QIAN / Qiansui International Group Co. Ltd. - SEC申報文件,年度報告,委任書

千穗國際集團有限公司
US ˙ OTCPK

基本數據
CIK 1499684
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Qiansui International Group Co. Ltd.
SEC Filings (Chronological Order)
本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會(SEC)申報文件列表,不包括我們在其他地方提供的所有權申報。
July 26, 2023 15-12G

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-54159 QIANSUI INTERNATIONAL GROUP CO. LTD. (Exact name of registrant as

December 2, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54159 Qiansui Inte

November 15, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-54159

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-54159 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: September 30, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

July 27, 2022 LETTER

LETTER

United States securities and exchange commission logo July 27, 2022 Yu Yang Chief Executive Officer Qiansui International Group Co.

July 20, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54159 Qiansui Internati

July 20, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54159 Qiansui Internat

June 27, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 ☐ TRANSITION REPORT UNDER SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-54159 QIANSUI INTERNATIONAL GROUP C

May 25, 2022 CORRESP

Qiansui International Group Co. Ltd. 7th Floor, Naiten Building, No. 1 Six Li Oiao, Fentai District Beijing, China

Qiansui International Group Co. Ltd. 7th Floor, Naiten Building, No. 1 Six Li Oiao, Fentai District Beijing, China 100161 May 23, 2022 Securities and Exchange Commission Division of Corporate Finance Washington DC 20549 Re: Comment Letter from Staff of Securities and Exchange Commission Dated May 105, 2021 Qiansui International Group Co. Ltd. (?Company?) To Whom It May Concern: This letter is resp

May 10, 2022 LETTER

LETTER

United States securities and exchange commission logo May 10, 2022 Yu Yang Chief Executive Officer Qiansui International Group Co.

May 5, 2022 CORRESP

Qiansui International Group Co. Ltd. 7th Floor, Naiten Building, No. 1 Six Li Oiao, Fentai District Beijing, China

CORRESP 1 filename1.htm Qiansui International Group Co. Ltd. 7th Floor, Naiten Building, No. 1 Six Li Oiao, Fentai District Beijing, China 100161 May 5, 2022 Securities and Exchange Commission Division of Corporate Finance Washington DC 20549 Re: Comment Letter from Staff of Securities and Exchange Commission Dated April 25, 2021 Qiansui International Group Co. Ltd. (“Company”) To Whom It May Conc

April 25, 2022 LETTER

LETTER

United States securities and exchange commission logo April 25, 2022 Yu Yang Chief Executive Officer Qiansui International Group Co.

January 13, 2022 CORRESP

Qiansui International Group Co. Ltd. 7th Floor, Naiten Building, No. 1 Six Li Oiao, Fentai District Beijing, China

Qiansui International Group Co. Ltd. 7th Floor, Naiten Building, No. 1 Six Li Oiao, Fentai District Beijing, China 100161 January 12, 2022 Securities and Exchange Commission Division of Corporate Finance Washington DC 20549 Re: Comment Letter from Staff of Securities and Exchange Commission Dated December 13, 2021 Qiansui International Group Co. Ltd. (?Company?) To Whom It May Concern: This letter

December 14, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 8, 2021 Qiansui International Group Co. Ltd. (Exact name of registrant as specified in its charter) Delaware 000-54159 84-1209978 (State or other jurisdiction of incorporation

December 13, 2021 LETTER

LETTER

United States securities and exchange commission logo December 13, 2021 Yu Yang Chief Executive Officer Qiansui International Group Co.

November 22, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54159 Qiansui Inte

November 15, 2021 NT 10-Q

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

NT 10-Q 1 qiannt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-54159 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Rep

September 30, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54159 Qiansui Internati

September 30, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54159 Qiansui Internat

September 23, 2021 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2020 ☐ TRANSITION REPORT UNDER SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2020 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-54159 QIANSUI INTERNATIONAL GROUP C

August 26, 2021 8-K/A

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM 8-K/A CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 10, 2021 Qiansui International Group Co. Ltd. (Exact name of registrant as specified in its charter) Delaware 000-54159 84-1209978 (State or other jurisdict

August 26, 2021 EX-16.1

Letter from Dale Matheson Carr-Hilton Labonte LLP dated August 25, 2021.

