UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q/A Amendment #5  (Mark One) xQuarterly Report Pursuant to Section 13 or 15(d) of  the Securities Exchange Act of 1934 For the quarterly period ended October 31, 2013.   ̈Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act For the transition period fromN/AtoN/A  Commission File No. 333-175941  mCig, Inc. (Name of small business issuer as specified in its charter)


Nevada

   

   27-4439285(State or other jurisdiction of incorporation or organization)

   

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





800 Bellevue Way, NE, Suite 400,  Bellevue, WA

   

   98004(Address of principal executive offices)

   

   (Zip Code)Registrant's telephone number, including area code:

   

   425-462-4219


N/A (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the Registrant (1) has filed all reports required 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: YesxNo ̈  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)YesxNo ̈ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non–accelerated filer. See definition of“accelerated filer and large 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 Companyx  Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ̈Nox  Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date.270,090,000 common shares issued and outstanding as of October 31, 2013.  1     EXPLANATORY NOTE  We are filing this Amendment #5 on Form 10-Q for the quarter ended October 31, 2013, as originally filed with the Securities and Exchange Commission on December 16, 2013 (the “Original Form 10-Q”) to amend information relating to Preferred Stock terms.  No other sections were affected, but for the convenience of the reader, this report on Form 10-Q/A restates in its entirety, as amended, our Original Form 10-Q. This report on Form 10-Q/A is presented as of the filing date of the Original Form 10-Q and does not reflect events occurring after that date, or modify or update disclosures in any way other than as required to reflect the restatement described below.  2     INDEX TO FORM 10-Q FILING  FOR THE SIX MONTHS ENDED OCTOBER 31, 2013  TABLE OF CONTENTS  PART I - FINANCIAL INFORMATIONItem 1.

   

   Financial Statements (unaudited)Balance Sheets

   5Statements of Operations

   6Statements of Cash Flows

   7Notes to Financial Statements

   8Item 2.

   

   Management Discussion & Analysis of Financial Condition and Results of Operations

   14Item 3

   

   Quantitative and Qualitative Disclosures About Market Risk

   16Item 4.

   

   Controls and Procedures

   16PART II - OTHER INFORMATIONItem 1.

   

   Legal Proceedings

   17Item 1A

   

   Risk Factors

   17Item 2.

   

   Unregistered Sales of Equity Securities and Use of Proceeds

   17Item 3.

   

   Defaults Upon Senior Securities

   17Item 4.

   

   Removed and Reserved

   17Item 5.

   

   Other information

   17Item 6.

   

   Exhibits

   17
     3


PART I – FINANCIAL INFORMATION  ITEM 1. FINANCIAL STATEMENTS  The accompanying reviewed interim financial statements have been prepared in accordance with the instructions to Form 10-Q. Therefore, they do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. Except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Company's annual report on Form 10-K for the year ended April 30, 2013. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the six months ended October 31, 2013 are not necessarily indicative of the results that can be expected for the year ending.  4     mCig, Inc. (A Development Stage Company) BALANCE SHEETS


October 31,

   

   

   

   April 30,2013

   

   

   

   2013(unaudited)

   

   

   

   (audited)ASSETSCurrent assets:Cash and cash equivalents

   

   $

   13,809

   

   

   $

   3,600Total current assets

   

   

   13,809

   

   

   

   3,600Intangible asset, net

   

   

   18,536

   

   

   

   13,366Total assets

   

   $

   32,345

   

   

   $

   16,966LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent liabilities:Accounts payable

   

   $

   3,064

   

   

   $

   4,375Deferred revenue

   

   

   25,000

   

   

   

   50,000Due to related party

   

   

   53,050

   

   

   

   172,678Total liabilities

   

   

   81,114

   

   

   

   227,053STOCKHOLDERS’ DEFICITPreferred stock, $0.0001 par value per share, 50,000,000 shares authorized, 23,000,000 and zero shares issued and outstanding

   

   

   2,300

   

   

   

   -Common stock, $0.0001 par value per share, 1,000,000,000 shares authorized, 270,090,000 and 500,000,000 shares issued and outstanding

   

   

   27,009

   

   

   

   50,000Additional Paid in Capital

   

   

   209,269

   

   

   

   -Accumulated deficit during development stage

   

   

   (287,347)

   

   

   

   (260,087)Total stockholders' deficit

   

   

   (48,769)

   

   

   

   (210,087)Total liabilities and stockholders' deficit

   

   $

   32,345

   

   

   $

   16,966


The accompanying notes are an integral part of the financial statements.





