UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K /A
Amendment #2
(Mark One)
|
[X] |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
|
For the fiscal year ended |
April 30, 2014 | |
|
[ ] |
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
|
For the transition period from |
[ ] to [ ] | |
|
Commission file number |
333-175941 | |
|
mCig, Inc. |
|
(Exact name of registrant as specified in its charter) |
|
Nevada |
|
27-4439285 |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
800 Bellevue Way NE, Suite 400, Bellevue, Washington |
|
98004 |
|
(Address of principal executive offices) |
|
(Zip Code) |
|
Registrant's telephone number, including area code: |
|
425-462-4219 |
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None.
|
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 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 last 90 days. | ||||||||
|
|
Yes x No ¨ | |||||||
|
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 registration statement 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 (§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 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| ||||||||
|
Large accelerated filer |
¨ |
Accelerated filer |
¨ |
| ||||
|
Non-accelerated filer |
¨ |
Smaller reporting company |
x |
| ||||
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | ||||||||
|
|
Yes ¨ No x | |||||||
|
As of October 31, 2013, the last day of registrant’s second fiscal quarter, the aggregate market value of the registrant’s common stock, $0.0001 par value, held by non-affiliates, computed by reference to the closing sale price of the common stock reported on the OTCQB as of October 31, 2013, was approximately $30,772,850. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date. The number of shares outstanding of each of the issuer’s classes of common equity as of August 12, 2014 was 270,135,000. | ||||||||
Documents Incorporated By Reference
None
Explanatory Note
mCig, Inc. (the “Company”) is filing this Amendment #2 on Form 10-K/A (the Amendment”) to the Company’s annual report on Form 10-K for the fiscal year ended April 30, 2014 (the “Form 10-K”), filed with the Securities and Exchange Commission on August 13, 2014 (the “Original Filing Date”), is solely for the purpose of furnishing Exhibit 101 – Interactive Data File (XBRL Exhibit) required by Rule 405 of Regulation S-T, which was not included with the Original Filing.
No other changes have been made to the Form 10-K. This Amendment 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.
|
|
|
|
2
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Exhibits. The following exhibits of the Company are included herein.
|
Exhibit No. |
|
Description |
|
3.1 |
|
Articles of Incorporation(1) |
|
3.2 |
|
Bylaws (1) |
|
3.3 |
|
Certificate of Designation filed with the Secretary of State of Nevada on July 23, 2014 (2) |
|
10.1 |
|
Joint Venture Agreement with Leadwill Corporation (1) |
|
10.2 |
|
Exclusive International Distributorship Agreement with Leadwill Corporation (1) |
|
10.3 |
|
Exclusive Technology License Agreement (1) |
|
10.4 |
|
Exclusive Distributorship Agreement with Epik Investments Limited (1) |
|
10.5 |
|
Joint Venture Agreement with LifeTech Japan Corporation (1) |
|
10.6 |
|
Exclusive Technology License Agreement with LifeTech Japan Corporation (1) |
|
10.7 |
|
Distributorship Partnership Agreement with SunPlex Limited (1) |
|
10.8 |
|
Debt Assignment, Consent and Release Agreement (1) |
|
10.9 |
|
Exclusive International Distributorship Agreement (1) |
|
10.10 |
|
Amendment to Stock Purchase Agreement (2) |
|
14.1 |
|
Financial Code of Ethics (2) |
|
99.1 |
|
Rule 13a-14(a) 15(d)-14(a) Certification of the Chief Executive Officer (2) |
|
99.2 |
|
Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (2) |
|
101.INS |
|
XBRL Instance Document (3) |
|
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document (3) |
|
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document (3) |
|
101.LAB |
|
XBRL Extension Labels Linkbase Document (3) |
|
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document (3) |
(1) Incorporated by references to our Amended Annual Report on Form 10-K/A, filed on April 21, 2014.
(2) Filed as an exhibit to the original Form 10-K for the year ended April 30, 2014, filed on August 13, 2014.
(3) In accordance with SEC rules, this interactive data file is deemed “furnished” and not “filed” for purposes of Sections 11 or 12 of the Securities Act of 1933 and Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under those sections or acts.
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, thereto duly authorized.
|
|
|
mCig Inc. |
|
|
|
(Registrant) |
|
Dated: August 21, 2014 |
|
/s/ Paul Rosenberg |
|
|
|
Paul Rosenberg |
|
|
|
President, Chief Executive Officer, and Director |
|
|
|
(Principal Executive Officer) |
3
|
Dated: August 21, 2014 |
|
/s/ Paul Rosenberg |
|
|
|
Paul Rosenberg |
|
|
|
President, Chief Financial Officer, Treasurer, and Director |
|
|
|
(Principal Accounting 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.
|
Dated: August 21, 2014 |
|
/s/ Paul Rosenberg |
|
|
|
Paul Rosenberg |
|
|
|
Director |
4