UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q/A

(Amendment No. 2)





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



For the quarterly period
ended December 31, 2012 or



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



333-173537

Commission File Number



MONTALVO SPIRITS, INC.

(Exact name of registrant
as specified in its charter)



|Nevada                                                        | 27-4004890                          
|------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation ororganization) | (I.R.S. Employer Identification No.)
|4326 Laurel Glen Drive, Moorpark, California                  | 93021                               
|(Address of principal executive offices)                      | (Zip Code)                          



818-266-9286

(Registrant’s telephone number, including
area code)



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.xYes ̈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). ̈YesxNo



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 ̈(Do not check if a smaller reporting company) | Smaller reporting companyx



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ̈Yes Nox



Indicate the number of shares outstanding
of each of the issuer’s classes of common stock, as of the latest practicable date. As of April 25, 2013, the Registrant
had 66,900,012 shares of common stock issued and outstanding.











|
|
|

Item 4. Controls and Procedures.



We carried out an evaluation, under
the supervision and with the participation of our Company’s Chief Executive Officer and Chief Financial Officer, of the
design and effectiveness of our “disclosure controls and procedures” (as defined under Rules 13a-15(e) and 15d-15(e)
of the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on this evaluation, our Chief
Executive Officer and its Chief Financial Officer concluded that, as of the end of the period covered by this report, these disclosure
controls and procedures were not effective to provide reasonable assurance that information required to be disclosed in our Exchange
Act reports is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities
and Exchange Commission and is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.



The conclusion that our disclosure
controls and procedures were not effective is due to the inappropriate application of US GAAP rules as a result of deficiencies
that existed in the design or operation of our internal control over financial reporting.



The matters involving internal controls
and procedures that the Company’s management considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board are as follows: (1) lack of a functioning audit committee and lack of a majority of outside directors
on the Company's board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal
controls and procedures; (2) inadequate segregation of duties consistent with control objectives; (3) insufficient written policies
and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure
requirements; and (4) ineffective controls over period end financial disclosure and reporting processes.



The Company intends to (i) form an
Audit Committee that will establish policies and procedures that will provide the Board of Directors a formal review process that
will among other things, assure that management controls and procedures are in place and being maintained consistently; (ii) appoint
one or more outside directors and (iii) prepare and implement sufficient written policies and checklists which will set forth
procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure
requirements. The Company anticipates that these actions will remediate the related material weaknesses.





Changes in Internal Controls over
Financial Reporting



There have been no changes in our internal
controls over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.













|
|

ITEM 6. EXHIBITS AND REPORTS ON FORM
8-K

| | (a) | Exhibit index
| | --- | -------------



|Exhibit
        Number |  | Description of Exhibits                                                 
|---------------------- |  | ------------------------------------------------------------------------
|31.1                   |  | Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer * 
|                       |  |                                                                         
|31.2                   |  | Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer. *
|                       |  |                                                                         
|32.1                   |  | Section 1350 Certification of Chief Executive Officer*                  
|                       |  |                                                                         
|32.2                   |  | Section 1350 Certification of Chief Financial Officer *                 
|                       |  |                                                                         
|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**                



* Filed herewith.



** These exhibits were previously included
or incorporated by reference in Montalvo Spirits, Inc.’s Quarterly Report on Form 10-Q/A for the fiscal quarter ended December
31, 2012, filed with the Securities and Exchange Commission on February 28, 2013.





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.



|                         | MONTALVO SPIRITS, INC.            
|------------------------ | ----------------------------------
|                         | (Registrant)                      
|Date: April 25,
    2013 |                                   
|                         |                                   
|                         | By:                               
|                         | Name: Alex Viecco                 
|                         | Title: Chief Executive Officer    
|                         | (Principal Executive Officer)     
|                         |                                   
|                         | By:                               
|                         | Name: Carlos Gonzalez Rivera      
|                         | Title: Chief Operating Officer and
|                         | Chief Financial Officer           
|                         | (Principal Financial Officer)