SDIG / Stronghold Digital Mining, Inc. - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

StationDigital FORM 10-Q/A (Quarterly Report)

10-Q/A 1 sdig10qa.htm FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2015 Commission File Number 000-55471 STATIONDIGITAL CORPORATION (formerly known as Alarming Devices, Inc.) (Exact name of registrant

StationDigital FORM 10-Q (Quarterly Report)

sdig_10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2015 Commission File Number 000-55471 STATIONDIGITAL CORPORATION (formerly known as Alarming Devices, Inc.) (Exact name of registrant as specified in its charter) Delaware 26-

Current Report

sdig8k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2015 STATIONDIGITAL CORPORATION (formerly known as Alarming Devices, Inc.) (Exact Name of Registrant as Specified in its Charter) Delaware 333-157010 26-3062

StationDigital NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 333-157010 NOTIFICATION OF LATE FILING ? Form 10-K ? Form 11-K ? Form 20-F ? Form 10-Q ? Form N-SAR For Period Ended: June 30, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form N-SAR For the Transition Period Ended: Nothing

STATIONDIGITAL CORPORATION WARRANT TO PURCHASE SHARES OF COMMON STOCK

Exhibit 10.03 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SUCH ACT AND ANY APPLICABLE STA

CONVERTIBLE PROMISSORY NOTE

Exhibit 10.02 CONVERTIBLE PROMISSORY NOTE Effective Date: July 24, 2015 U.S. $57,500.00 FOR VALUE RECEIVED, StationDigital Corporation, a Delaware corporation (?Borrower?), promises to pay to St. George Investments LLC, a Utah limited liability company, or its successors or assigns (?Lender?), $57,500.00 and any interest, fees, charges, and late fees on the date that is eight (8) months after the

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 s1015428k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2015 STATIONDIGITAL CORPORATION (formerly known as Alarming Devices, Inc.)

Securities Purchase Agreement

Exhibit 10.01 Securities Purchase Agreement This Securities Purchase Agreement (this ?Agreement?), dated as of July 24, 2015, is entered into by and between StationDigital Corporation, a Delaware corporation (?Company?), and St. George Investments LLC, a Utah limited liability company, its successors and/or assigns (?Investor?). A. Company and Investor are executing and delivering this Agreement i

SDIG / StationDigital Corporation / Storm Edward - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ) STATIONDIGITAL CORPORATION (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 85769Y107 (CUSIP Number) Edward Storm 655 North 163rd

SDIG / StationDigital Corporation / ROBERTS TIMOTHY - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 StationDigital Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 85769Y107 (CUSIP Number) July 14, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

StationDigital 8-A12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 STATIONDIGITAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 26-3062327 (State of incorporation or organization) (I.R.S. Employer Identification No.) Highlands Plaza T

July 6, 2015

Exhibit 16.01 July 6, 2015 Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549 RE: StationDigital Corporation We have read the statements that we understand StationDigital Corporation will include under Item 4.01 of the Form 8-K report it will file regarding the recent change of auditors. We agree with such statements made regarding our firm. Very truly yours, /s/ De Joya Gri

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 2, 2015 STATIONDIGITAL CORPORATION (formerly known as Alarming Devices, Inc.) (Exact Name of Registrant

SECURITY AGREEMENT (ALL ASSETS)

SECURITY AGREEMENT (ALL ASSETS) This SECURITY AGREEMENT (this "Agreement") is made as of the 1st day of May, 2015 by Station Digital Corporation.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1)

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 March 31, 2015 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-1

StationDigital Corporation CONVERTIBLE SECURED PROMISSORY NOTE Due June 1, 2015

Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS COVERING SUCH NOTE, OR BORROWER RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO IT STATING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2015 Commission File Number 333-157010 STATIONDIGITAL CORPORATION (formerly known as Alarming Devices, Inc.) (Exact name of registrant as specified in its charter) Delaware 26-3062327 (St

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 32.01 CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 I, Rhonda Rosen, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of StationDigital Corporation on Form 10-K for the fisca

STATIONDIGITAL CORPORATION 15% SENIOR SECURED CONVERTIBLE NOTE DUE February 15, 2016 [nine month maturity]

Exhibit 10.26 THIS NOTE HAS NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS COVERING SUCH NOTE, OR BORROWER RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO IT STATIN

