10-K/A 1 ariz-20181231_10ka.htm 10K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A

Amendment No. 1

 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal years ended December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010

 

☐ 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 333-127953

 

 

ARIZONA GOLD AND ONYX MINING COMPANY

(Exact name of registrant as specified in its charter)

 

Utah

(State or other jurisdiction of incorporation or organization)

87-0442090

(I.R.S. Employer Identification No.)

 

 

1627 West 14th Street

Long Beach, CA

 

 

 

90813

 

(Address of principal executive offices) (Zip Code)

(714) 609-9117

(Registrant’s telephone number, including area code)

 

ARIZONA GOLD AND ONYX MINING COMPANY

(f/k/a VIKING CAPITAL GROUP INC.)

3422 Pico Blvd., Los Angeles, CA 90019

(Former name, former address and former fiscal year, if changed from last report)

 

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ☐ No ☒

 

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.

Yes ☐ 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). Yes ☐ 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐
Non-accelerated filer (Do not check if a smaller reporting company) ☐  

Smaller reporting company

Emerging growth company

☒

☐ 

  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). Yes ☒ No ☐

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter, based upon the closing sale price of the registrant’s common stock on June 30, 2018, as reported on the OTC Markets Group Inc. Pink tier (the “OTCPink”) was $1,114,000.

 

As of June 3, 2019 there were 146,859,077 shares of the registrant’s common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

None.

 1 

 

  

EXPLANATORY NOTE

 

Arizona Gold and Onyx Company (the “Company”, “we”, “us”, or “our”) is filing this amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to amend its Annual report on Form 10-K for the fiscal years ended December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010 filed with the Securities and Exchange Commission (the “SEC”) on May 31, 2019.

 

This Amendment No. 1 on Form 10-K/A amends our Annual Report on Form 10-K for the fiscal years ended December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010 (the “Original 10-K”) filed with the SEC on May 31, 2019 to correct an error with respect to Item 9 and Item 14 where we originally disclosed that our Independent Public Accountants were Michael Gillespie & Associates, PLLC. The Company originally engaged Michael Gillespie & Associates, PLLC to audit its financial statements for the aforementioned years. However, Michael Gillespie & Associates, PLLC resigned. As a result, the Company engaged BF Borgers CPA PC to audit the aforementioned financial statements.

Additionally, under Item 14, the Company updated the amount of its audit related fees incurred for the audit of the fiscal years ended December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010 from $7,500 to $25,000.

Except for the errors described above, no other changes have been made to the Company’s Annual Report on Form 10-K for the fiscal years ended December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010.

 

We have not updated the disclosures contained in the Form 10-K/A to reflect events that have occurred subsequent to the filing date of the Original 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Original 10-K and our subsequent filings with the SEC.

 

 2 

 

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

On February 7, 2019, the Board of Directors (the “Board”) of Arizona Gold and Onyx Mining Company engaged Michael Gillespie & Associates, PLLC (“Gillespie”) to audit its financial statements for the years ended December 31, 2010 through 2018. On April 19, 2019, Board received the resignation of Gillespie and on April 24, 2019, the Company entered into an engagement letter with BF Borgers CPA PC as approved by the Board and engaged BF Borgers CPA PC to act as the Company’s independent registered public accounting firm for the Company’s fiscal years ended December 31, 2010 through 2018.

 

Gillespie did not complete their work and has never opined on the Company’s financials. During the period of engagement from February 7, 2019 through April 19, 2019, (i) there were no disagreements with Gillespie on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to Gillespie’s satisfaction, would have caused Gillespie to make reference in connection with its opinion to the subject matter of the disagreement in connection with its reports on the Company’s financial statements as of December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010and for the years then ended, and (ii) there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K.

 

The Company provided Gillespie with a copy of disclosures it is making in this Form 10-K/A and requested that Gillespie furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements above. A copy of Gillespie’s letter dated June 4, 2019 is filed as Exhibit 16.1 to this Report on Form 10-K/A.

 

During the Company’s two most recent fiscal years and any subsequent period through April 24, 2019, neither the Company nor anyone acting on its behalf consulted BF Borgers CPA PC regarding the application of accounting principles to any completed or proposed transactions nor regarding any matter that was the subject of a disagreement with the Company’s independent accountant or any reportable event, as defined in Item 304(a)(1)(v) of Regulation S-K of the Securities and Exchange Commission.

 

In deciding to appoint BF Borgers CPA PC, the Board reviewed auditor independence issues and existing commercial relationships with BF Borgers CPA PC and concluded that BF Borgers CPA PC has no commercial relationship with the Company that would impair its independence for the fiscal year ending December 31, 2010 through 2018.

  

 3 

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

Independent Public Accountants

 

BF Borgers CPA PC currently serves as our independent registered public accounting firm to audit our financial statements for the fiscal year ended December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010. To the knowledge of management, neither such firm nor any of its members has any direct or material indirect financial interest in us or any connection with us in any capacity otherwise than as independent accountants.

 

Our Board, in its discretion, may direct the appointment of different public accountants at any time during the year, if the Board believes that a change would be in the best interests of the stockholders. The Board has considered the audit fees, audit-related fees, tax fees and other fees paid to our auditors, as disclosed below, and has determined that the payment of such fees is compatible with maintaining the independence of the accountants.

 

Principle Accounting Fees and Services

 

Audit Fees

 

We have incurred fees totalling $25,000 for professional services related to the audit of our financial statements for the fiscal years ended December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010.

 

Audit-Related Fees

 

None.

 

Tax Fees

 

The Company did not pay an outside accountant to prepare tax returns for the year ended December 31, 2018, 2017, 2016, 2015, 2014, 2013, 2012, 2011 and 2010.

 

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

Exhibit No. Description of Exhibit

16.1Letter from Michael Gillespie & Associates, PLLC to United States Securities and Exchange Commission dated June 5, 2019

 

 4 

 

 

SIGNATURES

 

Pursuant to the requirements of Sections 13 or 15(d) of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Nunzia Pharmaceutical Corporation

(Registrant)

 

June 6, 2019 By: /s/ Michael Mitsunaga
   
   Michael Mitsunaga
  Chief Executive Officer and Director
  (Principal Executive Officer)

  

June 6, 2019

By: s/ Richard Johnson

   
  Richard Johnson
  Chief Financial Officer and Director
  (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 capacities and on the dates indicated.

 

 

Signature Title Date
/s/ Michael Mitsunaga

Chief Executive Officer and Director

 June 6, 2019
Michael Mitsunaga

(Principal Executive Officer)

  
     
     
/s/ Richard johnson

Chief Financial Officer and Director

 June 6, 2019
Richard Johnson (Principal Financial Officer and  
  Principal Accounting Officer)  
     
/s/ Kim Halvorson Director June 6, 2019

Kim Halvorson

    

 

 5