UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
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: 000-53677
________________________________________
CIG WIRELESS CORP.
(Exact name of Registrant as specified in its charter)
| Nevada | 68-0672900 | |
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| 11120 South Crown Way, Suite 1, Wellington, Florida 33414 | ||
| (Address of principal executive offices, including zip code) |
| (561) 701-8484 | ||
| (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | ||
| Common Stock, $0.00001 Par Value |
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes¨ Nox
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes¨ Nox
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, as amended, 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.
Yesx 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). Yesx No¨
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.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 definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Act (Check one):
| Large accelerated filer¨ | Accelerated filer¨ | |
| Non-accelerated filer¨ | Smaller reporting companyx | |
| (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 Act). Yes¨ Nox
The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $6,759,846 as of June 30, 2014, based on the closing price of the Company’s common stock as reported on the Over the Counter Bulletin Board on that date.
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 13, 2015, there were 85,047,426 shares of the Registrant’s common stock, $0.00001 par value per share, outstanding.
Documents incorporated by reference: None.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 on Form 10-K/A is to amend the Annual Report on Form 10-K of CIG Wireless Corp. for the fiscal year ended December 31, 2014, filed with the Securities and Exchange Commission on April 15, 2015 (the “Form 10-K”), solely to furnish Exhibit 101 to the Form 10-K. Exhibit 101 provides the financial statements and related notes from the Form 10-K formatted in XBRL (Extensible Business Reporting Language).
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K continues to speak as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| CIG WIRELESS CORP. | ||||
| By: | /s/ Paul McGinn | |||
| Name: | Paul McGinn | |||
| Title: | President, Principal Executive Officer and Director | |||
| By: | /s/ Romain Gay-Crosier | |||
| Name: | Romain Gay-Crosier | |||
| Title: | Principal Financial Officer and Principal Accounting Officer | |||
Dated: April 16, 2015
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 indicated.
| /s/ Paul McGinn | ||
| Name: | Paul McGinn | |
| Title: | Chairman | |
| Dated: | April 16, 2015 | |
| /s/ Gabriel Margent | ||
| Name: | Gabriel Margent | |
| Title: | Director | |
| Dated: | April 16, 2015 | |
| /s/ Grant Barber | ||
| Name: | Grant Barber | |
| Title: | Director | |
| Dated: | April 16, 2015 | |
| /s/ Jarret Cohen | ||
| Name: | Jarret Cohen | |
| Title: | Director | |
| Dated: | April 16, 2015 | |
| /s/ Scott Troeller | ||
| Name: | Scott Troeller | |
| Title: | Director | |
| Dated: | April 16, 2015 |
| Exhibits Index |
| Exhibit No. | Description of Document | |
| Exhibit 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| Exhibit 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| Exhibit 32.1 | Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * | |
| Exhibit 32.2 | Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. * | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | XBRL Taxonomy Definition Linkbase | |
| 101.LAB | XBRL Taxonomy Extension label Linkbase | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
| * | This certification is deemed not filed for purposes of section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act. |
