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 February 29, 2012
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.: 333-165301
Earn-A-Car, Inc.
(Exact name of registrant as specified in its charter)
Nevada 7514 27-1320213
(State or jurisdiction of (Primary Standard Industrial IRS Employer
incorporation or organization) Classification Code Number) Identification Number
Office 1 The Falls Centre
Corner Great North and Webb
Northmead, Benoni 1522
Republic of South Africa
(Address of principal executive offices)
+27 11 425 1666
(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 US$0.0000001
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 (ss.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 (s 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. [ ]
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 11, 2012: US$1,010,250.
The number of shares of the registrant's common stock outstanding as of June 11,
2012: 112,250,000.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to the Company's Annual Report on Form 10-K
for the fiscal year ended February 29, 2012, filed with the Securities and
Exchange Commission on June 13, 2012 (the "Form 10-K"), is solely to furnish
Exhibit 101 to the Form 10-K. Exhibit 101 provides the 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 continues to speak 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 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 like
numbered exhibit filed with the Registrant's registration
statement on Form S-1 filed March 11, 2010.
3.2 Articles of Amendment, incorporated by reference to Exhibit 3.1 of
Current Report on Form 8-K filed March 30, 202.
3.2 By -Laws, incorporated by reference to like numbered exhibit filed
with the Registrant's registration statement on Form S-1 filed
March 11, 2010.
10.1 Loan Agreement between Civiwize (proprietary) Limited (in the
process of changing its name to EARN-A-CAR ASSETS 1 (PROPRIETARY)
LIMITED) and ABSA BANK LIMITED, dated May 29, 2012, incorporated
by like number exhibit to the Registrant's Current Report on Form
8-K, dated May 29, 2012.
14.1 Code of Ethics, incorporated by reference to like numbered exhibit
filed with the Registrant's amendment No. 1 to the Current Report
on Form 8-K, dated December 7, 2011.
22.1 Subsidiaries; Subsidiaries; 100 % owned by Earn-a-Car Pty Ltd,
Civiwize (proprietary) Limited (in the process of changing its
name to EARN-A-CAR ASSETS 1 (PROPRIETARY) LIMITED), a South
African corporation and Earn-A-Car (PTY), LTD., a South African
corporation.
31.1* Certification of the Chief Executive Officer pursuant to Rule
13a-14(a), as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2* Certification of the 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 pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2* Certifications of the Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
101** Interactive Data Files pursuant to Rule 405 of Regulation S-T.
----------
* Previously filed
** Filed herewith
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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.
EARN-A-CAR, INC.
June 15, 2012 By: /s/ John Storey
----------------------------------------
John Storey
Chief Executive Officer
(Principal Executive Officer)
By: /s/ Bruce Dunnington
----------------------------------------
Bruce Dunnington
Chief Financial Officer (Principal
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/ Graeme Hardie Chairman of the Board and a Director June 15, 2012
-------------------------
/s/ John Storey CEO and a Director June 15, 2012
-------------------------
John Storey
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