Amended Annual Report (10-k/a)
December 19 2016 - 5:24PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
(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, 2015
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 number: 333-123941
HPIL HOLDING
(Exact name of registrant as specified in its charter)
Nevada
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30-0868937
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification No.)
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3738 Coach Cove, Sanford, MI 48657
(Address of Principal Executive Offices)(Zip Code)
(248) 750-1015
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the
Act:
None
(Title of Class)
Securities registered pursuant to Section 12(g) of the
Act:
None
(Title of Class)
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
¨
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 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 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. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large accelerated
filer
¨
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Accelerated filer
¨
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Non-accelerated
filer
¨
(Do
not check if smaller reporting company)
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Smaller reporting company
x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act.)
Yes
¨
No
x
The
aggregate market value of the registrant's voting and non-voting common stock
held by non-affiliates of the registrant as of June 30, 2015, the last day of
the registrant’s most recently completed second fiscal quarter during the
fiscal year represented by this Annual Report, was $40,897,950. This value was
computed by reference to the price at which the registrant’s common stock was
last sold as of June 30, 2015, and excludes the market value of the registrant’s
voting and non-voting common stock beneficially owned by the directors and
executive officers of the registrant and known holders of 10% or more of the
common stock of the registrant. These determinations and the underlying assumptions
should not be deemed to constitute an admission that all directors and executive
officers of the registrant and known holders of 10% or more of the common stock
of the registrant are, in fact, affiliates of the registrant, or that there are
no other persons who may be deemed to be affiliates of our company. Further
information concerning shareholdings of our directors and executive officers
and beneficial owners of more than 5% of the registrant’s outstanding common
stock is included in Part III, Item 12 of this Annual Report on Form 10-K.
As
of
August 30, 2016
, the registrant had 47,308,000
shares of Common Stock, $0.0001 par value, issued and outstanding.
NO DOCUMENTS INCORPORATED BY REFERENCE
Explanatory Note
HPIL
Holding (the “Company”) is filing this Amendment No. 2 on Form 10-K/A (the “Second
Amendment”) to its Annual Report on Form 10-K for the year ended December 31,
2015, filed with the Securities and Exchange Commission (the “Commission”) on August
30, 2016 (the “Original Filing”), as previously amended by Amendment No. 1 on
Form 10-K/A as filed with the Commission on October 5, 2016 (the “First
Amendment”), for the purpose of revising the cover page and Part II, Item 5,
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.
The
Original Filing and First Amendment indicated that the Company is a voluntary
filer and has never been required to file reports under Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This
was based on the Company’s lack of confirmation that a registration statement
filed by the Company under prior management had become effective. Current
management was unable to confirm with the Company’s prior management that it
had received an effective statement from the Commission with respect to the
registration statement. Additionally, no electronic notice of effectiveness
was ever made available on the Commission’s EDGAR system, so confirmation was
not readily ascertainable by review of the Company’s filings on EDGAR. Since
the Original Filing and First Amendment, the Company has discussed the status
of the subject registration statement with the Commission. In those
discussions, the Commission telephonically confirmed that the subject
registration statement was declared effective. Therefore, the Company wishes
to clarify that it is required to file reports under Section 13(a) or 15(d) of
the Exchange Act and is not operating as a voluntary filer and withdraws any
statement to the contrary.
Based
on our misunderstanding, the Company filed several periodic reports with OTC
Markets, Inc. (“OTC”) in compliance with the OTC Pink Current Information Tier
Basic Disclosure Guidelines, instead of filing those periodic reports with the
Commission. Since that time, we have filed with the Commission all required
reports and, as of the date of this Amendment, are current with our reporting
obligations under Section 13(a) or 15(d) of the Exchange Act.
Except
as stated in this Explanatory Note, no other information contained in any Item
of the Original Filing or First Amendment is being amended, updated or
otherwise revised. This Amendment speaks as of the filing date of the
Original Filing and, except for the filing of the First Amendment, does not
reflect any events that may have occurred subsequent to such date.
PART II
ITEM 5.
