Securities registered pursuant to Section
12(b)12 (b) of the
Act:Act - None
(Title of class)
Securities registered pursuant to Section 12(g) of the Act:
- Common Stock $0.0001- $0.001 par value
(Title of class)
Indicate by check mark if the registrant is a well-knownwell known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes ¨o Nox
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.Yes ¨o Nox
Indicate by check mark whether the registrant has (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the precedingpast 12 months (or for such shorter period that the registrantCompany was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YesxNo ¨o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website,Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationsRegulation 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).Yesx No ¨o
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’sthe 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.¨
o
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,”filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ]o | | Accelerated filer [ ]o |
Non-accelerated filer [ ]o | | Smaller reporting company [X] x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).As of May 7, 2015, the: Yes o No x
As of
May 7, 2015,August 1, 2016, there were 50,220,000 shares of
our common stock, $0.0001 par valueCommon Stock issued and outstanding.
MCPI, Inc.
AMENDMENT NO. 1 TO THE ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2015
The purpose of this Amendment No. 1 to our Annual Report on Form
10-K/A10-K for the period ended December 31,
20142015 as filed with the Securities and Exchange Commission on
May 14, 2015August 2, 2016 is to furnish Exhibits 101 to the Form 10-K.
No changes have been made to the Annual Report other than the furnishing of Exhibit 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB and 101.PRE described above. This Amendment No. 1 to Form 10-K does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K, as amended.In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amended Report, the certifications pursuant to Section 302
Item 15 - Exhibits and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively as exhibits to the Original Report have been re-executed and re-filed as of the date of this Amended Report and are included as exhibits hereto.Exhibits
Financial Statement Schedules| 3.1 | Articles of Incorporation (*) |
| 3.2 | Bylaws (*) |
Exhibit Number | | Description of Exhibit
|
| | |
| 31.1 | | Section 302 Certifications under Sarbanes-Oxley Act of 2002 (+) |
31.232.1 101 | | Section 302 Certifications under Sarbanes-Oxley Act of 2002 |
32.1 | | Section 906 Certification under Sarbanes Oxley Act of 2002 (+) Interactive data files pursuant to Rule 405 of Regulation S-T. |
(*) - Incorporated by Reference to our Registration Statement on Form S-1 filed on May 3, 2011.
(+) - previously included on Form 10-K filed on August 2, 2016
Pursuant to the requirements of Section 13 or
15 (d)15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned,
theretothereunto duly
authorized on this 12th day of May, 2015.authorized. | MED-CANNABIS PHARMA, INC. |
| | | MCPI, Inc. |
May 18, 2015 | /s/ Graciela Moreno |
| | |
| | Graciela Moreno | |
| | President, | |
| Dated: August 4, 2016 | | /s/ R.Wayne Duke |
| | R.Wayne Duke |
| | Chief Executive Officer and Financial Officer |
Pursuant to the requirements of 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 as indicated.
| | MCPI, Inc. |
| | |
| | |
| | |
| Dated: August 4, 2016 | | /s/ R.Wayne Duke |
| | R.Wayne Duke |
| | Chief Executive Officer and Financial Officer |
| | Principal Executive Officer, Treasurer, |
| Secretary, Principal Financial Officer, |
| and Director (Sole Officer and Director) |