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| EXCEL - IDEA: XBRL DOCUMENT - Electronic Cigarettes International Group, Ltd. | Financial_Report.xls |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2013
or
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ___________ to ___________
Commission file number: 000-52745
Victory Electronic Cigarettes Corporation
(Exact name of registrant as specified in its charter)
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Nevada
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98-0534859
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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11355 Apple Drive
Nunica, MI 49448
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (616) 384-3272
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Name of each exchange on which registered:
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None
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None
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Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Act. Yes ¨ No þ
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 þ
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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III or this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company þ
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ
As of June 30, 2013, 53,344,000 shares of common stock were outstanding. The aggregate market value of the common stock held by non-affiliates of the registrant, as of June 28, 2013, the last business day of the second fiscal quarter, was approximately $17,258,640, based on price of $0.56 at which the registrant’s common equity was last sold as quoted on the Over-the-Counter Bulletin Board on that date. Shares of common stock held by each director, each officer and each person who owns 10% or more of the outstanding common stock have been excluded from this calculation in that such persons may be deemed to be affiliates. The determination of affiliate status is not necessarily conclusive.
The registrant had 71,299,899 shares of its common stock outstanding as of March 28, 2014.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
Victory Electronic Cigarettes Corporation (the “Company” or “we”) is filing this Amendment No. 1 (the “Amendment”) to our annual report on Form 10-K for the year ended December 31, 2013, filed on March 31, 2014 (the “Original Filing”) to provide the interactive data files required by Item 601(b)(101) of Regulation S-K and Sections 405 and 406T of Regulation S-T.
No changes have been made to the Original Filing other than to add the information as described above. This Amendment should be read in conjunction with the Original Filing. This Amendment speaks as of the date of the Original Filing, does not reflect events that may have occurred after the date of the Original Filing and does not modify or update in any way the disclosures made in the Original Filing, except as required to reflect the revisions discussed above.
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(a) The following documents are filed as part of this Report:
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(1)
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Financial Statements:
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The audited consolidated balance sheets of the Company as of December 31, 2013 and, 2012, the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended, the footnotes thereto, and the report of Accell Audit & Compliance P.A., independent auditors, are filed herewith.
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(2)
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Financial Schedules:
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None
Financial statement schedules have been omitted because they are either not applicable or the required information is included in the consolidated financial statements or notes hereto.
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(3)
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Exhibits:
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The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.
(b) The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which the exhibit was included.
Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solely for the benefit of the parties to the agreement. These representations and warranties:
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●
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may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, which disclosures are not necessarily reflected in the agreements;
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may apply standards of materiality that differ from those of a reasonable investor; and
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●
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were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.
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Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties were made or at any other time. Investors should not rely on them as statements of fact.
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Exhibit No.
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Description of Exhibit
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2.1
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Share Exchange Agreement dated April 2, 2013 among our Company, Victory Electronic Cigarettes, Inc. and the shareholders of Victory Electronic Cigarettes, Inc. (1)
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2.2*
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Share Exchange Agreement by and among Victory Electronic Cigarettes Corporation, Vapestick Holdings Ltd., and all the shareholders of Vapestick Holdings Ltd., dated December 15, 2013
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2.3
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Agreement and Plan of Merger by and among Victory Electronic Cigarettes Corporation, VCIG LLC, FIN Electronic Cigarette Corporation, Inc. and Elliot B. Maisel as Representative, dated February 12, 2014 (2)
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3.1(i)
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Certificate of Incorporation (3)
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3.1(ii)
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Bylaws (3)
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4.1
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Form of Convertible Note (4)
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4.2
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Form of Warrant (4)
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4.3
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Form of Convertible Note dated November 4, 2013 (5)
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4.4
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Form of Warrant issued to E-Cig Acquisition Company LLC (6)
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4.5
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Form of 15% Senior Secured Convertible Promissory Note issued in offerings in January and February 2014 (7)
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4.6
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Form of Warrant issued in offerings in January and February 2014 (7)
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4.7
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Form of Agent Warrant (8)
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10.1
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$200,000 Debenture dated January 31, 2013 issued by Victory Electronic Cigarettes LLC in favor of our company (1)
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10.2
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Security Agreement dated March 25, 2013 but effective as of January 31, 2013 between Victory Electronic Cigarettes Inc. as debtor and our company as secured party (1)
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10.3
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Return To Treasury Agreement dated June 18, 2013 between our company and Stephen Brady (9)
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10.4
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Non-Broker Private Placement Agreement dated May 1, 2013 between our company and Wolverton Securities Ltd. (9)
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10.5
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General Financial Advisory Agreement dated June 21, 2013 between our company and Wolverton Securities Ltd. (9)
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10.6
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Promissory Note with Brent Willis (10)
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10.7
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Promissory Note with Marc Hardgrove (10)
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10.8
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Promissory Note with David Martin (10)
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10.9
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Sales and Consulting Agreement dated December 30, 2013 (6)
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10.10
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Form of Securities Purchase Agreement from offerings in January and February 2014 (7)
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10.11
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Form of Registration Rights Agreement from offerings in January and February 2014 (7)
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10.12