[Signature Page to StationDigital Corporation Securities Purchase Agreement Follows]

Exhibit 10.17 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT, dated as of May 1, 2015 (this ?Agreement?), by and among StationDigital Corporation, a Delaware corporation (the ?Company?), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?) and solely for purposes of Section 9 hereof, Steel Pier Ca

[Signature Page to StationDigital Corporation Securities Purchase Agreement Follows]

Exhibit 10.22 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT, dated as of May 4, 2015 (this ?Agreement?), by and among StationDigital Corporation, a Delaware corporation (the ?Company?), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?) and solely for purposes of Section 9 hereof, Steel Pier Ca

PROMISSORY NOTE

Exhibit 10.21 PROMISSORY NOTE $12,500 May 1, 2015 FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, STATIONDIGITAL CORPORATION, INC., a Delaware corporation (the ?Maker?), hereby unconditionally promises to pay to the order of Mr. Ra Ung (the ?Noteholder,? and together with the Maker, the ?Parties?), the principal amount of $12,500 (the ?Loan?), together with all accrue

ESCROW AGREEMENT

Exhibit 10.16 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this ?Agreement?) is made as of March 16, 2015, by and among StationDigital Corporation, a Delaware corporation (the ?Company?) and Sichenzia Ross Friedman Ference LLP (the ?Escrow Agent?). W I T N E S S E T H: WHEREAS, the Company is conducting a private placement of a 15% senior secured note in the principal amount of $500,000 and a warrant t

CERTIFICATION

Exhibit 31.02 CERTIFICATION I, Steve Marr, certify that: 1. I have reviewed this annual report on Form 10-K of StationDigital Corporation; 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 respe

STATIONDIGITAL CORPORATION 15% SENIOR SECURED CONVERTIBLE NOTE DUE February 5, 2015 [nine month maturity]

Exhibit 10.23 THIS NOTE HAS NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS COVERING SUCH NOTE, OR BORROWER RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO IT STATIN

STATIONDIGITAL CORPORATION COMMON STOCK PURCHASE WARRANT

Exhibit 10.19 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

STATIONDIGITAL CORPORATION 15% SENIOR SECURED CONVERTIBLE NOTE DUE DECEMBER 16, 2015 [nine month maturity]

EX-10.14 5 s100967ex10-14.htm EXHIBIT 10.14 Exhibit 10.14 THIS NOTE HAS NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS COVERING SUCH NOTE, OR BORROWER RECEIVES A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2014 Commission File Number 000-51427 STATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2014 Commission File Number 000-51427 STATIONDIGITAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 26-3062327 (State or other jurisdiction of incorporation or organ

STATIONDIGITAL CORPORATION COMMON STOCK PURCHASE WARRANT

Exhibit 10.15 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Term Sheet the Acquisition of Assets Network Foundation Technologies, LLC by StationDigital Corporation January 19, 2015

Exhibit 10.12 Term Sheet for the Acquisition of Assets of Network Foundation Technologies, LLC by StationDigital Corporation January 19, 2015 This term sheet (?Term Sheet?) summarizes the principal terms of the proposed combination (the ?Combination?) of Network Foundation Technologies, LLC (?NIFTY?) and StationDigital Corporation (?StationDigital?) NIFTY NIFTY is a closely-held private California

Amended and Restated SECURITIES PURCHASE AGREEMENT By and Among STATIONDIGITAL CORPORATION, EACH PURCHASER OF NOTES IDENTIFIED ON THE SIGNATURE PAGES HERETO (EACH, INCLUDING ITS SUCCESSORS AND ASSIGNS, A “PURCHASER” AND COLLECTIVELY THE “PURCHASERS”)

Exhibit 10.13 Amended and Restated SECURITIES PURCHASE AGREEMENT By and Among STATIONDIGITAL CORPORATION, EACH PURCHASER OF NOTES IDENTIFIED ON THE SIGNATURE PAGES HERETO (EACH, INCLUDING ITS SUCCESSORS AND ASSIGNS, A ?PURCHASER? AND COLLECTIVELY THE ?PURCHASERS?) and solely for purposes of Section 9 hereof, Steel Pier Capital Advisors, LLC, as collateral agent Dated as of March 16, 2015 AMENDED A

