UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
| (Mark One) | ||
[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended | January 31, 2014 | |
[ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from | [ ] to [ ] | |
Commission file number | 333-165539 | |
TORON, INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
| N/A |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
P.O. Box 45591-00100, Nairobi, Kenya |
| 45591-00100 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant's telephone number, including area code: |
| +254 0722 723 790 |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
| Name of Each Exchange On Which Registered |
Not applicable |
| Not applicable |
Securities registered pursuant to Section 12(g) of the Act:
None | ||||||
(Title of class) | ||||||
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 the Securities Act. | ||||||
| Yes ¨ No x | |||||
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 ¨ No x | |||||
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 last 90 days. | ||||||
| Yes x No ¨ | |||||
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-K (§229.405 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 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 definition 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 | |||||
The aggregate market value of Common Stock held by non-affiliates of the Registrant on July 31, 2013 was $163,653 based on a $0.0007average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.
| |
343,589,316 common shares as of June 16, 2014. |
|
DOCUMENTS INCORPORATED BY REFERENCE
None.
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EXPLANATORY NOTE
Our company is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to our annual report on Form 10-K for the period ended January 31, 2014 (the “Form 10-K”), filed with the Securities and Exchange Commission on June 19, 2014 (the “Original Filing Date”), to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from our Form 10-K, formatted in XBRL (eXtensible Business Reporting Language):
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Schema |
101.CAL | XBRL Taxonomy Calculation Linkbase |
101.DEF | XBRL Taxonomy Definition Linkbase |
101.LAB | XBRL Taxonomy Label Linkbase |
101.PRE | XBRL Taxonomy Presentation Linkbase |
This Amendment speaks as of the Original Filing Date, 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 Form 10-K. No other changes have been made to the Form 10-K.
Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto 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, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the certifications required pursuant to the rules promulgated under the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which were included as exhibits to the Original Report, have been amended, restated and re-executed as of the date of this Amendment No. 1 and are included as Exhibits 31.1 and 32.1 hereto.
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PART IV
(a) | Financial Statements | |
(1) | Financial statements for our company are listed in the index under Item 8 of this document | |
(2) | All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto. | |
(b) | Exhibits | |
ExhibitNumber | Description |
(3) | Articles of Incorporation and Bylaws |
3.1 | Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on March 18, 2010) |
3.2 | Bylaws (incorporated by reference to our Registration Statement on Form S-1 filed on March 18, 2010) |
3.3 | Certificate of Amendment filed September 16, 2011 (incorporated by reference to our Current Report on Form 8-K filed on September 21, 2011) |
(10) | Material Contracts |
10.1 | Mining Property Acquisition Agreement between our company and Stephane LeBlanc and Glenn Griesbach dated August 23, 2011 (incorporated by reference to our Current Report on Form 8-K filed on August 31, 2011) |
10.2 | Mineral Property Acquisition Agreement between our company and Glenn Griesbach and 9248-7792 Quebec Inc. dated January 25, 2012 (incorporated by reference to our Current Report on Form 8-K filed on January 26, 2012) |
10.3 | Mineral Property Acquisition Agreement between our company and Glenn Griesbach and 9248-7792 Quebec Inc. dated February 6, 2012 (incorporated by reference to our Current Report on Form 8-K filed on February 6, 2012) |
10.4 | Mineral Property Acquisition Agreement between our company and Glenn Griesbach and 9248-7792 Quebec Inc. dated February 6, 2012 (incorporated by reference to our Current Report on Form 8-K filed on February 6, 2012) |
10.5* | Consulting Agreement between our company and Ramzan Savji dated November 1, 2013 |
10.6* | Form of Subscription Agreement |
(14) | Code of Ethics |
14.1 | Code of Ethics (incorporated by reference to our Annual Report on Form 10-KSB filed on May 9, 2008) |
(21) | Subsidiaries of the Company |
21.1 | Toron Resources Inc., a wholly owned, Canadian federally incorporated company, |
(31) | Rule 13a-14(a) / 15d-14(a) Certifications |
31.1* | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. |
(32) | Section 1350 Certifications |
32.1* | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer. |
101 | Interactive Data Files |
101.INS | XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document |
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of
Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.
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SIGNATURES
In accordance with 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.
TORON, INC. | ||
(Registrant) | ||
Dated: July 7, 2014 | By: | /s/ Ramzan Savji |
Ramzan Savji | ||
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director | ||
(Principal Executive Officer, Principal Financial | ||
Officer and Principal Accounting 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 indicated.
Dated: July 7, 2014 | By: | /s/ Ramzan Savji |
Ramzan Savji | ||
President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director | ||
(Principal Executive Officer, Principal Financial | ||
Officer and Principal Accounting Officer) |
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