EXHIBIT 16.1 August 25, 2021 Securities and Exchange Commission 100 F Street Washington, D.C. 20549 Ladies and Gentlemen: We are the former independent accountants for Qiansui International Group Co. Ltd. (the "Company"). We have been furnished with a copy of the Company's Amendment No.1 to Form 8-K disclosing our dismissal as independent public accountants of the Company. We confirm our agreement

August 17, 2021 8-K

Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 10, 2021 Qiansui International Group Co. Ltd. (Exact name of registrant as specified in its charter) Delaware 000-54159 84-1209978 (State or other jurisdiction of incorporation)

April 1, 2021 NT 10-K

- NT 10-K

NT 10-K 1 qiannt10k.htm NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-54159 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended December 31, 2020 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Repo

January 26, 2021 EX-3.1

Certificate of Amendment to Certificate of Incorporation(4)

EX-3.1 2 acezex31.htm CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION FILED ON JANUARY 14, 2021. EXHIBIT 3.1

January 26, 2021 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 14, 2021 Qiansui International Group Co. Ltd. (Exact name of registrant as specified in its charter) Delaware 000-54159 84-1209978 (State or other jurisdiction of incorporation

December 18, 2020 DEF 14C

- DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement ARIEL CLEAN ENERGY,

December 7, 2020 PRE 14C

- PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement ARIEL CLEAN ENERGY,

November 17, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 8, 2020 Ariel Clean Energy Inc. (Exact name of registrant as specified in its charter) Delaware 000-54159 84-1209978 (State or other jurisdiction of incorporation) (Commission

November 4, 2020 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54159 ARIEL CLEAN

October 15, 2020 SC 14F1

- SC 14F1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14f-1 Information Statement Pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 Promulgated Thereunder ARIEL CLEAN ENERGY INC. (Exact name of registrant as specified in its charter) Delaware 000-54159 84-1209978 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Em

October 1, 2020 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement - FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 30, 2020 (September 23, 2020) Ariel Clean Energy Inc. (Exact name of registrant as specified in its charter) Delaware 000-54159 84-1209978 (State or other jur

September 24, 2020 8-K

Entry into a Material Definitive Agreement - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 23, 2020 Ariel Clean Energy Inc. (Exact name of registrant as specified in its charter) Delaware 000-54159 84-1209978 (State or other jurisdiction of incorporation) (Commissi

August 10, 2020 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54159 ARIEL CLEAN ENERG

August 7, 2020 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54159 ARIEL CLEAN ENER

July 6, 2020 10-K

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] ARIEL CLEAN ENERGY, INC. (Exact name of regist

June 1, 2020 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54159 ARIEL CLEAN ENER

June 1, 2020 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54159 ARIEL CLEAN

June 1, 2020 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54159 ARIEL CLEAN ENERG

May 7, 2020 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54159 ARIEL CLEAN ENERG

May 7, 2020 10-K

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] ARIEL CLEAN ENERGY, INC. (Exact name of regist

May 7, 2020 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54159 ARIEL CLEAN

May 14, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 28, 2018 Ariel Clean Energy Inc. (Exact name of registrant as specified in its charter) Delaware 000-54159 84-1209978 (State or other jurisdiction of incorporation) (Commissio

August 15, 2018 NT 10-Q

ACEZ / Ariel Clean Energy, Inc. NT 10-Q

NT 10-Q 1 aceznt10q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-54159 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended June 30, 2018 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report o

May 15, 2018 10-Q

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54159 ARIEL CLEAN ENER

April 17, 2018 10-K

ACEZ / Ariel Clean Energy, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ] Commission file number 000-54159 ARIEL CLEAN ENER

