Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - CIG WIRELESS CORP.Financial_Report.xls
EX-32.2 - EXHIBIT 32.2 - CIG WIRELESS CORP.v407441_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - CIG WIRELESS CORP.v407441_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - CIG WIRELESS CORP.v407441_ex31-1.htm
EX-31.2 - EXHIBIT 31.2 - CIG WIRELESS CORP.v407441_ex31-2.htm

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A

Amendment No. 1

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2014

 

OR

 

¨  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: 000-53677

________________________________________

 

CIG WIRELESS CORP.

(Exact name of Registrant as specified in its charter)

 

Nevada   68-0672900
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)  

 

  11120 South Crown Way, Suite 1, Wellington, Florida 33414  
  (Address of principal executive offices, including zip code)  

 

  (561) 701-8484  
  (Registrant’s telephone number, including area code)  

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act:

 

  Title of each class  
  Common Stock, $0.00001 Par Value  

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of 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, as amended, during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x 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 x 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 of this Form 10-K or any amendment to this Form 10-K. x 

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Act (Check one):

 

Large accelerated filer ¨   Accelerated filer ¨
Non-accelerated filer ¨   Smaller reporting company x
(Do not check if a smaller reporting company)    

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨  No x

 

The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $6,759,846 as of June 30, 2014, based on the closing price of the Company’s common stock as reported on the Over the Counter Bulletin Board on that date. 

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: As of April 13, 2015, there were 85,047,426 shares of the Registrant’s common stock, $0.00001 par value per share, outstanding. 

 

Documents incorporated by reference: None.

 

 
 

 

EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 on Form 10-K/A is to amend the Annual Report on Form 10-K of CIG Wireless Corp. for the fiscal year ended December 31, 2014, filed with the Securities and Exchange Commission on April 15, 2015 (the “Form 10-K”), solely to furnish Exhibit 101 to the Form 10-K. Exhibit 101 provides the financial statements and related notes from the Form 10-K formatted in XBRL (Extensible Business Reporting Language).

 

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K continues to speak 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.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  CIG WIRELESS CORP.  
       
  By: /s/ Paul McGinn  
    Name:  Paul McGinn  
    Title: President, Principal Executive Officer and Director  
       
  By: /s/ Romain Gay-Crosier  
    Name: Romain Gay-Crosier  
    Title: Principal Financial Officer and Principal Accounting Officer  

 

Dated: April 16, 2015

 

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.

 

  /s/ Paul McGinn  
Name:  Paul McGinn  
Title: Chairman  
Dated: April 16, 2015  
     
  /s/ Gabriel Margent  
Name: Gabriel Margent  
Title: Director  
Dated: April 16, 2015  
     
  /s/ Grant Barber  
Name: Grant Barber  
Title: Director  
Dated: April 16, 2015  
     
  /s/ Jarret Cohen  
Name: Jarret Cohen  
Title: Director  
Dated: April 16, 2015  
     
  /s/ Scott Troeller  
Name: Scott Troeller  
Title: Director  
Dated: April 16, 2015  

 

 
 

 

Exhibits Index

 

Exhibit No.   Description of Document
     
Exhibit 31.1   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
Exhibit 31.2   Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
Exhibit 32.1   Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
     
Exhibit 32.2   Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
     
101.INS   XBRL Instance Document
     
101.SCH   XBRL Taxonomy Extension Schema
     
101.CAL   XBRL Taxonomy Extension Calculation Linkbase
     
101.DEF   XBRL Taxonomy Definition Linkbase
     
101.LAB   XBRL Taxonomy Extension label Linkbase
     
101.PRE   XBRL Taxonomy Extension Presentation Linkbase

 

* This certification is deemed not filed for purposes of section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.