Amended Quarterly Report (10-q/a)
August 31 2017 - 5:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-Q/A
(Amendment
No. 1)
(Mark
One)
[X]
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For
the quarterly period ended June 30, 2017
[ ]
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For
the transition period from _______________ to _______________.
Commission
file number: 000-55053
Blow
& Drive Interlock Corporation
(Exact
name of registrant as specified in its charter)
Delaware
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46-3590850
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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5503
Cahuenga Blvd, #203
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Los
Angeles, CA
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91601
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(Address
of principal executive offices)
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(Zip
Code
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(818)
299-0653
Registrant’s
telephone number, including area code
(Former
address, if changed since last report)
(Former
fiscal year, if changed since last report)
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 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). Yes [X] No
[ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth 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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Smaller
reporting company [X]
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(Do
not check if a smaller reporting company)
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Emerging
growth company [ ]
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]
No [X].
Applicable
only to issuers involved in bankruptcy proceedings during the preceding five years:
Indicate
by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No
[ ]
Applicable
only to corporate issuers:
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As
of August 17, 2017, there were 22,770,628shares of common stock, $0.0001 par value, issued and outstanding
.
EXPLANATORY
NOTE
We
are filing this Amendment No. 1 on Form 10-Q/A (the “
Amendment
”) to our Quarterly Report on Form 10-Q
for the period ended June 30, 2017 (the “
Form 10-Q
”), filed with the United States Securities and Exchange
Commission on August 21, 2017 (the “
Original Filing Date
”), solely to correct an inaccuracy on the cover
page of the Form 10-Q. On our original Form 10-Q, we mistakenly checked the “No” box on the cover page of the filing
where it indicates whether a company has submitted electronically and posted on its corporate website every Interactive Data File
(its XBRL files) required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months. Since
we have submitted electronically and posted on our corporate website all of our Interactive Data Files for the past 12 months
the answer to this questions should have been “Yes.” With this Amendment we are changing the answer to this question
from “No” to “Yes”.
No
other changes have been made to the Form 10-Q. This Amendment speaks as of the Original Filing Date and does not reflect events
that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way the disclosures made in
the Form 10-Q.
ITEM
6 Exhibits
Item
No.
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Description
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3.1
(1)
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Certificate
of Incorporation of Jam Run Acquisition Corporation dated June 28, 2013
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3.2
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Articles
of Amendment to Articles of Incorporation to Jam Run Acquisition Corporation dated February 6, 2014 (changing corporate name
to Blow & Drive Interlock Corporation)
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3.3
(1)
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Bylaws
of Jam Run Acquisition Corporation (now Blow & Drive Interlock Corporation) dated June 2013
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10.1
(2)
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Agreement
between Tiber Creek Corporation and Laurence Wainer dated January 25, 2014
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10.2
(2)
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Promissory
Note between the Company and Laurence Wainer dated February 16, 2014
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10.3
(3)
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Lease
Agreement by and between Marsel Plaza LLC and Laurence Wainer and Blow and Drive Interlock Corporation dated January 21, 2015
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10.4
(4)
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Exclusive
Distributorship Agreement with Theenk Inc. dated August 21, 2015
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10.5
(4)
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Exclusive
Distributorship Agreement with Jay Lopez dated July 24, 2015
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10.6
(4)
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Independent
Contractor Agreement with Laurence Wainer dated September 11, 2015
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10.7
(5)
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Exclusive
Distributorship Agreement with Stephen Ferraro dated November 9, 2015
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10.4
(6)
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Supply
Agreement by and between BDI Manufacturing, Inc., an Arizona corporation, and C4 Development Ltd. dated June 29, 2015
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10.5
(7)
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Securities
Purchase Agreement with David Stuart Petlak entered into on November 19, 2015
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10.6
(7)
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Convertible
Promissory Note issued to David Stuart Petlak dated November 19, 2015
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10.7
(7)
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Common
Stock Warrant issued to David Stuart Petlak dated November 19, 2015
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10.8
(8)
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Exclusive
Distributorship Agreement with dba Blow & Drive Houston dated January 11, 2016
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10.9
(9)
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Secured
Promissory Note and Agreement with Ira Silver dated January 20, 2016
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10.10
(9)
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Secured
Promissory Note and Agreement with Chaim K. Wainer dated October 29, 2015
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10.11
(10)
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Securities
Purchase Agreement with Dr. Oren Azulay dated March 30, 2016
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10.12
(10)
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Common
Stock Purchase Agreement with Gustavo Arceo dated April 2016
