Washington, D.C. 20549
Amendment No. 1
S ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
OR
£ 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 000-53502
| GAMZIO MOBILE INC. |
| (Name of registrant as specified in its charter) |
| |
| Nevada | | 68-0676667 |
| (State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification Number) |
| | | |
| 123 West NYE Ln., Ste. 129, Carson City NV | | 89706 |
| (Address of Principal Executive Offices) | | (Zip Code) |
| | | |
| (415) 839-1055 |
| (Registrant’s telephone number) |
Securities registered pursuant to Section 12(b) of the Act:
| None | | None |
| (Title of each class) | | (Name of each exchange on which registered) |
Securities registered pursuant to Section 12(g) of the Act:
| Common Stock, $0.001 par value |
| (Title of class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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.
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).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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, or a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] | Accelerated filer [ ] |
| | |
Non-accelerated filer (do not check if smaller reporting company) [ ] | Smaller reporting company x |
The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant was approximately $256,282 (based on 25,628,220 shares held by non-affiliates and closing market price of $0.01 per share as of June 30, 2013 (the last business day of the registrant’s most recently completed second quarter)), assuming solely for the purpose of this calculation that all directors, officers and greater than 10% stockholders of the registrant are affiliates. The determination of affiliate status for this purpose is not necessarily conclusive for any other purpose.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
As of April 14, 2014, there were outstanding 55,658,220 shares of registrant’s common stock, par value $0.001 per share.
Documents Incorporated By Reference: None
This Amendment No. 1 on Form 10-K/A (this “Amendment”) of Gamzio Mobile Inc. for the fiscal year ended December 31, 2013 is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S–T.
This Amendment No. 1 to the Form 10-K speaks as of the filing date of the Form 10-K (the "Filing date"), does not reflect events that may have occurred subsequent to the filing date, and does not modify or update in any way disclosures made in the Form 10-K as filed on April 15, 2014.
PART IV
ITEM 15 — EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements and Financial Statement Schedules
(1) Financial Statements are listed in the Index to Financial Statements of this Annual Report on Form 10-K.
(b) Exhibits
| Exhibit No. | Description |
| | 2.1 | Share Exchange Agreement by and among the Company, Gamzio, Inc. and the selling stockholder party thereto (incorporated by reference from registrant’s Current Report on Form 8-K filed on October 29, 2013) |
| | 3.1(a) | Articles of Incorporation (incorporated by reference from registrant’s Registration Statement on Form SB-2 filed on January 31, 2008, Registration No. 333-148959) |
| | 3.1(b) | Amendment to Articles of Incorporation (incorporated by reference from registrant’s Current Report on Form 8-K/A filed on December 2, 2011) |
| | 3.1(c) | Amendment to Articles of Incorporation (incorporated by reference from registrant’s Current Report on Form 8-K filed on November 15, 2013) |
| | 3.3 | By-laws (incorporated by reference from registrant’s Registration Statement on Form SB-2 filed on January 31, 2008, Registration No. 333-148959) |
| | 4 | Specimen Stock Certificate (incorporated by reference from registrant’s Registration Statement on Form SB-2 filed on January 31, 2008, Registration No. 333-148959) |
| | 10.1 | Amendment to Line of Credit Agreements with Quarry Bay Capital LLC (incorporated by reference to the registrant’s Current Report on Form 8-K filed on June 3, 2013) |
| | 10.2 | Security Agreement with Quarry Bay Capital LLC (incorporated by reference to the registrant’s Current Report on Form 8-K filed on June 3, 2013) |
| | 14 | Code of Ethics (incorporated by reference from registrant’s Registration Statement on Form SB-2 filed on January 31, 2008, Registration No. 333-148959) |
| | 21 | Subsidiaries of the Company: Gamzio, Inc. |
| | 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| | 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* |
| | 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| | 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* |
| | 101 | Interactive Data Files** |
*Incorporated by reference to our Form 10-K for the fiscal year ended December 31, 2013 filed on April 15, 2014.
**Filed herewith. Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.
SIGNATURES
Pursuant to the requirements of Section 13 or 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, thereunto duly authorized.
| GAMZIO MOBILE, INC. |
| | |
Dated: April 29, 2014 | /s/ Jason Deiboldt |
| | By: Jason Deiboldt |
| | Its: President |
| | (Principal Executive Officer) |
| | |
Pursuant to 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 indicated:
| Signature | | Capacity | | Date |
| | | | | |
| /s/ Monika Sagar | | Chief Financial Officer, Secretary and Director | | April 29, 2014 |
| Monika Sagar | | (Principal Financial Officer and Principal Accounting Officer) | | |
| | | | | |
| /s/ Fidel Pernites | | Director | | April 29, 2014 |
| Fidel Pernites | | | | |
| /s/ Jason Deiboldt | | Director | | April 29, 2014 |
| Jason Deiboldt | | | | |
