UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X]ANNUAL REPORT under SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 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 No. 333-196075
Tech Foundry Ventures, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 46-5152859 | |
| (State or other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
201 Santa Monica Blvd., Suite 300, Santa Monica, CA 90401-2224
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (310) 576-4758
| Common Stock, $0.0001 par value per share | None | |
| (Title of Each Class) | (Name of Each Exchange on Which Registered) |
Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.0001 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 [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange 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 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. 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-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). Yes [X] No [ ] [check “yes” if statement is accurate.]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S−K (§229.405 of this chapter) is notcontained hererin, and will not be contained, to the best of the 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, non-accelerated filer or a small. 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 [ ] | Smaller reporting company [X] |
| (Do not check if smaller reporting company) | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 9, 2015, based upon the last sale price of the common stock of such date: $85,000.
The number of shares of the registrant’s common stock issued and outstanding as of June 9, 2015 was 21,850,000.
EXPLANATORY NOTE
We are filing this Amendment No. 1 on Form 10-K/A to amend our Annual Report on Form 10-K for the year ended December 31, 2014 as originally filed with the Securities and Exchange Commission on March 30, 2015 (the“Original Form 10-K”): (i) the facing or cover page; and (ii) the certifications of our Chief Executive Officer and Chief Financial Officer in Exhibits 31.1, 31.2, 32.1 and 32.3. Specifically, we are correcting the checked box on the first page, which incorrectly indicated the Company was a shell reporting company, as the Company is not a shell reporting company. No other portions of such the Original Form 10-K as set forth in the Original Form 10-K were affected by this error. This report on Form 10-K/A is presented as of the filing date of the Original Form 10-K and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to reflect the foregoing correction.
| 2 |
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.
| TECH FOUNDRY VENTURES, INC. | |
| June 8, 2015 | /s/ Jeffrey A. Cocks |
| Jeffrey A. Cocks | |
| Chairman and Chief Executive Officer (Principal Executive Officer)andChief Financial Officer (Principal Accounting and Financial Officer) |
In accordance with the 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.
| June 8, 2015 | /s/ Jeffrey A. Cocks |
| Jeffrey A. Cocks | |
| Chairman and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting and Financial Officer) and Sole Director |
| 3 |
PART IV
Item 15. Exhibits, Financial Statement Schedules.
EXHIBITS
The following exhibits are filed as part of this Form 10K/A, pursuant to Item 601 of Regulation S-K.
| Exhibit Number | Description of Exhibits | |
| 3.1 | Articles of Incorporation | |
| 3.2 | Bylaws | |
| 14.1 | Code of Ethics | |
| 31.1* | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*. | |
| 31.2* | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*. | |
| 32.1* | Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*. | |
| 32.2* | Certification of the Chief 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 Extension Definition Linkbase | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | XBRL Taxonomy Presentation Linkbase
|
* Filed herewith.
| 4 |