April 2, 2018 NT 10-K

ACEZ / Ariel Clean Energy, Inc. NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-54159 CUSIP NUMBER NOTIFICATION OF LATE FILING (Check one): x Form 10-K o Form 20-F o Form 11-K ¨ Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended December 31, 2017 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Rep

January 2, 2018 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

acez8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2017 Ariel Clean Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54159 84-1209978 (State or other jurisdiction of incorporatio

January 2, 2018 EX-16.1

Letter from Malone Bailey, LLP dated January 2, 2018

acezex161.htm EXHIBIT 16.1 January 2, 2018 U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 RE: Ariel Clean Energy, Inc. File No.: 000-54159 We have read the statements under Item 4.01 of the Current Report on Form 8-K to be filed with the Securities and Exchange Commission January 2, 2018 regarding the change of auditors. We agree with all statements pertaining

November 13, 2017 10-Q

ACEZ / Ariel Clean Energy, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54159 ARIEL CLEAN

August 4, 2017 10-Q

ACEZ / Ariel Clean Energy, Inc. FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54159 ARIEL CLEAN ENERG

May 17, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

edgarproof.pdf UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 11, 2017 Ariel Clean Energy Inc. (Exact name of registrant as specified in its charter) Delaware 000-54159 84-1209978 (State or other jurisdiction of incorporation)

May 15, 2017 10-Q

Ariel Clean Energy FORM 10-Q (Quarterly Report)

acez10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54159 ARIE

March 14, 2017 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-54159 ARIEL CLEAN ENERGY, INC.

November 14, 2016 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXC HANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2016 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:000-54159 Ariel Clean Ene

August 12, 2016 10-Q

Ariel Clean Energy FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXC HANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016 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: 000-54159 Ariel Clean Energy,

May 2, 2016 10-Q

Ariel Clean Energy FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXC HANGE ACT OF 1934 . FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016 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: 000-54159 Ariel Clean E

March 22, 2016 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 [ ] TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 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: 000-54159 ARIEL CLEAN E

January 14, 2016 8-K

Current Report

U NITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2016 Ariel Clean Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54159 84-1209978 (State or other jurisdiction of incorporation) (Commissi

December 16, 2015 8-K

Current Report

U NITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2015 Ariel Clean Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54159 84-1209978 (State or other jurisdiction of incorporation) (Commis

November 13, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXC HANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015 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: 000-54159 Ariel Clea

August 21, 2015 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 18, 2015 Ariel Clean Energy, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54159 84-1209978 (State or other jurisdiction of incorporation) (Commissio

August 10, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXC HANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015. 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: 000-54159 Z Holdings Gro

August 10, 2015 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXC HANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015. 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: 000-

July 17, 2015 DEF 14C

Ariel Clean Energy SCHEDULE 14C

SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [ ] Preliminary Information Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [X] Definitive Information Statement Z HOLDINGS GROUP, INC.

May 13, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXC HANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2015. 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: 000-54159 Z Holdings Gr

April 15, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 [ ] TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 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: 000-54159 Z HOLDINGS GR

March 31, 2015 NT 10-K

Ariel Clean Energy FORM 12B-25

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 000-54159 [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR [ ] Form N-CSR For period ended: December 31, 2014 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form

November 19, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2014. 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: 000-54159 Z Holdings

November 14, 2014 NT 10-Q

ACEZ / Ariel Clean Energy, Inc. NT 10-Q - - NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-54159 NOTIFICATION OF LATE FILING CUSIP NUMBER 9887T100 (Check one): o Form 10-K o Form 20-F o Form 11-K o Form 10-Q x Form 10-D o Form N-SAR o Form N-CSR o For Period Ended: September 30, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o T

September 29, 2014 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Class A Common Stock, $0.000006 par value, of Z Holdings Group, Inc., a Delaware corporat

September 29, 2014 SC 13D

ACEZ / Ariel Clean Energy, Inc. / Z Holdings Group, Inc. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Z Holdings Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 98877T100 (CUSIP Number) Thomas DeNunzio SeaMorri Financial Partners, LLC 780 Reservoir Avenue, #123, Cranston, RI 02910 (401) 641-0405 (Name, Address and Telephon

