UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2012
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from ______ to _______
Commission File Number 000-54524
APPIPHANY TECHNOLOGIES HOLDINGS CORP.
(Name of small business issuer in its charter)
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Nevada
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30-0678378
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(State of incorporation)
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(I.R.S. Employer Identification No.)
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P.O. Box 21101 Orchard Park
Kelowna, B.C.
Canada V1Y 9N8
(Address of principal executive offices)
(205) 864-5377
(Registrants telephone number)
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
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No
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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).
(Not required) Yes
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No
X
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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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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X
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
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No
X
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As of September 19, 2012, there were 8,437,038
shares of the registrants $0.001 par value common stock issued and outstanding.
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EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Quarterly Report of Appiphany Technologies Holdings Corp. (the Company) on Form 10-Q for the quarterly period ended July 31, 2012, filed with the Securities and Exchange Commission on September 19, 2012 (the Form 10-Q), is to furnish Exhibit 101 to the Form 10-Q 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).
Other than the aforementioned, no other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, 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-Q.
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 6.
EXHIBITS
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Exhibit
Number
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Description of Exhibit
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Filing
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3.01
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Articles of Incorporation
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Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.
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3.02
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Bylaws
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Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.
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10.01
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Share Exchange Agreement between the Company and Appiphany Technologies Corp. dated May 1, 2010
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Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.
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10.02
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Contract license Agreement between Appiphany Technologies Corp. and Apple, Inc. dated September 25, 2009
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Filed with the SEC on June 11, 2010 as part of our Registration Statement on Form S-1.
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10.03
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Promissory Note between the Company and Scott Osborne dated July 22, 2010
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Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
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10.04
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Promissory Note between the Company and Fraser Tolmie dated October 28, 2010
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Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
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10.05
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Promissory Note between the Company and Darren Wright dated October 28, 2010
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Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
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10.06
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Promissory Note between the Company and Joshua Kostyniuk dated October 28, 2010
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Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
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10.07
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Consulting Agreement between the Company and Voltaire Gomez dated September 23, 2010
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Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
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10.08
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Consulting Agreement between the Company and Garth Roy dated January 16, 2012
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Filed with the SEC on January 18, 2012 as part of our Current Report on Form 8-K.
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16.01
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Letter from M&K CPAS, PLLC dated September 19, 2011
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Filed with the SEC on September 19, 2011 as part of our Current Report on Form 8-K.
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21.01
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List of Subsidiaries
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Filed with the SEC on November 4, 2010 as part of our Amended Registration Statement on Form S-1/A.
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31.01
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Certification of Principal Executive Officer Pursuant to Rule 13a-14
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Filed herewith.
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31.02
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Certification of Principal Financial Officer Pursuant to Rule 13a-14
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Filed herewith.
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32.01
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CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act
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Filed herewith.
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101.INS*
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XBRL Instance Document
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Filed herewith.
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101.SCH*
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XBRL Taxonomy Extension Schema Document
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Filed herewith.
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101.CAL*
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XBRL Taxonomy Extension Calculation Linkbase Document
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Filed herewith.
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101.LAB*
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XBRL Taxonomy Extension Labels Linkbase Document
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Filed herewith.
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101.PRE*
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XBRL Taxonomy Extension Presentation Linkbase Document
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Filed herewith.
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101.DEF*
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XBRL Taxonomy Extension Definition Linkbase Document
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Filed herewith.
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*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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APPIPHANY TECHNOLOGIES HOLDINGS CORP.
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Dated: October 15, 2012
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/s/ Jesse Keller
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By: Jesse Keller
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Its: President & CEO
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In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.
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Dated: October 15,
2012
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/s/ Jesse Keller
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By: Jesse Keller
Its: Director
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