SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





AMENDMENT NO. 2 TO


FORM 10-K/A





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





For the fiscal year ended September 30, 2013





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





For the transition period from ___________ to __________





Commission File No. 333-184897





PRICED IN CORP.


(Exact name of registrant as specified in its charter)





NEVADA


(State or other jurisdiction of


incorporation or organization)





39-2079974


(IRS Employer Identification No.)





6110 Coxswain Crescent


Toronto, ON, Canada, L5V-2Z8


(Address of principal executive offices)(Zip Code)





(418) 263-8112


(Registrant’s telephone number, including area code)





Securities registered under Section 12(b) of the Exchange Act:





Title of each class registered:None


Name of each exchange on which registered:None





Securities registered under Section 12(g) of the Exchange Act:





None (Title of class)





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes oNo 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 oNo 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 xNo o





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 xNo o





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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 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.





Large accelerated filer
o
Accelerated filer
oNon-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 Act). Yes   x   No   o





As of December 27, 2013, the registrant had 7,750,000 shares issued and outstanding.





Documents Incorporated by Reference:





None.













EXPLANATORY NOTE





The purpose of this Amendment No. 2 to the Annual Report of Priced In Corp. (the “Company”) on Form 10-K for the fiscal year ended September 30, 2013, filed with the Securities and Exchange Commission on December 31, 2013, as amended on February 11, 2014 (the “Form 10-K”), is to amend the disclosure in Part III, Item 12, in order to correct the disclosure relating to the beneficial ownership of the management of the Copmany.





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.











TABLE OF CONTENTS





PART IIIITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


2PART IVITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULE


3SIGNATURES


4











CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS





This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.





We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.





These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K.





Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.










USE OF CERTAIN DEFINED TERMS





Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company,” “the Company” or “Priced In” are to the combined business of Priced In Corp. and its consolidated subsidiaries.





In addition, unless the context otherwise requires and for the purposes of this report only





●
“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;●
“SEC” refers to the United States Securities and Exchange Commission;●
“Securities Act” refers to the Securities Act of 1933, as amended;





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ITEM 12.      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





The following table sets forth certain information as of the date hereof with respect to the beneficial ownership of our ordinary shares, the sole outstanding class of our voting securities, by (i) each stockholder known to be the beneficial owner of 5% or more of the outstanding common stock of the Company, (ii) each executive officer and director, and (iii) all executive officers and directors as a group.





Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. ordinary shares subject to options, warrants or convertible securities exercisable or convertible within 60 days as of the date hereof are deemed outstanding for computing the percentage of the person or entity holding such options, warrants or convertible securities but are not deemed outstanding for computing the percentage of any other person and is based on shares of common stock issued and outstanding as of December 26, 2013.





Name and Address

Amount and Nature of Beneficial Ownership


Percentage

of Class (1)Directors and Named Executive OfficersKen-Muen Le

6110 Coxswain Crescent

Toronto, ON

Canada L5V-2Z8


4,000,000



51.61
%Natalia Kozioura

2008 Solar Place

Oshawa, ON

L1L 0A4


500,000



6.45
%All directors and executive officers as a group (2 persons)


4,500,000



58.06
%Other 5% Security Holder-


-



-





(1)  Based on 7,750,000 shares of our common stock outstanding as of December 26, 2013.





Securities Authorized for Issuance under Equity Compensation Plans





None.





2





PART IV





ITEM 15.      EXHIBITS, FINANCIAL STATEMENT SCHEDULES.





Exhibit Number

Description3.1 (1)

Articles of Incorporation3.2 (1)

Amendment to the Articles of Incorporation3.3 (1)

By-Laws31.1*

Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer and Chief Financial Officer32.1 +

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer101.INS**

XBRL Instance Document101.SCH**

XBRL Taxonomy Extension Schema Document101.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





(1)
Incorporated by reference to the Company’s Form S-1 filed with the Securities and Exchange Commission on November 13, 2012.





*Filed with this report.





**Furnished with the Annual Report on Form 10-K/A on February 11, 2014.





+In accordance with SEC Release 3308238, Exhibit 32.1 is being furnished with this report.





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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) 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.





Date: June 20, 2014





PRICED IN CORP.





By:
/s/ Ken-Muen LeKen-Muen LePresident, Chief Executive Officer and Chief Financial Officer

(Duly Authorized, Principal Executive Officer and

Principal Financial Officer)





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated in the capacity and on the dates indicated.





Name

Position

Date/s/ Ken-Muen Le

President, Chief Executive Officer and Chief Financial Officer

June 20, 2014Ken-Muen Le

(Principal Executive Officer and Principal Financial Officer)/s/ Natalia Kozioura

Director

June 20, 2014Natalia Kozioura





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