September 26, 2014 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 moorparkjointven.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Class A Common Stock, $0.000006 par

September 26, 2014 SC 13D/A

ACEZ / Ariel Clean Energy, Inc. / Z Holdings Group, Inc. - SC 13D/AMENDMENT 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Z Holdings Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 98877T100 (CUSIP Number) Thomas DeNunzio Moorpark Limited, LLC 780 Reservoir Avenue, #123, Cranston, RI 02910 (401) 641-0405 (Name, Address and Telephone Number

September 19, 2014 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 moorparkjointven.htm JOINT FILING AGREEMENT Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Class A Common Stock, $0.000006 par

September 19, 2014 SC 13D

ACEZ / Ariel Clean Energy, Inc. / Z Holdings Group, Inc. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Z Holdings Group, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 0000946283 (CUSIP Number) Thomas DeNunzio Moorpark Limited, LLC 780 Reservoir Avenue, #123, Cranston, RI 02910 (401) 641-0405 (Name, Address and Telephone Number o

September 9, 2014 EX-10.1

SHARE PURCHASE AGREEMENT

SHARE PURCHASE AGREEMENT This Agreement is made as of the 28th day of August, 2014 (this “Agreement”), by and between Moorpark Limited, LLC, a Rhode Island liability company with an address at 780 Reservoir Avenue, #123, Cranston, R.

September 9, 2014 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 9, 2014 Z Holdings Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-54159 84-1209978 (state or other jurisdiction of incorporation) (Commissio

September 9, 2014 SC 14F1

ACEZ / Ariel Clean Energy, Inc. SC 14F1 - - SC 14F1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14f-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER Z HOLDINGS GROUP, INC. (Exact name of registrant as specified in its corporate charter) 000-54159 Commission File No. Delaware (State of Incorporation) 84-1209978 (IRS Employer Identification No.) 780

September 9, 2014 EX-10.2

RESIGNATION LETTER

RESIGNATION LETTER September 5, 2014 To the Shareholders and Board of Directors of Z Holdings Group, Inc.

August 4, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2014. 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: 000-54159 Z Holdings Grou

May 14, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2014. 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: 000-54159 Z Holdings Group

May 5, 2014 EX-16.1

Messineo & Co, CPAs LLC

EXHIBIT 16.1 Messineo & Co, CPAs LLC 2471 N McMullen Booth Rd - Ste. 302 Clearwater, FL 33759-1362 T: (727) 421-6268 F: (727) 674-0511 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 May 1, 2014 Dear Sir/Madam: We have read the statements included in the Form 8-K dated May 1, 2014, of Z Holdings Group, Inc. to be filed with the Securities a

May 5, 2014 8-K

- ZHLD 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2014 Z HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 000-26186 84-1209978 (state or other jurisdiction of incorporation) (Commission File

April 15, 2014 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or o 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. 000-54159 Z HOLDINGS GROUP, INC. (Name

March 31, 2014 NT 10-K

- NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K o Form 11-K o Form 20-F o Form 10-Q For Period Ended: December 31, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period

November 19, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 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: 000-54159 Z Holdings G

November 14, 2013 NT 10-Q

- FORM NT-10Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 000-54159 NOTIFICATION OF LATE FILING CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K o Form 10-Q x Form 10-D o Form N-SAR o Form N-CSR o For Period Ended: September 30, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition

August 14, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED JUNE 30, 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: 000-54159 Z Holdings Group

May 16, 2013 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED March 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: 000-5415

May 15, 2013 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED March 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: 000-54159 Z Holdings Group

March 28, 2013 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012 or o 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. 000-54159 ~ Z HOLDINGS GROUP, INC. (Nam

February 26, 2013 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2012 or o 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. 000-26186 Z HOLDINGS

February 26, 2013 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2012 or o 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. 000-26186 Z HOLDINGS

