UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K/A


CURRENT REPORT

PURSUANT TO SECTION 13 0R 15 (D) OF THE

SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported) September 23, 2013


mCig, Inc.

(Exact name of registrant as specified in its charter)



Nevada

 

27-4439285

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)


800 Bellevue Way NE, Suite 400, Bellevue, Washington

 

98004

(Address of principal executive offices)

 

(Zip Code)

Registrant's telephone number, including area code:

 

425-462-4219


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):


o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


Item 1.01 Entry into a Material Definitive Agreement.


As previously reported on the Form 8-K filed by mCig, Inc. on September 23, 2013 (the “Prior Form 8-K”), the Company entered into a Share Cancellation / Exchange / Return to Treasury Agreement with Paul Rosenberg, the chief executive officer of mCig, Inc., for the cancellation of 230,000,000 shares of our common stock held by Mr. Rosenberg in exchange for 23,000,000 shares of our company’s Series A Preferred Stock. Under the terms of the Agreement the Preferred Shares are convertible and can be exchanged for a stated number of shares of the company's common stock, but not earlier than one year after the date of signature of the agreement.


The purpose of this amendment is to disclose that the Share Cancellation / Exchange / Return to Treasury Agreement was amended on April 10, 2014. Under terms of which all or any part of the Preferred Shares held by Shareholder can be converted at any time or from time to time, and can be exchanged for a stated number of the company's Common Stock Shares.  


Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


On April 11, 2014, we filed a Certificate of Correction with the Secretary of State of the State of Nevada, solely to correct an error found in the Certificate of Designation, originally filed on September 11, 2013 (the “Prior Filing”).


The Prior Filing incorrectly stated that shareholders have no preemptive rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class, but all such new or additional shares of any class, or any bond, debentures or other evidences of indebtedness convertible into or exchangeable for shares, may be issued and disposed of by the Board of Directors on such terms and for such consideration (to the extent permitted by law), and to such person or persons as the Board of Directors in their absolute discretion may deem advisable.


The correct section 5 discloses that each holder of shares of Series A Preferred Stock shall have the right to convert, at any time and from time to time, all or any part of the Preferred Shares held by such Holder into a stated number of the company's Common Stock Shares.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.

 

Description

 

 

 

10.1

 

Amended Share Cancellation / Exchange / Return to Treasury Agreement

 

 

 

99.1

 

Certificate of Correction for Nevada Profit Corporations – Series A Preferred Stock



2


 


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.


 

mCig, Inc.

 

 

 

 

 

Date: April 28, 2014

By:

/s/ Paul Rosenberg

 

 

 

Paul Rosenberg

 

 

 

Chief Executive Officer