8-K/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 2, 2011

KENSINGTON LEASING, LTD.

(Name of small business issuer specified in its charter)

Nevada	000-53559	80-0214025
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

1005 S. Center Street

Redlands, CA 92373

(Address of principal executive offices)

909-708-4303

(Registrant’s telephone number)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c

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Explanatory Note

This Amendment No. 1 amends the Current Report on Form 8-K of Kensington Leasing, Ltd. (“we,”  “us,” or the “Company”) filed with the Securities and Exchange Commission on May 23, 2011 (the “Report”) to include the financial statements and pro forma financial information required by Item 9.01 of Form 8-K relating to our acquisition of Wikifamilies SA.  The information reported in the Report is incorporated by reference into this Amendment.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

Wikifamilies’s unaudited financial statements for the period of February 15, 2011 (date of inception) to March 31, 2011 are attached as Exhibit 99.1 to this Amendment and incorporated herein by reference.

(b) Pro Forma Financial Information Regarding Business Acquired

Pro forma unaudited condensed combined balance sheet as of March 31, 2011 and pro forma unaudited condensed combined statement of operations for the three months ended March 31, 2011 are attached as Exhibit 99.2 to this Amendment and incorporated herein by reference.

(d) Exhibits

Exhibit No.	Description
99.1	Wikifamilies’s unaudited financial statements for the period of February 15, 2011 (date of inception) to March 31, 2011
99.2	Kensington Leasing, Ltd.’s unaudited pro forma condensed combined financial information

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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 hereunto duly authorized.

	KENSINGTON LEASING, LTD.
Date: August 2, 2011	/s/ Trisha Malone
	Trisha Malone
	Chief Financial Officer

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EX-99.1

Exhibit 99.1

Wikifamilies SA - Nyon

BALANCE SHEET AS OF 31 MARCH

				Exchange Rate
	Note	3/31/2011		1.091716026
ASSETS
		CHF		US$
Current Assets
Bank accounts			37,924		41,402
Share capital to be paid			50,000		54,586
Other receivable			1		1
Total Current Assets			87,925		95,989
Fixed Assets
Tangible fixed assets
Hardware / Sofware, net			14,772		16,127
Intangible fixed assets
Incorporation Costs, net			9,538		10,413
Research & Development Cost, net			20,000		21,834
Total Fixed Assets			44,310		48,374
Total Assets			132,235		144,363
LIABILITIES & EQUITIES
Liabilities
Other current Liabilities + social sec.			8,081		8,822
Long Term Liabilities
Inter-company loans			50,000		54,586
Total Liabilities			58,081		63,408
Shareholders'Equity
Share Capital			100,000		109,172
Net Loss			-25,846		-28,216
Total Liabilities & Equity			132,235		144,363

Wikifamilies SA - Nyon

Profit and Loss Account

for the period of Incorporation on February 15, 2011 through March 31, 2011

	Note	2011
		CHF		US$
Income			0		0
Direct costs			0		0
Gross Profit			0		0
Overheads Expenses
Payroll & Soc. Security expenses			11,381		12,425
Accounting Fees			2,200		2,402
Legal Fees			10,000		10,917
Partner Fees			0		0
Total expenses			23,581		25,744
Provision on depreciation
Depreciation on tangible assets			379		414
Depreciation on intangible assets			162		177
Total provision on depreciation			541		590
Net loss after depreciation			24,122		26,334
Interest income and exchange gains
Bank Services Charges and exchange losses			1,725		1,883
Net loss before Taxes			25,846		28,217
Taxes			0		0
Net Loss			25,846		28,217

EX-99.2

Exhibit 99.2

Kensington Leasing, Ltd. and Wikifamilies

Consolidated Pro Forma Balance Sheets

	Historical (Unaudited)						Pro Forma Consolidated (Unaudited)
	Kensington Leasing, Ltd.			(a) Wikifamilies SA
	March 31,			March 31,
	2011			2011			Adjustments				As Adjusted
ASSETS
Current assets
Cash	$	368		$	41,402		$	-			$	41,770
Notes receivable		230,000			1			-				230,001
Investments		145,697			-			-				145,697
Prepaid expenses		100,000			54,586			-				154,586
Total current assets		476,065			95,989			-				572,054
Property and equipment, net		31,309			-							31,309
Incorporation and research and development costs, net		-			32,247			(32,247	)	(c)		-
Intangible assets and goodwill		78,296			16,127			7,451,292		(b)		7,545,715
Total assets		585,670			144,363			7,419,045				8,149,078
LIABILITIES AND SHAREHOLDERS' DEFICIT
Liabilities
Notes payable		21,907			54,586			-				76,493
Accounts payable and accrued expenses		3,878			8,822			-				12,700
Total liabilities		25,785			63,408			-				89,193
Stockholders' Equity (Deficit)
Common stock		14,830			109,172			(77,672	)	(b)		46,330
Paid in capital		1,135,358			-			7,468,500		(b)		8,603,858
Other comprehensive loss		(14,895	)									(14,895	)
Deficit accumulated during development stage		(575,408	)		(28,217	)		28,217		(b)		(575,408	)
Total shareholders' equity (deficit)		559,885			80,955			7,419,045				8,059,885
Total liabilities and shareholders' equity (deficit)	$	585,670		$	144,363		$	7,419,045			$	8,149,078

See accompanying notes to pro forma financial information

Kensington Leasing, Ltd. and Wikifamilies

Consolidated Pro Forma Statements of Operations

	Historical (Unaudited)						Pro Forma Consolidated (Unaudited)
	Kensington Leasing, Ltd.			(a) Wikifamilies SA
	March 31,			March 31,
	2011			2011			Adjustments				As Adjusted
Income		-		$	-		$	-			$	-
Operating expenses
General and administrative		7,856			14,827			10,413		(c)		33,096
Legal and accounting		14,710			10,917							25,627
Research and development								21,834		(c)		21,834
Depreciation and amortization		5,896			590							6,486
Total operating expenses		28,462			26,334			32,247				87,043
Income from operations		(28,462	)		(26,334	)		(32,247	)			(87,043	)
Other income (expense)
Interest income (expense)		-			(1,883	)						(1,883	)
Total other income (expense)		-			(1,883	)		-				(1,883	)
Net loss	$	(28,462	)	$	(28,217	)	$	(32,247	)		$	(88,926	)
Net loss per share	$	(0.00	)								$	(0.00	)
Weighted average shares outstanding		14,416,128								(b)		45,916,128

See accompanying notes to pro forma financial information

Notes to Pro Forma Financial Information

(a)The Unaudited Pro Forma Consolidated Financial Statements are based on the historical financial statements of Wikifamilies SA.  On March 23, 2011, we entered into an Exchange Agreement with Wikifamilies SA which was consummated on May 20, 2011.

(b)Adjustments reflect the opening balance sheet entries at March 31, 2011 as determined by a third party valuation of the assets acquired.  We issued 31,500,000 shares of our common stock to Wikifamilies at a value of $7,500,000.  The assets we acquired from Wikifamilies included principally intellectual property and technology.  Intangible asset value is the $7,500,000 third party value less assets assumed of $144,363 plus liabilities assumed of $63,408.

(c)     Adjustment for incorporation costs and research and development costs capitalized by Wikifamilies but not capitalized under GAAP.