Amended Current Report Filing (8-k/a)
March 21 2014 - 9:34AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment #1
CURRENT REPORT
PURSUANT TO SECTION 13 0R 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
February 24, 2014
mCig, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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27-4439285
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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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800 Bellevue Way NE, Suite 400, Bellevue, Washington
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98004
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code:
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425-462-4219
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note: The purpose of this Amendment is to provide a correct copy of the Exhibit 10.1 that was filed with the original Form 8-K filing. The previous filing contained a draft version of the Contribution Agreement that was not executed and not a final draft. We have corrected the filing by filing a fully executed version of the Contribution Agreement attached hereto as Exhibit 10.1. For purposes of clarity we have also amended the text of Item 1.01 to clarify that Mr. Paul Rosenberg is not receiving the shares personally, but was signing on behalf of mCig, Inc. as the CEO of the Company
Item 1.01 Entry into a Material Definitive Agreement.
On February 24, 2014 the company entered into a Contribution Agreement with VitaCig, Inc., a wholly-owned subsidiary. In accordance with this agreement VitaCig, Inc accepted the contribution by mCig, Inc. of certain assets consisting of intellectual property, cash, and web development services as contribution in exchange for 500,135,000 shares of common capital stock representing 100% of the shares outstanding of VitaCig, Inc. The result is that mCig, Inc. holds 500,135,000 shares of VitaCig, Inc. Mr. Paul Rosenberg, CEO of mCig, Inc. signed the Contribution on behalf of mCig, Inc. and is not receiving the shares personally.
The specific assets being contributed consist solely of pending trademarks for the term “VitaCig” filed with the USTO.
The company plans to dividend a portion of these shares pro-rata, based on a one for one (1:1) to only the holders of vested common stock of mCig, Inc. at the record date of the dividend. No other class of security shall be affected by the dividend. This will result in VitaCig, Inc. shares being held for investment on mCig, Inc.’s balance sheet. The purpose is to develop a subsidiary interest related to the VitaCig brand separate from mCig.
On February 24, 2014, the Chief Operating Officer of mCig, Inc., Mark James Linkhorst, was appointed as President of VitaCig.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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10.1
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Contribution Agreement (Executed and Final)
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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.
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mCig, Inc.
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Date: March 20, 2014
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By:
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/s/ Paul Rosenberg
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Paul Rosenberg
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Chief Executive Officer
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