STATIONDIGITAL CORPORATION COMMON STOCK PURCHASE WARRANT

Exhibit 10.27 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

STATIONDIGITAL CORPORATION COMMON STOCK PURCHASE WARRANT

Exhibit 10.24 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

STATIONDIGITAL CORPORATION 15% SENIOR SECURED CONVERTIBLE NOTE DUE February 2, 2015 [nine month maturity]

Exhibit 10.18 THIS NOTE HAS NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS COVERING SUCH NOTE, OR BORROWER RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO IT STATIN

PROMISSORY NOTE

Exhibit 10.20 PROMISSORY NOTE $20,000 April 7, 2015 FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, STATIONDIGITAL CORPORATION, INC., a Delaware corporation (the ?Maker?), hereby unconditionally promises to pay to the order of STEVE SJOBLAD, a Director of the Maker (the ?Noteholder,? and together with the Maker, the ?Parties?), the principal amount of $20,000 (the ?Lo

[Signature Page to StationDigital Corporation Securities Purchase Agreement Follows]

Exhibit 10.25 AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT, dated as of May 14, 2015 (this ?Agreement?), by and among StationDigital Corporation, a Delaware corporation (the ?Company?), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?) and solely for purposes of Section 9 hereof, Steel Pier C

STATIONDIGITAL CORPORATION SECOND AMENDMENT IN CONNECTION WITH THE AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT DATED AUGUST 26, 2014 THE DATE OF THIS SECOND AMENDMENT IS JANUARY 14, 2015

Exhibit 10.11 STATIONDIGITAL CORPORATION SECOND AMENDMENT IN CONNECTION WITH THE AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT DATED AUGUST 26, 2014 THE DATE OF THIS SECOND AMENDMENT IS JANUARY 14, 2015 Reference is made to the Amended and Restated Securities Purchase Agreement, dated August 26, 2014 (the ?SPA?), by and among StationDigital Corporation (the ?Company?), each purchaser of 12% s

CERTIFICATION

Exhibit 31.01 CERTIFICATION I, Louis Rossi, certify that: 1. I have reviewed this annual report on Form 10-K of StationDigital Corporation; 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 resp

StationDigital NT 10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-157010 NOTIFICATION OF LATE FILING ? Form 10-K ? Form 11-K ? Form 20-F ? Form 10-Q ? Form N-SAR For Period Ended: March 31, 2015 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form N-SAR For the Transition Period Ended: Nothing

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2015 STATIONDIGITAL CORPORATION (formerly known as Alarming Devices, Inc.) (Exact Name of Registra

NBA Champion John Salley Joins StationDigital’s Advisory Board Basketball Star to widen and drive more visibility to StationDigital audience

Exhibit 99.1 NBA Champion John Salley Joins StationDigital?s Advisory Board Basketball Star to widen and drive more visibility to StationDigital audience St. Louis, MO, April 16, 2015 ? StationDigital Corporation (OTCQB: SDIG), an internet media delivery platform for free streaming of music and video content, today announced that John Salley, noted wellness advocate, TV Host, and four-time NBA Cha

CONSULTING AGREEMENT

Exhibit 1.01 CONSULTING AGREEMENT This CONSULTING Agreement (this ?Agreement?), entered into on April 16, 2015 (the ?Effective Date?), sets forth the arrangement between JSP, Inc., a California corporation with an office at 2533 N. Beachwood Drive, Los Angeles, CA 90068 (the ?Consultant?), and StationDigital Corporation, a Delaware corporation with its principal place of business located at 5700 O

StationDigital NT 10-K

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-128226 NOTIFICATION OF LATE FILING T Form 10-K ? Form 11-K ? Form 20-F ? Form 10-Q ? Form N-SAR For Period Ended: December 31, 2014 ? Transition Report on Form 10-K ? Transition Report on Form 10-Q ? Transition Report on Form 20-F ? Transition Report on Form N-SAR For the Transition Period Ended: Nothi

SDIG / StationDigital Corporation / Marshall Michael John - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. ) STATIONDIGITAL CORPORATION (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE (Title of Class of Securities) 85769Y107 (CUSIP Number) December 31, 2014 (Date of Event which Requires Filing This Statement) Check the appropriate box to designate the Rule pursuant to which thi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 13, 2015 STATIONDIGITAL CORPORATION (formerly known as Alarming Devices, Inc.) (Exact Name of Regist

