN MCFADDEN
|
|
Brian McFadden
|
||
Principal Executive Officer and Director
|
||
BY:
|
MICHELLE PANNONI
|
|
Michelle Pannoni
|
||
Principal Financial Officer, Principal Accounting
Officer and Treasurer
|
Signature
|
Title
|
Date
|
BRIAN MCFADDEN
|
President, Principal Executive Officer, and a
|
April 16, 2013
|
Brian McFadden
|
member of the Board of Directors.
|
|
MICHELLE PANNONI
|
Secretary, Treasurer, Principal Financial Officer,
|
April 16, 2013
|
Michelle Pannoni
|
Principal Accounting Officer and a member of the Board of Directors
|
Exhibit
|
Incorporated by reference
|
Filed
|
|||
Number
|
Document Description
|
Form
|
Date
|
Number
|
Herewith
|
|
|||||
2.1
|
Exchange Agreement between Pub Crawl Holdings,
Inc. and Mobile Dynamic Marketing, Inc.
|
8-K
|
1/31/13
|
2.1
|
|
|
|||||
3.1
|
Articles of Incorporation - Pub Crawl
|
S-1
|
10/07/10
|
3.1
|
|
|
|||||
3.2
|
Bylaws - Pub Crawl Holdings, Inc.
|
S-1
|
10/07/10
|
3.2
|
|
|
|||||
3.3
|
Articles of Incorporation - Mobile Dynamic Marketing, Inc.
|
X
|
|||
|
|||||
3.4
|
Bylaws - Mobile Dynamic Marketing, Inc.
|
||||
|
|||||
10.1
|
Assignment Agreement between the Company, Peter
Kremer, and PBPubCrawl.com, LLC dated June 14, 2010
|
S-1
|
10/07/10
|
10.1
|
|
|
|||||
10.2
|
Form of Management Agreement between the
Company and Peter Kremer dated June 22, 2010
|
S-1
|
10/07/10
|
10.2
|
|
|
|||||
10.3
|
Promissory Note between the Company and Sun
Valley Investments dated August 5, 2010
|
S-1
|
10/07/10
|
10.3
|
|
|
|||||
10.4
|
Consulting Agreement between the Company and
Voltaire Gomez dated September 23, 2010
|
S-1
|
10/07/10
|
10.4
|
|
|
|||||
10.5
|
Settlement Agreement between the Company and Sun
Valley Investments dated May 25, 2012
|
8-K
|
08/11/12
|
10.1
|
|
|
|||||
10.6
|
Promissory Note between the Company and Deville
Enterprises, Inc. dated June 1, 2012
|
8-K
|
08/11/12
|
10.2
|
|
|
|||||
14.1
|
Code of Ethics
|
S-1
|
10/07/10
|
14.1
|
|
|
|||||
21.1
|
List of Subsidiaries
|
S-1
|
10/07/10
|
21.1
|
|
|
|||||
31.1
|
Certification of Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|||||
31.2
|
Certification of Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|||||
32.1
|
Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
|||
|
|||||
32.2
|
Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
|
X
|
101.INS
|
XBRL Instance Document.
|
X
|
|||
|
|||||
101.SCH
|
XBRL Taxonomy Extension – Schema.
|
X
|
|||
|
|||||
101.CAL
|
XBRL Taxonomy Extension – Calculations.
|
X
|
|||
|
|||||
101.DEF
|
XBRL Taxonomy Extension – Definitions.
|
X
|
|||
|
|||||
101.LAB
|
XBRL Taxonomy Extension – Labels.
|
X
|
|||
|
|||||
101.PRE
|
XBRL Taxonomy Extension – Presentation.
|
X
|
1.
|
I have reviewed this
Form 10-K/A-1 for the year ending December 31, 2012 of Pub Crawl Holdings, 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 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 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 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.
|
Date:
|
April 16, 2013
|
BRIAN MCFADDEN
|
Brian McFadden
|
||
Principal Executive Officer
|
1.
|
I have reviewed this
Form 10-K/A-1 for the year ending December 31, 2012 of Pub Crawl Holdings, 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 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 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 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.
|
Date:
|
April 16, 2013
|
MICHELLE PANNONI
|
Michelle Pannoni
|
||
Principal Financial Officer
|
(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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
BRIAN MCFADDEN
|
|
Brian McFadden
|
|
Chief Executive Officer
|
(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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
MICHELLE PANNONI
|
|
Michelle Pannoni
|
|
Chief Financial Officer
|