January 14, 2013 EX-16.1

Peter Messineo

EXHIBIT 16.1 Peter Messineo Certified Public Accountant 1982 Otter Way Palm Harbor FL 34685 [email protected] T 727.421.6268 F 727.674.0511 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 January 10, 2013 Dear Sir/Madam: We have read the statements included in the Form 8-K January 10, 2013 of Z Holdings Group, Inc. to be filed with the Secur

January 14, 2013 8-K

- CHANGE IN ACCOUNTANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2013 (January 10, 2013) Z Holdings Group, Inc. (Exact name of registrant as specified in its charter) DE 000-26186 84-1209978 (state or other jurisdiction of incorporation

December 14, 2012 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K X . ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: August 31, 2012 . 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. 000-26186 Z HOLDINGS GROUP, INC. (Name of

November 30, 2012 NT 10-K

- NOTICE OF INABILITY TO TIMELY FILE 10K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Notification of Late Filing Form 10-K For The Year Ended August 31, 2012 000-54159 (Commission file number) Z HOLDINGS GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 84-1209978 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) PART I

November 2, 2012 EX-3.2

Restated Bylaws

EX-3.2 4 zholdingsgroupbylaws.htm BYLAWS OF Z HOLDINGS GROUP, INC. Z HOLDINGS GROUP, INC. a Delaware corporation AMENDED AND RESTATED BYLAWS As Adopted August 3, 2012 ZHOLDINGS GROUP, INC. a Delaware corporation AMENDED AND RESTATED BYLAWS TABLE OF CONTENTS Page ARTICLE I : STOCKHOLDERS 1 Section 1.1: Annual Meetings 1 Section 1.2: Special Meetings 1 Section 1.3: Notice of Meetings 1 Section 1.4:

November 2, 2012 EX-99.1

Amount and Nature of Beneficial Ownership

EXHIBIT 99.1 TABLE OF CONTENTS Item 1. Business 2-3 Item 1A. Risk Factors 4-11 Item 2. Financial Information 12-13 Item 3. Properties 14 Item 4. Security Ownership of Certain Beneficial Owners and Management 14 Item 5. Directors and Executive Officers 14 Item 6. Executive Compensation 15 Item 7. Certain Relationships and Related Transactions 16 Item 8. Legal Proceedings 16 Item 9. Market Price of

November 2, 2012 EX-3.1

Restated Articles of Incorporation

LMIC, Inc. RESTATED CERTIFICATE OF INCORPORATION LMIC, Inc., a Delaware corporation, hereby certifies as follows. 1. The name of the corporation is LMIC, Inc. The date of filing its original Certificate of Incorporation with the Secretary of State was December 30, 1999. On March 23, 2000, Pacific Development Corporation incorporated under the laws of State of Colorado and Cheshire Holdings, Inc. w

November 2, 2012 EX-2.1

Merger Agreement

EX-2.1 2 zhldmergeragreement.htm AGREEMENT AND PLAN OF MERGER BETWEEN Z HOLDINGS GROUP, INC. AND BIG TIME ACQUISITION INC. AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (“Agreement”), dated as of October 29, 2012, by and between Big Time Acquisition, Inc., a Delaware corporation (“Big Time”), and Z Holdings Group, Inc., a Delaware corporation (“ZHLD”), together the (“Constituent Corpor

November 2, 2012 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets - FORM 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2012 (October 31, 2012) BIG TIME ACQUISITION, INC. (Exact name of registrant as specified in its charter) Delaware 000-54159 27-3291226 (State or Other Jurisdiction (Commission (I.R.S.

