10-K/A 1 vbco_10ka.htm FORM 10-K/A vbco_10ka.htm
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
(Amendment No. 2)

(Mark One)

x Annual Report pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended September 30, 2012

o Transition Report under Section 13 or 15(d) of the Exchange Act

For the Transition Period from ________to __________

Commission File Number: 333-170779

VB Clothing, Inc.
(Exact Name of Registrant as Specified in its Charter)

NEVADA
  
27-3687123
(State of other jurisdiction of
  
(I.R.S. Employer
incorporation or organization)
  
Identification Number)

2087 Desert Prarie St.
    
Las Vegas, NV
  
89135
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code:(702) 530-8665
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
 
Common Stock, $0.001 par value
(Title of class)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes   o  No   x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes   o  No   x
 
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or 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   o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
 
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. (Check one):
 
Large accelerated filer
 o
Accelerated filer
 o
Non-accelerated filer
 o
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   o
 
For the year ended September 30, 2012, the issuer had no revenues.
 
The Company’s common stock, $.001 par value is not traded on any exchange.
 
The number of shares outstanding of the issuer’s common stock, $.001 par value, as of January 14, 2013 was 14,000,000 shares.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
NONE.
 
 
 
 
 
EXPLANATORY NOTE
 
The sole purpose of this Amendment No. 2 to VB Clothing, Inc. Annual Report on Form 10-K for the year ended September 30, 2012, as originally filed with the Securities and Exchange Commission on January 15, 2013, and amended February 5, 2013, (the “Form 10-K”), is to furnish Exhibit 101 in accordance with Rule 405 of Regulation S-T.  Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).
 
No other changes have been made to the Form 10-K.  This Amendment No. 2 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-K.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

 
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Item 15. Exhibits and Financial Statement Schedules
 
(a)   The following documents are filed as part of this Report:
 
1.   Financial Statements. The following financial statements and the report of our independent registered public accounting firm, are filed herewith.
 
·   Report of Independent Registered Public Accounting Firm 2012
 
·   Balance Sheets at September 30, 2012
 
·   Statements of Operations for the year ended September 30, 2012 and for the cumulative period from October 15, 2010 (Date of Inception) to September 30, 2012
 
·   Statements of Changes in Shareholders’ Deficiency for the period from October 15, 2010 (Date of Inception) to September 30, 2012
 
·   Statements of Cash Flows for the year ended September 30, 2012, and for the cumulative period from October 15, 2010 (Date of Inception) to September 30, 2012
 
·   Notes to Financial Statements
 
2.   Financial Statement Schedules.
 
Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.
 
3.   Exhibits Incorporated by Reference or Filed with this Report.
 
The following documents are included or incorporated by reference as exhibits to this report:

Exhibit Number
  
Description
     
31.1
  
Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
31.2
  
Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1
  
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
32.2
  
Certification of Chief 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
____________
** 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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SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: February 20, 2013
 
 
  VB Clothing, Inc.  
  Registrant  
       
 
By:
/s/ Paul Cooleen  
    Paul Cooleen  
    President  
       
 
 
 
 
 
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