StationDigital Corporation Conference

StationDigital Corporation Conference Call Highlights ST. LOUIS, Dec. 12, 2014 /PRNewswire/ - Internet radio and digital broadcast platform provider StationDigital Corporation (OTCQB: SDIG) today announced highlights from the Company's recent quarterly conference call. The full conference call can be heard here http://public.viavid.com/index.php?id=112154. Highlights Included: · Increasing revenue

Financial Statements and Exhibits, Other Events

8-K 1 sdig-2014dec168k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 12, 2014 STATIONDIGITAL CORPORATION (formerly known as Alarming

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2014 Commission File Number 333-157010 STATIONDIGITAL CORPORATION (formerly known as Alarming Devices, Inc.) (Exact name of registrant as specified in its charter) Delaware 26-3062327

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2014 STATIONDIGITAL CORPORATION (formerly known as Alarming Devices, Inc.)

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2014 STATIONDIGITAL CORPORATION (formerly known as Alarming Devices, Inc.) (Exact Name of Regis

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 June 30, 2014 Commission Fi

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 June 30, 2014 Commission File Number 333-157010 STATIONDIGITAL CORPORATION (formerly known as Alarming Devices, Inc.) (Exact name of registrant as specified in its charter) Dela

SDIG / StationDigital Corporation NT 10-Q - - FORM 12B-25

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 333-128226 NOTIFICATION OF LATE FILING ¨ Form 10-K ¨ Form 11-K ¨ Form 20-F T Form 10-Q ¨ Form N-SAR For Period Ended: September 30, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 10-Q ¨ Transition Report on Form 20-F ¨ Transition Report on Form N-SAR For the Transition Period Ended: Noth

Warrant, as Amended.

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 sdig-2014nov128k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2014 STATIONDIGITAL CORPORATION (formerly known as Alarming

15% Senior Secured Convertible Note.

EX-10.3 4 ex-103.htm EX-10.3 THIS NOTE HAS NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS COVERING SUCH NOTE, OR BORROWER RECEIVES AN OPINION OF COUNSEL ACCEPTAB

Amendment by and between StationDigital Corporation and the Purchasers set forth therein, dated November 7, 2014.

STATIONDIGITAL CORPORATION AMENDMENT IN CONNECTION WITH THE AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT DATED AUGUST 26, 2014 THE DATE OF THIS AMENDMENT IS NOVEMBER 7, 2014 Reference is made to the Amended and Restated Securities Purchase Agreement, dated August 26, 2014 (the "SPA"), by and among StationDigital Corporation (the "Company"), each purchaser of 12% senior secured convertible notes (the "Notes") and warrants to purchase shares of common stock of the Company (the "Warrants") as identified on the signature pages thereto (the "Purchasers") and Steel Pier Capital Advisors, LLC, as the collateral agent.

Amended and Restated Securities Purchase Agreement by and between StationDigital Corporation and Eagle Venture Management, LLC, dated August 26, 2014.

AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT, dated as of August 26, 2014 (this "Agreement"), by and among Stationdigital Corporation, a Delaware corporation (the "Company"), each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers") and solely for purposes of Section 9 hereof, Steel Pier Capital Advisors, LLC, in its capacity as collateral agent (the "Collateral Agent").

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 2, 2014 STATIONDIGITAL CORPORATION (formerly known as Alarming Devices, Inc.) (Exact Name of Regis

StationDigital Corporation Appoints Industry Veteran Steve Marr to CFO Mr. Marr to Expand the Company's Aggressive Growth Plans in the Streaming Market – Will Leverage Experience Lowering Operational Expenses and Improving Profits

StationDigital Corporation Appoints Industry Veteran Steve Marr to CFO Mr. Marr to Expand the Company's Aggressive Growth Plans in the Streaming Market ? Will Leverage Experience Lowering Operational Expenses and Improving Profits ST. LOUIS ? Sept. 2, 2014 ? Internet radio and digital broadcast platform provider StationDigital Corporation (OTCQB: SDIG) today announced the appointment of Steve Marr

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2014 STATIONDIGITAL CORPORATION (formerly known as Alarming Devices, Inc.) (Exact Name of Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q/A (Amendment No. 1)

