0001161697-13-000170.txt : 20130306 0001161697-13-000170.hdr.sgml : 20130306 20130306172424 ACCESSION NUMBER: 0001161697-13-000170 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20121130 FILED AS OF DATE: 20130306 DATE AS OF CHANGE: 20130306 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST INDEPENDENCE CORP. CENTRAL INDEX KEY: 0001543098 STANDARD INDUSTRIAL CLASSIFICATION: FOOD & KINDRED PRODUCTS [2000] IRS NUMBER: 454523372 STATE OF INCORPORATION: FL FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-180653 FILM NUMBER: 13670619 BUSINESS ADDRESS: STREET 1: 1411 BESOR PLACE NW CITY: CONCORD STATE: NC ZIP: 28027 BUSINESS PHONE: 704-787-2100 MAIL ADDRESS: STREET 1: 1411 BESOR PLACE NW CITY: CONCORD STATE: NC ZIP: 28027 10-Q/A 1 form_10-q.htm FORM 10-Q/A AMENDMENT NO. 1 FOR 11-30-2012

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 November 30, 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 Number: 333-180653

FIRST INDEPENDENCE CORP.

(Exact name of registrant as specified in its charter)


Florida		45-4523372
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

131 Bayview Drive

Osprey, FL

34229

(Address of principal executive offices)

(Zip Code)

941-726-4383

(Registrant’s telephone number, including area code)

Not Applicable

(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. Yes [X] 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). Yes [X] 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 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 [ ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 9,000,000 shares of common stock are issued and outstanding as of November 30, 2012.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2012 (“Form 10-Q”) is to correct a clerical error on the Form 10-Q cover page, where we incorrectly identified the Registrant as a non-shell company (as defined in Rule 12b-2 of the Exchange Act). We have corrected the error and have identified the Registrant as a shell company.

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, 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-Q.

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS.


31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer

31.2	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer

32.1	Section 1350 Certification of principal executive officer and principal financial and accounting officer

101*	XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.

* Previously submitted.

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.


	First Independence Corp.


Date: March 6, 2013	BY: /s/ Nigel G. Lindsay
	Nigel G. Lindsay
	President and Chief Executive Officer,
	Principal Executive Officer,
	Principal Financial and Accounting Officer and Sole Director

- 2 -

EX-31 2 ex_31-1.htm RULE 13(A)-14(A)/15(D)-14(A) CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

Exhibit 31.1

RULE 13A-14(A)/15D-14(A) CERTIFICATION

I, Nigel G. Lindsay , certify that:

1. I have reviewed this quarterly report on Form 10-Q /A Amendment No. 1 for the period ended November 30, 2012 of First Independence Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


March 6, 2013	/s/ Nigel G. Lindsay
	Nigel G. Lindsay , President
	Principal Executive Officer

EX-31 3 ex_31-2.htm RULE 13(A)-14(A)/15(D)-14(A) CERTIFICATION OF PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

Exhibit 31.2

RULE 13A-14(A)/15D-14(A) CERTIFICATION

I, Nigel G. Lindsay , certify that:

1. I have reviewed this quarterly report on Form 10-Q /A Amendment No. 1 for the period ended November 30, 2012 of First Independence Corp.;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Narch 6, 2013	/s/ Nigel G. Lindsay
	Nigel G. Lindsay , President
	Principal Financial and Accounting Officer

EX-32 4 ex_32-1.htm SECTION 1350 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

Exhibit 32.1

SECTION 1350 CERTIFICATION

In connection with the quarterly report of First Independence Corp. (the “Company”) on Form 10-Q /A Amendment No. 1 for the period ended November 30, 2012 as filed with the Securities and Exchange Commission (the “Report”), I, Bruno Pasquali, President of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.


March 6, 2013	/s/ Nigel G. Lindsay
	Nigel G. Lindsay , President
	Principal Executive Officer,
	Principal Financial and Accounting Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.