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Form of Security Agreement from offerings in January and February 2014 (7)
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10.13
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Form of Promissory Notes dated February 28, 2014 (7)
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10.14
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Form of Registration Rights Agreement entered into by and among Victory Electronic Cigarettes Corporation and the FIN shareholders dated February 28, 2014 (7)
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10.15 †
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Employment Agreement with Brent Willis. (9)
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10.16 †
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Employment Agreement with Marc Hardgrove. (9)
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10.17 †
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Employment Agreement with Robert Hartford (11)
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10.18 †
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Director Agreement with Elliot B. Maisel (7)
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10.19 †
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2013 Stock Option Plan (9)
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14.1
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Code of Ethics (12)
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16.1
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Letter from Manning Elliot LLP dated June 27, 2013 (9)
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21.1*
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List of Subsidiaries
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31.1*
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Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2*
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Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1*
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Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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32.2*
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Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS **
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XBRL Instance Document
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101.SCH **
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XBRL Taxonomy Schema
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101.CAL **
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XBRL Taxonomy Calculation Linkbase
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101.DEF **
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XBRL Taxonomy Definition Linkbase
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101.LAB **
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XBRL Taxonomy Label Linkbase
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101.PRE **
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XBRL Taxonomy Presentation Linkbase
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In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
* Previously filed or furnished, as applicable, with the Original Filing.
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
† Management contract or compensatory plan or arrangement.
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(1)
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Filed as an Exhibit on Current Report to Form 8-K with the SEC on April 5, 2013.
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(2)
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Filed as an Exhibit on Current Report to Form 8-K with the SEC on February 19, 2014.
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(3)
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Filed as an Exhibit on Registration Statement on Form SB-2 with the SEC on May 15, 2007.
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(4)
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Filed as an Exhibit on Current Report to Form 8-K with the SEC on February 6, 2013.
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(5)
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Filed as an Exhibit on Quarterly Report on Form 10-Q with the SEC on November 14, 2013.
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(6)
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Filed as an Exhibit on Current Report to Form 8-K with the SEC on January 6, 2014.
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(7)
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Filed as an Exhibit on Current Report to Form 8-K with the SEC on March 6, 2014.
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(8)
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Filed as an Exhibit on Current Report to Form 8-K with the SEC on January 17, 2014.
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(9)
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Filed as an Exhibit on Current Report to Form 8-K with the SEC on June 28, 2013.
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(10)
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Filed as an Exhibit on Current Report to Form 8-K with the SEC on August 21, 2013.
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(11)
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Filed as an Exhibit on Current Report to Form 8-K with the SEC on July 12, 2013.
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(12)
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Filed as an Exhibit on Registration Statement on Form 10-KSB with the SEC on March 31, 2008.
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4
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.
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VICTORY ELECTRONIC CIGARETTE CORPORATION
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Date: April 1, 2014
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By:
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/s/ Brent David Willis
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Brent David Willis
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Chief Executive Officer, President and Secretary
(Principal Executive Officer)
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Date: April 1, 2014
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By:
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/s/ Robert Hartford
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Robert Hartford
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Chief Financial Officer and Treasurer
(Principal Financial Officer)
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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.
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Date: April 1, 2014
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By:
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/s/ Brent David Willis
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Brent David Willis
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Chief Executive Officer, President, Secretary and Director
(Principal Executive Officer)
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Date: April 1, 2014
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By:
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/s/ Robert Hartford
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Robert Hartford
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Chief Financial Officer and Treasurer
(Principal Financial Officer and Principal Accounting Officer)
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Date: April 1, 2014
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By:
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/s/ Elliot B. Maisel
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Elliot B. Maisel
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Vice Chairman and Lead Director
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Date: April 1, 2014
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By:
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/s/ Marc Hardgrove
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Marc Hardgrove
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Chief Creative Innovation Officer and Director
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Date: April 1, 2014
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By:
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/s/ Michael Clapper
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Michael Clapper
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President – International and Director
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Date: April 1, 2014
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By:
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/s/ James P. Geiskopf
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James P. Geiskopf
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Director
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Date: April 1, 2014
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By:
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/s/ William R. Fields
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William R. Fields
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Director
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Date: April 1, 2014
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By:
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/s/ Paul Herman
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Paul Herman
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Director
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