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 June 30, 2014 or o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2014 Commission File Number 333-157010

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2014 Commission File Number 333-157010 STATIONDIGITAL CORPORATION (formerly known as Alarming Devices, Inc.) (Exact name of registrant as specified in its charter) Delaware 26-3062327 (Sta

July 23, 2014

EX-16.1 2 ex-161.htm EX-16.1 EXHIBIT 16.1 July 23, 2014 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Dear Sir or Madam: We have read the statements of StationDigital Corporation, f/k/a Alarming Devices, Inc. (the "Company") pertaining to our firm included under Item 4.01 of Form 8-K dated June 6, 2014 and agree with such statements as they pertain to our firm. We have

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2014 STATIONDIGITAL CORPORATION (formerly known as Alarming Devices, Inc.) (Exact Name of Registrant

Form of Warrant

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEM

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2014 STATIONDIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 333

Form of Security Agreement

SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Agreement") is made this day of June, 2014, by and between STATIONDIGITAL CORPORATION, a Delaware corporation ("Borrower"), and STEEL PIER CAPITAL ADVISORS, LLC, a Delaware limited liability company ("SPCA") in its capacity as collateral agent on behalf of the several purchasers (each a "Purchaser" and collectively, the "Purchasers") who have as of the date hereof, or will hereafter, enter into a Securities Purchase Agreement with the Borrower.

Form of Securities Purchase Agreement

SECURITIES PURCHASE AGREEMENT By and Among STATIONDIGITAL CORPORATION and EACH PURCHASER OF NOTES IDENTIFIED ON THE SIGNATURE PAGES HERETO (EACH, INCLUDING ITS SUCCESSORS AND ASSIGNS, A "PURCHASER" AND COLLECTIVELY THE "PURCHASERS") Dated as of June , 2014 SECURITIES PURCHASE AGREEMENT, dated as of June , 2014 (this "Agreement"), by and between StationDigital Corporation, a Nevada corporation (the "Company") and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

Form of Secured Convertible Note

THIS NOTE HAS NOT BEEN REGISTERED UNDER EITHER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS COVERING SUCH NOTE, OR BORROWER RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO IT STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT, OFFER, PLEDGE OR OTHER DISTRIBUTION FOR VALUE IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

- FORM 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2014 STATIONDIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 3

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 13, 2014 STATIONDIGITAL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 333

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated effective as of this 10th day of June, 2014 (“Employment Date”), between STATIONDIGITAL CORPORATION, a Delaware corporation ("Company"), and Louis Raymond Rossi ("Employee") and does not take effect until Timothy Roberts voluntarily resigns as Chief Executive Officer of the Company.

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 6, 2014 STATIONDIGITAL CORPORATION (formerly known as Alarming Devices, Inc.) (Exact Name of Registrant

Master Services Agreement

EX-10.1 2 v380933ex10-1.htm EXHIBIT 10.1 Master Services Agreement This MASTER SERVICES AGREEMENT (“Agreement”) is made and entered into as of May 15, 2014 (the “Effective Date”), by and between CloudWebStore, Inc., a Missouri limited liability with offices located at 5042 Wilshire Blvd, #26900, Los Angeles, CA 90036 (the “Company”), and StationDigital Corporation, a Delaware corporation with offi

STATIONDIGITAL CORPORATION Promissory Note Los Angeles, California May 15, 2014

STATIONDIGITAL CORPORATION Promissory Note Los Angeles, California May 15, 2014 FOR VALUE RECEIVED, the undersigned, STATIONDIGITAL CORPORATION, a Delaware corporation (the “Company”), having a principal place of business located at 9465 Wilshire Blvd, Suite 300, Beverly Hills, CA 90212, hereby promises to pay to GoldenHeart Holdings LLC (“Holder”), the principal amount of Five Million Six Hundred

INTRODUCTION TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

EX-99.1 6 v378247ex99-1.htm EXHIBIT 99.1 INTRODUCTION TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On April 23, 2014, Alarming Devices, Inc., a Nevada corporation (the “Registrant” or the “Company”), entered into and consummated the Agreement and Plan of Merger (the “Merger Agreement”) with StationDigital, Inc., a Delaware corporation (“StationDigital”). Upon consummation of the transacti

