UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 2 TO
FORM 10-Q/A
 
(Mark One)

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

For the quarterly period ended December 31, 2013 
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: 333-184897

PRICED IN CORP.
(Exact name of registrant as specified in its charter)

Nevada
 
N/A
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
   
6110 Coxswain Crescent
Toronto, ON, Canada
 
L5V-2Z8
(Address of principal executive offices)
 
(Zip Code)

(418) 263-8112
 (Registrant's telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 No o
 
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 No o
 
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 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
¨  (Do not check if a smaller reporting company)
Smaller reporting company
x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 
Yes No o
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.
 
Class
 
Shares outstanding as of February 13, 2014
Common stock, $0.001 par value
 
7,750,000
 


 
 

 
 
EXPLANATORY NOTE

The purpose of this Amendment No. 2 to the Quarterly Report of Priced In Corp. (the “Company”) on Form 10-Q for the  period ended December 31, 2013, as amended on February 14, 2014 (the “Form 10-Q”), is to amend the disclosure in Part II, Item 2, relating to our unregistered sales of equity securities.

This Amendment No. 2 to the Form 10-Q speaks as of the filing date of  the Form 10-Q, and does not reflect events that may have occurred subsequent to the  filing date, and does not modify or update in any way disclosures made in the Form 10-Q as filed on February 14, 2014. 
 
 
 

 
 
PRICED IN, CORP.

QUARTERLY REPORT ON FORM 10-Q
December 31, 2013

TABLE OF CONTENTS
 
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PART II - OTHER INFORMATION
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
 
On November 22, 2013, the Company issued 500,000 shares of the Company’s common stock, par value $0.01 per share, for proceeds of $5,000.

On November 22, 2013, the Company refunded 1,000,000 shares of the Company’s common stock, par value $0.01 per share, for proceeds of $10,000.

The above issuances of shares are exempt from registration, pursuant to Section 4(2) of the Securities Act.  These securities qualified for exemption under Section 4(2) of the Securities Act since the issuance securities by us did not involve a public offering. The offering was not a “public offering” as defined in Section 4(2) due to the insubstantial number of persons involved in the deal, size of the offering, manner of the offering and number of securities offered. We did not undertake an offering in which we sold a high number of securities to a high number of investors. In addition, these stockholders had the necessary investment intent as required by Section 4(2) since they agreed to and received share certificates bearing a legend stating that such securities are restricted pursuant to Rule 144 of the Securities Act. This restriction ensures that these securities would not be immediately redistributed into the market and therefore not be part of a “public offering.” Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Section 4(2) of the Securities Act for this transaction.

Item 6. Exhibits.
 
Exhibit No.
 
Description
     
31.1
 
Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of Sarbanes Oxley Act of 2002
32.1
 
Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted 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 Taxonomy Extension Label Linkbase Document †
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document †
 
**
In accordance with SEC Release 33-8238, Exhibits 32.1 is furnished and not filed.
Furnished with our Quarterly Report on Form 10-Q/A for the quarter ended December 31, 2013, filed on February 14, 2014.
 
 
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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.
   
 
Priced In Corp.
     
Date: June 20, 2014
By:
/s/ Ken-Muen Le
   
Ken-Muen Le
President, Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial Officer)
 
 
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