UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 10-K/A

Amendment #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 March 31, 2013


or


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

EXCHANGE ACT OF 1934


For the transition period from ______ to _______



Commission File No.: 000-54387


Massive Dynamics, Inc.

(Exact name of registrant as specified in its charter)


Nevada

4812

45-0836120

(State or jurisdiction of incorporation

or organization)

Primary Standard Industrial

Classification Code Number

IRS Employer

Identification Number


 

1057 East Henrietta Rd

Rochester, New York 14623

(Address of principal executive offices)



800-962-5650

(Issuer’s telephone number)


N/A

(Former name, former address and former fiscal year, if changed since last report)



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


Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $ 0.001




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 15(d) of the Act. Yes [ ] 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 ] No[ ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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) 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. [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 filer. 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 [ ] Smaller reporting company [X]


Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]


The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 28, 2013: $4,913,125


The number of shares of the registrant’s common stock outstanding as of August 15, 2013: 42,475,000.


EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-K for the year ended March 31, 2013, filed with the Securities and Exchange Commission on August 15, 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-K 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.



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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


Exhibit No.

Description


3.1  

Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our Form 10 filed on May 2, 2011)


3.2  

By–Laws (incorporated by reference to Exhibit 3.2 filed to our Form 10 filed on May 2, 2011


10.1  

Services Agreement between the Company and Horizon Towers, LLC, dated July 11, 2011 (incorporated by reference to Exhibit 10.1 to the Form 10 filed on May 2, 2011.


10.2

Independent Contractor Agreement dated as of November 8, 2011 with Charles White (incorporated by reference to Exhibit 10.2 filed to the Form S-1/A filed on November 21, 2011.


10.3   

Asset Purchase Agreement dated April 16, 2013 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed May 8, 2013


10.4

Master Credit Agreement with Infinite Funding, Inc. (incorporated by reference to Exhibit 10.4 to the Form 10-K filed August 15, 2013)


31.1  

Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


32.1

Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





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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.



 

 

MASSIVE DYNAMICS, INC.

 

 

 

August 19, 2013

By:

/s/ Jonathan Jay Howard

 

 

Jonathan Jay Howard

 

 

Chief Executive Officer (Principal Executive, Financial and Accounting 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/ Jonathan Jay Howard

Jonathan Jay Howard




Sole Director

August 19, 2013




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