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10.13
(10)
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Common
Stock Purchase Agreement with LGL LLC dated May 6, 2016
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10.14
(11)
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Loan
and Security Agreement with Doheny Group, LLC dated June 30, 2017
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10.15
(11)
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Phase
1 Loan Agreement with Doheny Group, LLC dated June 30, 2017
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10.16
(11)
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Royalty
Agreement with Doheny Group, LLC dated June 30, 2017
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10.17
(11)
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Common
Stock Purchase Agreement with Doheny Group, LLC dated June 30, 2017
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10.18
(11)
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Agreement
with Abraham Summers and Gnossis International, LLC
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10.19
(12)
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Termination
of Services Agreement by and between Blow & Drive Interlock Corporation, Abraham Summers and Gnosiis International, LLC
dated June 19, 2017
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10.20
(13)
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Amendment
No. 1 to Debt Conversion and Series A Preferred Stock Purchase Agreement dated May 17, 2017
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10.21
(13)
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Amendment
No. 1 to Loan and Security Agreement with Doheny Group, LLC dated June 3, 2017
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10.22
(13)
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Amendment
No. 1 to Royalty Agreement with Doheny Group, LLC dated June 3, 2017
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31.1*
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Rule
13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith).
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31.2*
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Rule
13a-14(a)/15d-14(a) Certification of Chief Accounting Officer (filed herewith).
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32.1*
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Section
1350 Certification of Chief Executive Officer (filed herewith).
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32.2*
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Section
1350 Certification of Chief Accounting Officer (filed herewith).
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101.INS
**
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XBRL
Instance Document
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101.SCH
**
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XBRL
Taxonomy Extension Schema Document
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101.CAL
**
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XBRL
Taxonomy Extension Calculation Linkbase Document
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101.DEF
**
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XBRL
Taxonomy Extension Definition Linkbase Document
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101.LAB
**
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XBRL
Taxonomy Extension Label Linkbase Document
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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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**
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement
or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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(1)
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Incorporated
by reference from our Registration Statement on Form 10, filed with the Commission on September 30, 2013.
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(2)
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Incorporated
by reference from our Registration Statement on Form S-1, filed with the Commission on July 24, 2014.
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(3)
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Incorporated
by reference from our Annual Report on Form 10-K, filed with the Commission on March 30, 2015.
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(4)
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Incorporated
by reference from our Current Report on Form 8-K filed with the Commission on September 11, 2015.
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(5)
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Incorporated
by reference from our Current Report on Form 8-K filed with the Commission on November 12, 2015.
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(6)
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Incorporated
by reference from our Quarterly Report on Form 10-Q, filed with the Commission on August 13, 2015.
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(7)
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Incorporated
by reference from our Current Report on Form 8-K filed with the Commission on September 11, 2015.
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(8)
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Incorporated
by reference from our Current Report on Form 8-K filed with the Commission on February 22, 2016.
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(9)
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Incorporated
by reference from our Current Report on Form 8-K filed with the Commission on March 17, 2016.
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(10)
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Incorporated
by reference from our Quarterly Report on Form 10-Q filed with the Commission on August 22, 2016.
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(11)
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Incorporated
by reference from our Quarterly Report on Form 10-Q filed with the Commission on August 21, 2017.
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(12)
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Incorporated
by reference from our Current Report on Form 10-Q filed with the Commission on July 3, 2017.
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(13)
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Incorporated
by reference from our Quarterly Report on Form 10-Q filed with the Commission on August 21, 2017.
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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.
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Blow
& Drive Interlock Corporation
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Dated:
August 31, 2017
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By:
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/s/
Laurence Wainer
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Laurence
Wainer
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Chief
Executive Officer
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