UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

 

To

 

FORM 10-K-T/A

 

  ¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

 

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

 

For the transition period from November 1, 2011 to December 31, 2011

 

Commission File Number: 000-53881

 

PETROSONIC ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or other jurisdiction of

incorporation or organization)

 

Suite 300, 714 – 1st Street SE, Calgary, AB, Canada T2G 2G8

(Address of principal executive offices)

 

(403) 708-7869
(Issuer’s telephone number)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Name of each exchange on which registered
None None

 

Securities registered pursuant to Section 12(g) of the Act:

 

Common Stock, par value $0.001 per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. YES ¨    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 Act.   YES ¨   NO x

 

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 ¨ NO x

 

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 the 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.   ¨

 

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 ¨ 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 by Rule 12b-2 of the Act).

YES ¨ NO x

 

The aggregate market value of the voting common stock held by non-affiliates of the Registrant as of December 31, 2011: $2,792,215.

 

At December 31, 2011, there were 67,149,000 shares of the Registrant’s common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Exhibits incorporated by reference are referred to under Part IV.

 

 
 

 

EXPLANATORY NOTE

 

Petrosonic Energy, Inc. (the “Company”) is filing this Amendment No.2 (the “Amendment”) to amend its Annual Report on Form 10-K for the transition period beginning on November 1, 2011 and ending on December 31, 2011, which was first amended on April 16, 2013 (the “First Amendment”), solely for the purpose of filing Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB and 101.PRE to the First Amendment. Except as otherwise expressly stated herein, this Amendment does not reflect events occurring after the date of the First Amendment nor does it modify or update the disclosure contained in the First Amendment in any way other than as required to reflect the amendment discussed above. Accordingly, this Amendment should be read in conjunction with the First Amendment and the Company’s filings made with the Securities and Exchange Commission subsequent to the filing of the First Amendment.

 

 
 
  ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

Exhibit No. Description
   
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

  

 
 

  

SIGNATURES

 

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on behalf by the undersigned, thereto duly authorized on this 18th day of April 2013.

 

  PETROSONIC ENERGY, INC.
     
  By: /s/ Art Agolli  
 

 

 

Art Agolli, Chief Executive Officer and President