- 10-QT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ¨ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 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 January 1, 2014 to March 31, 2014 Commission File Number 333-157010 STATIONDIGITAL CORPORATION (formerly k

- NT 10-Q

OMB APPROVAL UNITED STATES OMB Number: . . . . . . . . . . . 3235-0058 SECURITIES AND EXCHANGE COMMISSION Expires: . . . . . . . . . . . .August 31, 2015 Washington, D.C. 20549 Estimated average burden hours per response . . . . . . . . . . . . . 2.50 FORM 12b-25 SEC FILE NUMBER NOTIFICATION OF LATE FILING 333-157010 CUSIP NUMBER 011651 106 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 1

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No.

StationDigital Announces Going Public Transaction with Alarming Devices, Inc.

StationDigital Announces Going Public Transaction with Alarming Devices, Inc. LOS ANGELES – April 23, 2014 – LA-based Internet radio and digital media broadcasting platform StationDigital, Corporation. (OTCQB: ALDV) (the “Company”), today announced that it has gone public via a reverse merger with Alarming Devices, Inc. “This move now enables StationDigital to fully capitalize on our fast growth a

PLAN OF CONVERSION STATIONDIGITAL CORPORATION a Nevada corporation, STATIONDIGITAL CORPORATION, a Delaware corporation

PLAN OF CONVERSION OF STATIONDIGITAL CORPORATION a Nevada corporation, INTO STATIONDIGITAL CORPORATION, a Delaware corporation This PLAN OF CONVERSION (this “Plan”), dated as of April [●], 2014, is hereby adopted by StationDigital Corporation.

StationDigital, Inc. (A Development Stage Company) Pro Forma Balance Sheet

INTRODUCTION TO UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On April 23, 2014, StationDigital , Inc.

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION This Agreement of Merger and Plan of Reorganization (this “Agreement”) is entered into as of April 23, 2014 by and among ALARMING DEVICES, INC.

STATIONDIGITAL, INC. (A Development Stage Company) FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

STATIONDIGITAL, INC. (A Development Stage Company) FINANCIAL STATEMENTS REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders StationDigital, Inc. We have audited the accompanying balance sheets of StationDigital, Inc. (A Development Stage Company) (the “Company”) as of December 31, 2013 and 2012, and the related statements of operations, stockholders’

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Financial Statements and Exhibits, Results of Operations and Financial Condition, Completion of Acquisition or Disposition of Assets - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 23, 2014 STATIONDIGITAL CORPORATION (formerly known as Alarming Devices, Inc.) (Exact Name of Registra

AMENDED AND RESTATED BYLAWS STATIONDIGITAL CORPORATION (formerly, Alarming Devices, Inc.) ARTICLE I

AMENDED AND RESTATED BYLAWS OF STATIONDIGITAL CORPORATION (formerly, Alarming Devices, Inc.

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ALARMING DEVICES, INC. (PURSUANT TO NRS 78.385 and 78.390) ARTICLE I

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF ALARMING DEVICES, INC. (PURSUANT TO NRS 78.385 and 78.390) ARTICLE I The name of the corporation is StationDigital Corporation (the “Corporation”). ARTICLE II The address of the Corporation’s resident agent in the State of Nevada is State Agent and Transfer Syndicate, Inc., 112 North Curry Street, Carson City, NV 89703. ARTICLE III The purpose of t

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ALARMING DEVICES, INC. April 17, 2014 VIA EDGAR ONLY United States Securities and Exchange Commission Mail Stop 4720 Washington, D.C. 20549 Attention: Mara L. Ransom Assistant Director Re: Alarming Devices, Inc. Form 8-K Filed March 14, 2014 File No. 333-157010 Dear Ms. Ransom: Please be advised that the undersigned is the duly-appointed Chief Executive Officer of Alarming Devices, Inc., the above

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 v37485910q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: February 28, 2014 or ALARMING DEVICES, INC. (Exact name of registrant as specified in its charter) Nevada 26-3062327 (State or other jurisdiction of incorporation or org

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR For Period Ended: February 28, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Tran

Changes in Control of Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2014 ALARMING DEVICES, INC. (Exact Name of Registrant as Specified in its Charter) Nevada 333-1570

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No. 1)

10-Q/A 1 v36590410qa.htm 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter year ended November 30, 2013 Commission File Number 333-157010 ALARMING DEVICES, Inc. (Exact name of registrant as specified in its charter) Nevada 26-3062327 (State or

StationDigital FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2013 ALARMING DEVICES, INC. (Exact name of registrant as specified in its charter) Nevada 26-3062327 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporati

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR For Period Ended: November 30, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Tran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2013 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 333-157010 ALARMING DEVICES, InC.

- NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form N-SAR For Period Ended: August 31, 2013 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transi

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2013 ALARMING DEVICES, INC. (Exact name of registrant as specified in its charter) Nevada 26-3062327 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 28, 2013 ALARMING DEVICES, INC. (Exact name of registrant as specified in its charter) Nevada 26-3062327 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter year ended November 30, 2012 £ TRANSITION REPORT PURSUANT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 333-157

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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: 333-157010 ALARMING DEVICES,

Financial Statements and Exhibits - 8-K

SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2013 ALARMING DEVICES, INC.

PLS CPA, A PROFESSIONAL CORP. · 4725 MERCURY STREET # 210 · SAN DIEGO · CALIFORNIA 9211 · · TELEPHONE (858) 722-5953 · FAX (858) 433-2979 · FAX (858) 433-2979 · E-MAIL [email protected] ·

PLS CPA, A PROFESSIONAL CORP. · 4725 MERCURY STREET # 210 · SAN DIEGO · CALIFORNIA 9211 · · TELEPHONE (858) 722-5953 · FAX (858) 433-2979 · FAX (858) 433-2979 · E-MAIL [email protected] · January 11, 2013 Securities and Exchange Commission 100 F Street, NE Washington, DC 20549-7561 Re: Alarming Devices, Inc. Dear Madame or Sir On January 11, 2013 our appointment as auditor for Alarming Devices,

- FORM NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR For Period Ended: November 30, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Tran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2012 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 333-157010 ALARMING DEVICES, Inc.

- FORM 12B-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form N-SAR For Period Ended: August 31, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 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: 333-157010 ALARMING DEVICES, INC.

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR For Period Ended: May 31, 2012 £ Transition Report on Form 10-K £ Transition Report on Form 20-F £ Transition Report on Form 11-K £ Transition Report on Form 10-Q £ Transition Report on Form N-SAR For the Transitio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 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: 333-157010 ALARMING DEVICES,

- NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form N-SAR For Period Ended: February 29, 2012 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Tran

_______________________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A (Amendment No. 1) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2011 ? 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: 333-15701

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q S QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2011 £ 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: 333-157010 ALARMING DEVICES,

- ALARMING DEV NT 10Q 113011

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form N-SAR For Period Ended: November 30, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Tran

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2011 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2011 o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-157010 ALARMING DEVICES, INC.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2011 ALARMING DEVICES, INC. (Exact name of registrant as specified in its charter) Nevada 333-157010 26-3062327 (State or other jurisdiction (Commission (IRS Employer of

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2011  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 31, 2011 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 333-157010 ALARMING DEVICES, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form N-SAR For Period Ended: August 31, 2011 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-SAR For the Transi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: May 31, 2011 [ ] 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: 333-157010 ALARMING DEVICES, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: February 28, 2011 o 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: 333-157010 ALARMING DEVICES,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2009 ? 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: 333-157010 ALARMING DEVICES,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A* x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: November 30, 2010 o 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: 333-157010 ALARMING DEVICE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: November 30, 2010 o 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: 333-157010 ALARMING DEVICES,

SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1* x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: August 31, 2010 o 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: 333-157010 ALARMING DEVICES, INC. (Exact

SECURITIES AND EXCHANGE COMMISSION

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: August 31, 2010 o 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: 333-157010 ALARMING DEVICES, INC. (Exact name of registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: May 31, 2010 [ ] 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: 333-157010 ALARMING DEVICES, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: May 31, 2010 [ ] 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: 333-157010 ALARMING DEVICES, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: February 28, 2010 o 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: 333-157010 ALARMING DEVICES,

Alarming Devices, Inc.

November 24, 2009 United States Securities and Exchange Commission 450 Fifth Street N.

Alarming Devices, Inc.

