UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
| (Mark one) |
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| X | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Fiscal Year Ended December 31, 2014
OR
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| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________________to
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| Commission File Number: 000-53164 | |
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| EPOXY INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada | | N/A | |
| (State or Other Jurisdiction | | (I.R.S. Employer | |
| | of Incorporation or Organization) | | Identification No.) |
| | | | | | | |
| 2518 Anthem Village Drive, Suite 100, Henderson, Nevada | 89052 | |
| | (Address of principal executive offices) | (Zip Code) |
| 702 350-2449 |
| (Registrant’s telephone number, including area code) |
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 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 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).
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, 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 | [ ] |
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| Non-accelerated filer | [ ] | Smaller reporting company | [X] |
| (Do not check if a smaller reporting company) | | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
The aggregate market value of voting and non-voting common stock held by non-affiliates of the registrant was $1,462,649 based on the closing price of $0.0109 as reported as of June 30, 2014 (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.
APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
| | As of April 10, 2015, there were 182,671,770 shares of common stock, par value $0.00001 per share, of the registrant outstanding. | |
DOCUMENTS INCORPORATED BY REFERENCE
None.
Explanatory Note
This Amendment No. 1 on Form 10-K/A (this “Amendment”) of Epoxy Inc. for the fiscal year ended December 31, 2014 is being filed 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 original 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 original Form 10-K as filed on April 15, 2015.
PART IV
| | | Incorporated by reference | |
| Exhibit Description | Filed herewith | Form | Exhibit | Filing Date | |
| Articles of Incorporation | | S-1 | 3.1 | 03/18/08 | |
| By-laws as currently in effect | | S-1 | 3.2 | 03/18/08 | |
| Agency Agreement with Carter, Terry & Company executed August 8, 2014 | | 10-Q | 10.1 | 08/14/2014 | |
| Form of Addendum between the Company and certain investors with convertible loans expiring November 27, 2015 | | 10-Q | 10.2 | 11/19/2014 | |
| August 22, 2014 letter agreement between the Company and Quarry Bay Equity Inc. | | 10-Q | 10.3 | 11/19/2014 | |
| Form of employment agreement between the Company and David Gasparine | | 10-Q | 10.4 | 11/19/2014 | |
| 2014 Stock Option and Award Plan | | 10-Q | 10.5 | 11/19/2014 | |
| Form of Stock Option Agreement | | 10-Q | 10.6 | 11/19/2014 | |
| Form of Stock Award Agreement | | 10-Q | 10.7 | 11/19/2014 | |
| Form of Note - LG Capital Funding LLC | | 10-Q | 10.8 | 11/19/2014 | |
| Form of Note - JSJ Investments Inc. | | 10-Q | 10.9 | 11/19/2014 | |
| Form of SPA and 8% Convertible Redeemable Notes entered into between the Company and Adar Bays LLC. | | 8-K | 10.1 | 02/17/2015 | |
| Form of Independent Contractor Agreement between the Company and Scherf Corporation | | 8-K | 10.2 | 02/17/2015 | |
| Form of Services Agreement between the Company and Wheat Creative LLC | | 8-K | 10.3 | 02/17/2015 | |
| Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | X | | 31.1 | | |
| Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act | X | | 31.2 | | |
| Certification of Principal Executive and Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act | X | | 32.1 | | |
| Interactive Data files | X | | 101 | | |
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 in the city of Las Vegas, Nevada.
| | Epoxy Inc. | |
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| Date: May 20, 2015 | By: | /s/David Gasparine | |
| | | Name: David Gasparine | |
| | | Title: Principal Executive Officer, Principal Financial Officer, President and Director | |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | | Title | | Date |
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| /s/David Gasparine | | Director, CEO, President, CFO (Principal Executive Officer) (Principal Financial Officer) | | May 20, 2015 |
| Name: David Gasparine | | | | |
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| /s/ Jason Woywod | | Director | | May 20, 2015 |
| Name: Jason Woywod | | | | |
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| /s/John Harney | | Director | | May 20, 2015 |
| Name: John Harney | | | | |
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