Amended Annual Report (10-k/a)

Amended Annual Report (10-k/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

Amendment No. 1

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal years ended December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010

☐ 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 333-127953

(714) 609-9117

(Registrant’s telephone number, including area code)

ARIZONA GOLD AND ONYX MINING COMPANY

(f/k/a VIKING CAPITAL GROUP INC.)

3422 Pico Blvd., Los Angeles, CA 90019

(Former name, former address and former fiscal year, if changed from last report)

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act .

Yes ☐ 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.

Yes ☐ 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 ☐ No ☒

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. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). Yes ☒ No ☐

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price of the registrant’s common stock on June 30, 2018, as reported on the OTC Markets Group Inc. Pink tier (the “ OTCPink ”) was $1,114,000.

As of June 3, 2019 there were 146,859,077 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

Arizona Gold and Onyx Company (the “Company”, “we”, “us”, or “our”) is filing this amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to amend its Annual report on Form 10-K for the fiscal years ended December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010 filed with the Securities and Exchange Commission (the “SEC”) on May 31, 2019.

This Amendment No. 1 on Form 10-K/A amends our Annual Report on Form 10-K for the fiscal years ended December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010 (the “Original 10-K”) filed with the SEC on May 31, 2019 to correct an error with respect to Item 9 and Item 14 where we originally disclosed that our Independent Public Accountants were Michael Gillespie & Associates, PLLC. The Company originally engaged Michael Gillespie & Associates, PLLC to audit its financial statements for the aforementioned years. However, Michael Gillespie & Associates, PLLC resigned. As a result, the Company engaged BF Borgers CPA PC to audit the aforementioned financial statements.

Additionally, under Item 14, the Company updated the amount of its audit related fees incurred for the audit of the fiscal years ended December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010 from $7,500 to $25,000.

Except for the errors described above, no other changes have been made to the Company’s Annual Report on Form 10-K for the fiscal years ended December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010.

We have not updated the disclosures contained in the Form 10-K/A to reflect events that have occurred subsequent to the filing date of the Original 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Original 10-K and our subsequent filings with the SEC.