Attached files
| file | filename |
|---|---|
| EX-32.2 - EX-32.2 - BOTS, Inc./PR | mcigexhibit322.htm |
| EX-32.1 - EX-32.1 - BOTS, Inc./PR | mcigexhibit321.htm |
| EX-31.2 - EX-31.2 - BOTS, Inc./PR | mcigexhibit312.htm |
| EX-31.1 - EX-31.1 - BOTS, Inc./PR | mcigexhibit311.htm |
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED APRIL 30, 2017
Commission file number: 333-175941
MCIG, INC. (Exact name of registrant as specified in its charter)
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NEVADA |
27-4439285 |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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2901 Highland Drive, Unit 13B, Las Vegas, NV |
89109 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant’s telephone number, including area code |
570-778-6459 |
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2831 St. Rose Parkway, Suite 200, Henderson, NV 89052 | |
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(Former name, former address and formal fiscal year, if changed since last report) | |
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Securities registered under Section 12(b) of the Act: | |
| None | |
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Securities registered under Section 12(g) of the Act: | |
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Common Stock, par value $0.0001 per share (Title of class) Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o 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 o 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
Yes o No x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer o Accelerated Filer o Non-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).
Yes o No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the last business day of the registrant's most recently completed second fiscal quarter was approximately $44,925,109. 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.
Common Shares Outstanding 386,094,258 | |
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DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended April 30, 2017).
EXPLANATORY NOTE – AMENDMENT
mCig, Inc. (the “Company”) is filing this Amendment #1 on Form 10-K/A (the Amendment”) to the Company’s annual report on Form 10-K for the fiscal year ended April 30, 2017 (the “Form 10-K”), filed with the Securities and Exchange Commission on August 28, 2017 (the “Original Filing Date) , 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/A. 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.
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| ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES. | |
| Exhibits | Description |
| 10.1 |
mCig 2017 Stock Option Plan* |
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10.2 |
Form of Notice of Grant of Stock Option* |
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10.3 |
Warrant for Paul Rosenberg* |
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10.4 |
Warrant for Michael Hawkins* |
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10.5 |
Arcadier & Associates, LLC Convertible Promissory Note* |
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10.6 |
Form of Series A Preferred Stok Purchase Agreement* |
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10.7 |
Option Agreement with CBJ Distributing* |
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10.8 |
420Cloud Asset Purchase Agreement* |
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10.9 |
Vapomins Asset Purchase Agreement* |
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10.10 |
Agri-Contractors Asset Purchase Agreement* |
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21.1 |
Articles of Incorporation of Grow Contractors, Inc.* |
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21.2 |
Articles of Incorporation of Tuero Capital, Inc.* |
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21.3 |
Articles of Incorporation of MCIG Internet Salesl, Inc.* |
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21.4 |
Articles of Incorporation of VitaCig, Inc.* |
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21.5 |
Articles of Incorporation of GigeTech, Inc.* |
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23.1 |
Consent of MaloneBailey, LLP* |
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23.2 |
Consent of Weinstein & Company* |
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Certification Pursuant to Section 302 of the Sarbanes-Oxley Act* |
| 32 | Certification Pursuant to Section 906 of the Sarbanes-Oxley Act* |
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XBRL Instance Document | |
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XBRL Taxonomy Extension Schema Document | |
| XBRL Taxonomy Calculation Linkbase Document | |
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XBRL Taxonomy Labels Linkbase Document | |
| XBRL Taxonomy Presentation Linkbase Document | |
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XBRL Definition Linkbase Document | |
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* Incorporated by references to our Annual Report on Form 10-K, filed on August 28, 2017. | |
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| 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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mCig Inc |
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September 8, 2017 |
By: /s/ Paul Rosenberg |
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Paul Rosenberg |
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Chief Executive Officer (Principal Executive Officer) |
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September 8, 2017 |
By: /s/ Michael W. Hawkins |
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Michael W. Hawkins |
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Chief Financial Officer and Chief Accounting Officer (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 in the capacities and on the dates indicated.
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Position |
Date |
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/s/ Paul Rosenberg |
Chief Executive Officer |
September 8, 2017 |
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Paul Rosenberg |
(Principal Executive Officer) |
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/s/ Michael W. Hawkins |
Chief Operating Officer and Director |
September 8, 2017 |
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Michael W. Hawkins |
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