WHITE FOX VENTURES, INC. - FORM 10-K/A - June 9, 2016

Attached files

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EX-32.2 - 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 - WHITE FOX VENTURES, INC.ex32-2.htm
EX-32.1 - 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 - WHITE FOX VENTURES, INC.ex32-1.htm
EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER REQUIRED BY RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - WHITE FOX VENTURES, INC.ex31-2.htm
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER REQUIRED BY RULE 13A-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 - WHITE FOX VENTURES, INC.ex31-1.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
 
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, 2015
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 333-178624
 
WHITE FOX VENTURES, INC.
 (Exact Name of Registrant as Specified in its Charter)

387 Park Avenue South, 5th Floor
New York, NY 10016
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
 
(646) 952-8847
REGISTRANT’S TELEPHONE NUMBER

BREATHE ECIG CORP.
(FORMER NAME OR FORMER ADDRESS, IF CHANGES SINCE LAST REPORT)
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Name of each exchange on which registered
Common Stock, $0.001 par value
  
 None
 
 
 
 
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act from their obligations under those Sections.o Yes x No
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  o 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 (Sec. 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).   o  Yes       x  No
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Sec. 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. o  Yes      x  No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large Accelerated Filer o
  
Non-accelerated Filer o
     
 Accelerated Filer o
  
Smaller Reporting Company x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes      x No
 
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant computed by reference to the price at which the common equity was last sold, or the average bid and ask price for such common equity was approximately $16,928,531 (based on a quoted price of $0.0797 per common stock share at the close of business on June 30, 2015.
 
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.        o Yes      oNo
 
APPLICABLE ONLY TO CORPPORATE ISSUERS
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the last practical date: 2,740,383,917 shares of common stock, $0.001 par value as of May 10, 2016.

DOCUMENTS INCORPORATED BY REFERENCE
 
 
 
 
 

EXPLANATORY NOTE
 
This 10-K/A is being amended to include the certifications in Exhibits 31.1, 31.2, 32.1, and 32.2 as they were inadvertently omitted from the original filing on Form 10-K. No other items are being amended in this 10-K/A from the original filing.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date:  June 9, 2016

 
WHITE FOX VENTURES, INC.
       
 
By:
/s/ Shinsuke Nakano, CEO
Shinsuke Nakano, CEO
Chief Executive Officer
  
       
 
By:
/s/ Seth Shaw
  
   
Seth Shaw
  
   
Chief Financial Officer
  
 






































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