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MARKET FOR REGISTRANT’S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
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Market Information
Before we effectuated the
merger on October 7, 2009 (as described herein in the Business Background
Section), we traded on the OTC Bulletin Board under the name TNT Designs, Inc.
and trade symbol “TNTD”. After the merger and change in name and business the
Company traded on the OTC Bulletin Board under the trade symbol “TRHG”. On
February 23, 2010, TRHG was delisted from the OTC Bulletin Board due to
non-timely filings of periodic reports and was subsequently quoted on the Pink
Sheets. From the time of the Company name change on May 22, 2012 (as described
herein in the Business Background Section), until April 14, 2016, o
ur Common Stock traded on the OTCQB Market under the
symbol “HPIL.” On April 14, 2016,
to focus more on
the development of our business,
we decided to temporarily cease filing
of periodic reports with the
Securities and Exchange
Commission and transitioned to filing periodic reports through the OTC Disclosure & News Service pursuant to the Pink Basic
Disclosure Guidelines. Therefore, even though we began filing periodic reports
with the Securities and Exchange Commission again, since April 14, 2016, we
have traded on the OTC Pink Market under the symbol “HPIL.” Because we have been operating under our new trade symbol
for a relatively short duration of time and have only commenced limited
operations of our new business and have generated limited revenue from the new
business, there has been limited market activity up to this point in time.
The following table sets forth, for the periods
indicated, the high and low bid information for our Common Stock as determined
from sporadic quotations on the OTC Markets. The following quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may
not represent actual transactions.
Year Ended December 31, 2015
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High
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Low
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First Quarter
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$
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9.92
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$
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9.11
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Second Quarter
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$
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9.85
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$
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9.25
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Third Quarter
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$
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9.25
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$
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1.00
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Fourth Quarter
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$
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2.90
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$
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1.00
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Security Holders
As of
August 30,
2016
, there were 47,308,000 common shares outstanding which were held by
approximately
422
stockholders of record.
Dividends
We have never declared or paid
any cash dividends on our common stock and we do not anticipate paying any cash
dividends in the foreseeable future. We currently intend to retain all of our
future earnings to finance the growth and development of our business.
Transfer Agent
Bay City Transfer Agency and
Registrar, Inc. is currently serving as our transfer agent.
Common Stock
We are authorized to issue
400,000,000 shares of common stock with a par value of $0.0001, of which
47,308,000
shares are issued
and outstanding as of August 30, 2016. Each holder of our shares of our common
stock is entitled to one (1) vote per share on all matters to be voted upon by
the stockholders, including the election of directors. The holders of shares
of common stock have no preemptive, conversion, subscription or cumulative
voting rights. There is no provision in our Articles of Incorporation or
By-laws that would delay, defer or prevent a change in control of our Company.
Preferred
Stock
As of December 31, 2015, we were authorized to issue 100,000,000
shares of preferred stock. 25,000,000 shares of our preferred stock were
designated as Series 1, Class P-1 stock with a par value of $8.75 per share,
and the other 75,000,000 shares of preferred stock were designated as Series 1,
Class P-2 stock with a par value of $7.00 per share.
On April 19, 2016, we filed an
amendment with the Secretary of State of Nevada to amend our Articles of
Incorporation, Article IV - Capital Stock, to cancel the Preferred Stock
effective as of April 18, 2016. There were no shares of preferred stock (as
defined herein) issued and outstanding as of
December 31, 2015, nor as of the date of cancellation of the class,
April 18, 2016
.
Recent Sales of
Unregistered Securities
The Company did not sale or
issue any of its unregistered securities during the three months ended December 31, 2015. However, during this same period, the
Company acquired shares of its common stock in two separate transactions.
The Company divested its
remaining quotas (16 total) in HREM to Haesler in exchange for 175,000 shares
of the Company common stock pursuant to a Second Amendment Agreement dated
November 15, 2015 (see section (c) of Item 1, above, for a more detailed description
of this transaction). Additionally, the Company sold the IFLOR Asset to GIOTOS
Limited in exchange for 10,040,000 shares of the Company common stock pursuant
to an Asset Purchase and Sale Agreement dated December 9, 2015 (see section (c)
of Item 1, above, for a more detailed description of this transaction).
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.
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HPIL Holding
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Dated:
December 19, 2016
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By:
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/s/
Louis Bertoli
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Louis Bertoli
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Director, CEO, President,
and Chairman of the Board of Directors
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