10-Q/A 1 nest_10qa.htm FORM 10-Q/A nestbuilder_10qa.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q/A

(Amendment No. 1)

 

(Mark One)

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended February 28, 2018

 

x TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from November 1, 2017 to November 30, 2017

 

Commission file number 000-55875

 

NESTBUILDER.COM CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

 

82-3254264

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

201 W. Passaic Street, Suite 301

Rochelle Park, NJ

 

 

07662

(Address of principal executive offices)

 

(Zip Code)

 

(201) 845-7001

(Registrant’s telephone number, including area code)

 

October 31

(Former name, former address and 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. x Yes    ¨ 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) x Yes    ¨ No

 

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

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company) 

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes    x No

 

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities 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 April 23, 2018, there were 100 shares of common stock, $0.0001 par value, issued and outstanding.

 

 
 
 
 

EXPLANATORY NOTE

 

This Amendment No. 1 to the Quarterly Report on Form 10-Q (the “Amendment No. 1”) of Nestbuilder.com Corp. (the “Company”) amends the Company’s Quarterly Report on Form 10-Q for the one month transition period ended November 30, 2017 and the quarterly period ended February 28, 2018 (the “Original Filing”) which was filed with the Securities and Exchange Commission on April 23, 2018. The Company is filing this Amendment No. 1 solely to provide Exhibit 101 that was not included in the Original Filing.

 

Exhibit 101 to this Amendment No. 1 provides the following materials from the Original Filing formatted in XBRL (eXtensible Business Reporting Language) with detailed footnote tagging: (i) balance sheets, (ii) statements of operations, (iii) statements of cash flows, and (iv) notes to consolidated financial statements. This Amendment No. 1 is an exhibit-only filing.

 

The Company is filing Exhibit 101 in accordance with the temporary hardship exemption provided by Rule 201 of Regulation S-T, which extended the date by which the Interactive Data File is required to be submitted by six business days.

 

Except as described above, this Amendment No. 1 does not amend any other information set forth in the Original Filing, and the Company has not updated disclosures included therein to reflect any events that occurred subsequent to April 23, 2018.

 

 
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ITEM 6 Exhibits

 

Exhibit No.

 

Exhibit Description

 

2.1 (1)

 

Contribution and Spin-Off Agreement, dated as of October 27, 2017, by and among RealBiz Media Group, Inc., Anshu Bhatnagar, for purposes of Section 2.3 only, NestBuilder.com Corp., and Alex Aliksanyan

 

 

2.2 (2)

 

Memorandum of Understanding dated December 29, 2016, by and between Anshu Bhatnagar and Alex Aliksanyan

 

 

2.3 (2)

 

Amended and Restated Agreement dated January 2, 2017, by and among RealBiz Media Group, Inc., Anshu Bhatnagar and Alex Aliksanyan

 

 

2.4 (2)

 

First Amendment to Contribution and Spin-Off Agreement dated as of January 29, 2018, by and between RealBiz Media Group, Inc., Anshu Bhatnagar, NestBuilder.com Corp., and Alex Aliksanyan

 

 

3.1 (1)

 

Articles of Incorporation of NestBuilder.com Corp.

 

 

3.2 (1)

 

Bylaws of NestBuilder.com Corp.

 

 

10.1 (3)

 

Settlement Agreement dated December 22, 2017, by and between Monaker Group, Inc., RealBiz Media Group, Inc., American Stock Transfer & Trust Company , LLC, and NestBuilder.com Corp.

 

 

99.1 (4)

 

Preliminary Information Statement of NestBuilder.com Corp., subject to completion, dated April 12, 2018

 

 

31.1*

 

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

31.2*

 

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

32.1*

 

Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

32.2*

 

Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

101.INS**

 

XBRL Instance Document

 

 

101.SCH**

 

XBRL Taxonomy Extension Schema Document

 

 

101.CAL**

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

 

101.DEF**

 

XBRL Taxonomy Extension Definition Linkbase Document

 

 

101.LAB**

 

XBRL Extension Label Linkbase Document

 

 

101.PRE**

 

XBRL Taxonomy Extension Presentation Linkbase Document

______________

(1) Incorporated by reference from our registration statement on Form 10, filed with the Commission on December 22, 2017.

 

(2) Incorporated by reference from Amendment No. 1 to our registration statement on Form 10/A, filed with the Commission on February 20, 2018.

 

(3) Incorporated by reference from Amendment No. 2 to our registration statement on Form 10/A, filed with the Commission on March 23, 2018.

 

(4) Incorporated by reference from Amendment No. 3 to our registration statement on Form 10/A, filed with the Commission on April 12, 2018.

 

* Previously filed on April 23, 2018.

 

** Furnished 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.

 

 

Nestbuilder.com Corp.

 

 

 

 

Dated: April 25, 2018

By:

/s/ Alex Aliksanyan

 

 

Name:

Alex Aliksanyan

 

 

Title:

President

 

 

 

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