UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934
For the fiscal year ended May 31, 2014
¨ 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 333-182761
Nhale, Inc.
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(Formerly Gankit Corporation)
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(Exact name of small business issuer as specified in its charter)
Nevada
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38-3870905
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(State or Other Jurisdiction of Organization)
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(IRS Employer Identification #)
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8300 FM 1960 West, Suite 450
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Houston, Texas 77070
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(Address of principal executive offices)
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Registrant's telephone number, including area code: (713) 510-3559
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 x
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 x
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 x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 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 /A or any amendment to this Form 10-K /A. x
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
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of October 31, 2013 was $0 as there was no public market for the registrant’s common stock as of that date.
The number of shares of the registrant’s common stock outstanding as of September 15, 2014: 30,000,000.
EXPLANATORY NOTE
This Amendment No. 2 is being filed solely for the purpose of inserting the disclosure required by Item 308(a) of Regulation S-K related to management’s annual report on internal control over financial reporting, and to insert, on Exhibit 31.1, in the introduction to paragraph 4 and omitted paragraph 4(b) the reference to internal control over financial reporting as required by Item 601(b)(31)(i). These items were inadvertently omitted from the initial filing.
PART IV
Item 15. Exhibits and Financial Statement Schedules
Exhibit No.
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Description
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3.1
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Certificate of Incorporation of Nhale, Inc. (formerly Gankit Corporation)1
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3.2
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Bylaws of Nhale, Inc. (formerly Gankit Corporation)1
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4.1
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Specimen Stock Certificate of Gankit Corporation
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4.2
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Promissory Note , dated April 11, 2012 ($50,000) payable to Hillsmere S.A.1
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4.3
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Extension of Promissory Note originally dated April 11, 2012 ($50,000) Payable to Hillsmere S.A.
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10.1
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Employment Agreement with Lance Williams
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14.1
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Code of Ethics1
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31.1
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Section 302 Certification of Periodic Report of Principal Executive Officer*
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32.1
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Section 906 Certification of Periodic Report of Principal Executive Officer*
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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____________
* Filed herewith.
(1) Filed as an exhibit to the Company’s Registration Statement on Form S-1, filed with the Commission on July 20, 2012, and incorporated herein by reference.
(2) XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of this report for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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, hereunto duly authorized.
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Nhale, Inc.
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Date: March 4, 2015
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By:
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/s/ Lance Williams
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Name:
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Lance Williams
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Title:
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Chief Executive Officer (Principal Executive Officer)
Chief Financial Officer (Principal Financial Officer)
(Principal Accounting Officer), President, and Sole Director
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In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Lance Williams
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Chief Executive Officer (Principal Executive Officer),
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March 4, 2015
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Lance Williams
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Chief Financial Officer (Principal Financial Officer), (Principal Accounting Officer), President, and Sole Director
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4
EXHIBIT 31.1
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Lance Williams, certify that:
1.
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I have reviewed this Annual Report on Form 10-K of Nhale, Inc.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly represent in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
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4.
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I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
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5.
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I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: March 4, 2015
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By: |
/s/ Lance Williams
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Lance Williams
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Chairman of the Board and CEO
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(Principal Executive Officer and
Principal Financial Officer)
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EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Nhale, Inc. (the "Company") on Form 10-K for the year ended May 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lance Williams, Chairman of the Board, Principal Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
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1.
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of the Company.
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Date: March 4, 2015
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By: |
/s/ Lance Williams
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Lance Williams
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Chairman of the Board and CEO
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(Principal Executive Officer and
Principal Financial Officer)
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