November 23, 2009 United States Securities and Exchange Commission 450 Fifth Street N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5* to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALARMING DEVICES, INC. (Exact name of registrant as specified in its charter) (State or other

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5* to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALARMING DEVICES, INC. (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 3600 (Primary Standard Industrial Classification Code Number) 26-3062327 (I.R.S. Employer Ident

Alarming Devices, Inc.

November 5, 2009 Mara L. Ransom Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Amendment No. 3 to Registration Statement on Form S-1 Filed October 26, 2009 File No. 333-157010 Dear Ms. Ransom: Thank you for your letter dated October 30, 2009 and your assistance in regards to our above filing. We have endeavored to edit our submission in consideration of your recom

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALARMING DEVICES, INC. (Exact name of registrant as specified in its charter) (State or other

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALARMING DEVICES, INC. (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 3600 (Primary Standard Industrial Classification Code Number) 26-3062327 (I.R.S. Employer Identi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALARMING DEVICES, INC. (Exact name of registrant as specified in its charter) (State or other

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALARMING DEVICES, INC. (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 3600 (Primary Standard Industrial Classification Code Number) 26-3062327 (I.R.S. Employer Identi

Alarming Devices, Inc. www.alarmingdevices[dot]com 775-284-3707

Alarming Devices, Inc. October 15, 2009 Ramin M. Olson Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Registration Statement on Form S-1 for Filed January 29, 2009 File No. 333-157010 Dear Ramin M. Olson, Thank you for your letter dated August 7, 2009 and your assistance in regards to our above filing. We have endeavored to edit our submission in consideration of

SUBSCRIPTION AGREEMENT ALARMING DEVICES, INC. 112 North Curry Street, Carson City, Nevada, 89703-4934 Telephone 775 284 3707

SUBSCRIPTION AGREEMENT ALARMING DEVICES, INC. 112 North Curry Street, Carson City, Nevada, 89703-4934 Telephone 775 284 3707 A. Instructions. Each person considering subscribing for the Shares should review the following instructions: Subscription Agreement: Please complete, execute and deliver to the Company the enclosed copy of the Subscription Agreement. The Company will review the materials an

Alarming Devices, Inc.

July 24, 2009 July 24, 2009 Ramin M. Olson Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Registration Statement on Form S-1 for Filed January 29, 2009 File No. 333-157010 Dear Mr. Olson, Thank you for your comment and assistance in regards to our above filing. We have endeavored to edit our submission in consideration of your recommendations. General 1. We have c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALARMING DEVICES, INC. (Exact name of registrant as specified in its charter) (State or other

S-1/A 1 alarmingdev-s1a2.htm ALARMING DEVICES S-1A2 File No. 333-157010 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALARMING DEVICES, INC. (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 3600 (Primary Standard I

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1A Amendment No. 1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALARMING DEVICES, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1A Amendment No. 1 to REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALARMING DEVICES, INC. (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 3600 (Primary Standard Industrial Classification Code Number) 26-3062327 (I.R.S. Employer Ident

Alarming Devices, Inc.

March 20, 2009 Ramin M. Olson, Esq. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Registration Statement on Form S-1 for Filed January 29, 2009 File No. 333-157010 Dear Mr. Olson, Thank you for your comment and assistance in regards to our above filing. We have endeavored to edit our submission in consideration of your recommendations. We have provided a currentl

BYLAWS ALARMING DEVICES, INC. A Nevada Corporation ARTICLE I 1. Annual Meeting

EX-3.(II) 4 ex3-2.htm BY-LAWS BYLAWS OF ALARMING DEVICES, INC. A Nevada Corporation ARTICLE I SHAREHOLDERS 1. Annual Meeting A meeting of the shareholders shall be held annually for the elections of directors and the transaction of other business on such date in each year as may be determined by the Board of Directors, but in no event later than 100 days after the anniversary of the date of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALARMING DEVICES, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALARMING DEVICES, INC. (Exact name of registrant as specified in its charter) NEVADA (State or other jurisdiction of incorporation or organization) 3600 (Primary Standard Industrial Classification Code Number) 26-3062327 (I.R.S. Employer Identification Number) 11

ARTICLES OF INCORPORATION (PURSUANT TO NRS 78)

ROSS MILLER Secretary of State 206 North Carson Street Carson City, Nevada 89701-4299 (775) 684 5708 Website: www.