October 1, 2012 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED May 28, 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 NUMBER: 000-54159

September 26, 2012 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED February 28, 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 NUMBER: 000-5

September 20, 2012 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. FOR THE QUARTERLY PERIOD ENDED NOVEMBER 29, 2011. 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: 000-5

July 17, 2012 10-Q

FORM 10 Q FOR PERIOD ENDED FEBRUARY 28,2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - Form 10-Q - x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 28, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Big Time Acquisition, Inc. - (Exact Name of registrant

July 13, 2012 NT 10-Q

- NT-Q FOR PERIOD ENDED MAY 28, 2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-54159 (Check One): o Form 10-K o Form 20-F o Form 11-K X Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: May 28, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: - Read attached instruction sheet before preparing form.

April 20, 2012 8-K

- CHANGE IN OUR CERTIFYING ACCOUNTANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 20,2012. Big Time Acquisition, Inc. - (Exact name of registrant as specified in its charter) DELAWARE 000-54159 27-3291226 (State or other (Commission (I.R.S. Employer jurisdict

April 20, 2012 EX-16

EX-16

EXHIBIT 16.1 PS Stephenson & Co., P.C. 1609 N. Richmond Road Wharton, TX 77488 April 20, 2012 Securities & Exchange Commission 100 F Street NE Mail Stop 6010 Washington, DC 20549 Dear Sir/Madam: We have read the statements of Big Time Acquisition, Inc. pertaining to our Firm included under Item 4.01 of Form 8-K dated April 20, 2012 and agree with such statements as they pertain to our Firm. We hav

April 13, 2012 10-Q

FORM 10-Q FOR PERIOD ENDED FEBRUARY 28, 2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - Form 10-Q - x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2012 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Big Time Acquisition, Inc. - (Exact Name of regis

January 17, 2012 10-Q

FORM 10-Q FOR PERIOD ENDED NOVEMBER 29,2011

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - Form 10-Q - x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 29, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Big Time Acquisition, Inc. - (Exact Name of regis

December 8, 2011 10-K

ANNUAL REPORT FOR FISCAL YEAR ENDED AUGUST 31, 2011

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2011 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-54127 Big Time Acquisition, Inc. - (Exact n

December 5, 2011 NT 10-K/A

AMENDMENT2 TO NOTICE OF 10K EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Amendment No.

December 2, 2011 10-K/A

AMENDMENT1 TO NOTICE OF 10K EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Amendment No.

November 30, 2011 NT 10-K

NOTICE OF 10K EXTENSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 000-54159 (Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR o Form N-CSR For Period Ended: August 31, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transition Period Ended: - Read attached instruction sheet before preparing form.

July 11, 2011 10-Q

10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - Form 10-Q - x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 29, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Big Time Acquisition, Inc. - (Exact Name of registrant

April 13, 2011 10-Q

10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - Form 10-Q - x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2011 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Big Time Acquisition, Inc. - (Exact Name of regis

January 19, 2011 10-Q/A

10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - Form 10-Q/A Amendment No.1 - x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 29, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Big Time Acquisition, Inc. - (Ex

January 14, 2011 10-Q

10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - Form 10-Q - x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 29, 2010 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Big Time Acquisition, Inc. - (Exact Name of regis

December 21, 2010 SC 13D

SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Big Time Acquisition, Inc. - (Name of Issuer) Common Stock, $0.0001 Par Value - (Title of Class of Securities) - (CUSIP Number) Scot Scheer 780 Reservoir Avenue, #123 Cranston, RI 02910 Telephone: (401)641-0405 - (Name, Address and Telephone Number of Person Authorized to

December 21, 2010 SC 13D

SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Big Time Acquisition, Inc. - (Name of Issuer) Common Stock, $0.0001 Par Value - (Title of Class of Securities) - (CUSIP Number) Scot Scheer 780 Reservoir Avenue, #123 Cranston, RI 02910 Telephone: (401)641-0405 - (Name, Address and Telephone Number of Person Authorized to

December 21, 2010 EX-99

EX-99

EXHIBIT "A" JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934,as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of common stock of beneficial interest, par value $.

December 21, 2010 EX-99

EX-99

EXHIBIT "A" JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934,as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of common stock of beneficial interest, par value $.

