SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, D.C. 20549

 

Form 10-Q/A

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended August 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.

(Formerly Gankit Corporation)

  

(Exact name of small business issuer as specified in its charter)

 

Nevada

 

38-3870905

(State or other jurisdiction of incorporation or organization)

 

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

     

8300 FM 1960 West, Suite 450

   

Houston, TX

 

77070

(Address of principal executive offices)

 

(Zip Code)

  

Registrant's telephone number, including area code: (281) 671-6877

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 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 x No ¨

 

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

¨

Accelerated filer

¨

Non-accelerated filer ¨ Smaller reporting company x

 

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

 

There were 30,000,000 shares of the registrant’s common stock issued and outstanding as of September 30, 2014.

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 is being filed solely for the purpose of inserting the disclosure required by Item 308(a) of Regulation S-K related to management’s quarterly 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.

  

 
2

 

ITEM 6. EXHIBITS

 

Exhibit No.

 

Description of Exhibit

   

31.1*

 

Certification of Principal Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act.

   

32.1**

 

Certification of Principal Executive Officer and Principal Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

   

101.INS++

 

XBRL Instance Document

   

101.SCH++

 

XBRL Taxonomy Extension Schema Document

   

101.CAL++

 

XBRL Taxonomy Extension Calculation Linkbase Document

   

101.DEF++

 

XBRL Taxonomy Extension Definition Linkbase Document

   

101.LAB++

 

XBRL Taxonomy Extension Label Linkbase Document

   

101.PRE++

 

XBRL Taxonomy Extension Presentation Linkbase Document

 ______

* Filed herewith.

 

** Furnished herewith.

 

++  XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus 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.

 

 
3

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Nhale, Inc.

 

     
Date: March 19, 2015

By:

/s/ Lance Williams

 

   

Lance Williams

 

   

Chairman of the Board and CEO

 

   

(Principal Executive Officer and

 

   

Principal Accounting Officer)

 

 

 

4


 



EXHIBIT 31.1

 

CERTIFICATION PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Lance Williams, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of Nhale, Inc. Corporation;

   

2.

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;

   

3.

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;

   

4.

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: 

 

 

a)

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;

     
 

b)

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;

     
 

c)

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

     
 

d)

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.

 

5.

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):

 

 

a)

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

     
 

b)

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.

 

 

Date: March 19, 2015 By: /s/ Lance Williams  
   

Lance Williams

 
   

Chairman of the Board and CEO

 
    (Principal Executive Officer and

Principal Financial Officer)

 

 



EXHIBIT 32.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER 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 Quarterly Report of Nhale, Inc. (the "Company") on Form 10-Q for the quarter ended August 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:

 

1.

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.

The information contained in the Report fairly presents, in all material aspects, the financial condition and results of operations of the Company.

 

 

Date: March 19, 2015 By: /s/ Lance Williams  
   

Lance Williams

 
   

Chairman of the Board and CEO

 
    (Principal Executive Officer and

Principal Financial Officer)

 

 

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