December 9, 2010 LETTER

LETTER

December 9, 2010 Scot A. Scheer President Big Time Acquisition, Inc. 780 Reservoir Avenue, #123 Cranston, RI 02910 Re: Big Time Acquisition, Inc. Form 10-12G Filed October 15, 2010 File No. 000-54159 Dear Mr. Scheer: We have completed our review of your filings and do not have any further comments at this time. Sincerely, Max A. Webb Assistant Director

December 7, 2010 10-12G/A

10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. Amendment No. 2 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 Big Time Acquisition, Inc. - (Exact Name of Small Business Issuer in its Charter) Commission file number 000-54159 - Delaware 27-3291226 - - (State or other jurisdiction (IRS Employer Identif

December 7, 2010 CORRESP

CORRESP

Big Time Acquisition, Inc. 780 Reservoir Avenue,#123 Cranston, RI 02910 Phone: 401-641-0405 Fax: 401-633-7300 Email: [email protected] December 7, 2010 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Big Time Acquisition, Inc. Response to Staff Comments, November 24, 2010. Form 10-12G Filed October 15, 2010 File No. 00

November 24, 2010 LETTER

LETTER

November 24, 2010 Scot A. Scheer President Big Time Acquisition, Inc. 780 Reservoir Avenue, #123 Cranston, RI 02910 Re: Big Time Acquisition, Inc. Amendment No. 1 to Form 10-12G Filed November 22, 2010 File No. 000-54159 Dear Mr. Scheer: We have reviewed your responses to the comments in our letter dated November 3, 2010 and have the following additional comments. Please respond to this letter wit

November 22, 2010 10-12G/A

10-12G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. Amendment No. 1 to FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 Big Time Acquisition, Inc. - (Exact Name of Small Business Issuer in its Charter) Commission file number 000-54159 - Delaware 27-3291226 - - (State or other jurisdiction (IRS Employer Identif

November 22, 2010 CORRESP

CORRESP

Big Time Acquisition, Inc. 780 Reservoir Avenue,#123 Cranston, RI 02910 Phone: 401-641-0405 Fax: 401-633-7300 Email: [email protected] November 22, 2010 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Big Time Acquisition, Inc. Response to Staff Comments, November 3, 2010. Form 10-12G Filed October 15, 2010 File No. 00

November 3, 2010 LETTER

LETTER

November 3, 2010 Scot A. Scheer President Big Time Acquisition, Inc. 780 Reservoir Avenue, #123 Cranston, RI 02910 Re: Big Time Acquisition, Inc. Form 10-12G Filed October 15, 2010 File No. 000-54159 Dear Mr. Scheer: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Pleas

October 15, 2010 EX-3.2

3.2 (i)

BY-LAWS OF BIG TIME ACQUISITION, INC. A Delaware Corporation As of August 17, 2010 ARTICLE I Meetings of Stockholders Section 1.1 Time and Place. Any meeting of the stockholders may be held at such time and such place, either within or without the State of Delaware, as shall be designated from time to time by resolution of the board of directors or as shall be stated in a duly authorized notice of

October 15, 2010 EX-10

EX-10

COMMON STOCK PURCHASE AGREEMENT AGREEMENT entered into as of the 17th day of August, 2010, by and between Big Time Acquisition, Inc.

October 15, 2010 10-12G

10-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 Big Time Acquisition, Inc. - (Exact Name of Small Business Issuer in its Charter) Commission file number 000- Delaware 27-3291226 - - (State or other jurisdiction (IRS Employer Identification No.) of incorporat

October 15, 2010 EX-3.1

Articles of Incorporation

EXHIBIT 3.1. CERTIFICATE OF INCORPORATION STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS DELIVERED 02:37 PM 08/17/2010 FILED 02:37 PM 08/17/2010 SRV 100835452 - 4861144 FILE CERTIFICATE OF INCORPORATION Of BIG TIME ACQUISITION, INC. (Pursuant to Section 102 of the Delaware General Corporation Law) FIRST: The name of the corporation is Big Time Acquisition, Inc. (the "Corporation").

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