5     mCig, Inc. (A Development Stage Company) STATEMENTS OF OPERATIONS (Unaudited)


For the

   Three

   Months

   Ended

   October 31

   2013

   

   For the

   Three

   Months

   Ended

   October 31

   2012

   

   For the

   Six

   Months

   Ended

   October 31

   2013

   

   For the

   Six

   Months

   Ended

   October 31

   2012

   

   Since

   Inception (December

   30, 2010)

   to

   October 31

   2013Revenue

   $

   13,180

   

   $

   12,500

   

   $

   25,680

   

   $

   25,000

   

   $

   75,680Cost of sales

   

   -

   

   

   7,034

   

   

   -

   

   

   7,105

   

   

   -Gross profit

   

   13,180

   

   

   5,466

   

   

   25,680

   

   

   17,895

   

   

   75,680Operating ExpensesAmortization expense

   

   1,294

   

   

   -

   

   

   2,587

   

   

   -

   

   

   4,743Professional fees

   

   6,202

   

   

   3,610

   

   

   15,427

   

   

   9,969

   

   

   108,793Travel expenses

   

   -

   

   

   37,184

   

   

   -

   

   

   88,064

   

   

   114,299General and administrative expenses

   

   9,658

   

   

   9,049

   

   

   19,026

   

   

   21,054

   

   

   119,292Share-based compensation

   

   15,900

   

   

   -

   

   

   15,900

   

   

   -

   

   

   15,900Total operating expenses

   

   33,053

   

   

   49,843

   

   

   52,940

   

   

   119,087

   

   

   363,027Other Income (Expense)  Debt forgiveness

   

   -

   

   

   -

   

   

   -

   

   

   -

   

   

   -Net loss

   $

   (19,873)

   

   $

   (44,377)

   

   $

   (27,260)

   

   $

   (101,192)

   

   $

   (287,347)Basic and diluted loss per share

   $

   (0.00)

   

   $

   (0.00)

   

   $

   (0.00)

   

   $

   (0.00)Weighted average shares of common stock outstanding - basic

   

   270,000,000

   

   

   270,000,000

   

   

   270,000,000

   

   

   270,000,000


The accompanying notes are an integral part of the financial statements.   6     mCig, Inc. (A Development Stage Company) STATEMENTS OF CASH FLOWS (Unaudited)


Since InceptionFor the six

   

   For the six

   

   (December 30,months ended

   

   months ended

   

   2010) toOctober 31,

   

   October 31,

   

   October 31,2013

   

   2012

   

   2013Cash flows from operating activitiesNet (loss)

   $

   (27,260)

   $

   (101,192)

   $

   (287,347)Adjustments to reconcile net loss to net cash used in operating activities:Amortization

   

   2,587

   

   -

   

   4,743Common stock issued for services  rendered

   

   15,900

   

   -

   

   15,900Changes in operating assets and liabilities:Accounts payable

   

   (1,311)

   

   (5,573)

   

   3,064Deferred revenue

   

   (25,000)

   

   75,000

   

   25,000Accrued expenses

   

   -

   

   -

   

   -Net cash used in operating activities

   

   (35,084)

   

   (31,765)

   

   (238,640)Cash flows from investing activitiesWebsite development cost

   

   (7,758)

   

   (9,400)

   

   (23,280)Net cash used in investing activities

   

   (7,758)

   

   (9,400)

   

   (23,280)Cash flows from financing activitiesAdvance from  related party

   

   53,050

   

   36,950

   

   225,728Issuance  of common stock for cash

   

   -

   

   -

   

   50,000Net cash flows provided by financing activities:

   

   53,050

   

   36,950

   

   275,728Net increase (decrease) in cash

   

   10,209

   

   (4,215)

   

   13,809Cash- beginning of period

   

   3,600

   

   9,737

   

   -Cash- end of period

   $

   13,809

   $

   5,522

   $

   13,809Supplemental non-cash informationLiabilities settled in stock

   $

   5,000

   $

   -

   $

   5,000Debt Forgiveness

   $

   172,678

   $

   -

   $

   172,678


The accompanying notes are an integral part of the financial statements.     7     mCig, Inc. (A Development Stage Company) Notes To Financial Statements (Unaudited) 1. BUSINESS DESCRIPTION AND BASIS OF PRESENTATION  mCig, Inc. (mCig) (fka Lifetech Industries) was incorporated in the State of Nevada on December 30, 2010 to develop a new day spa business in the affluent area of Montrose, California, surrounded by La Crescenta, La Canada, and Glendale.  On April 30, 2012, the company entered into a Joint Venture Agreement, a Distribution Agreement, and a Technology License Agreement (the “Agreements”) with Leadwill Corporation, a Japanese corporation (the “Manufacturer” and the “Licensor”).  Pursuant to the Joint Venture Agreement, we acquired the global exclusive right (excluding Japan) to make, use, sell and otherwise distribute all of the Manufacturer’s AWG products and technologies. In addition, we have the exclusive right to assign, sublicense, or otherwise subcontract our distribution and marketing rights to third parties. We were also granted an exclusive license to any and all of the Manufacturer’s patents, trademarks, and all other intellectual property related to AWG products and have the exclusive right to assign, sublicense, or otherwise transfer these rights to third parties. We will receive the Manufacturer’s AWG products at the price of twelve percent (12%) above wholesale costs for such products.  Pursuant to the Distribution Agreement, we were appointed as the Manufacturer’s sole and exclusive Distributor. As such, we were given the exclusive right to: (1) market, promote, sell, and distribute all of the Manufacturer’s current and future AWG products and technology; and (2) assign, sublicense, or otherwise subcontract these distribution and marketing rights to third parties worldwide (excluding Japan). The Manufacturer will receive ten percent (10%) of the net profits generated from our distribution of the AWG technology, less related costs and expenses.  Pursuant to the Technology License Agreement, we were granted an exclusive, perpetual license to make, manufacture, use, sell or otherwise distribute all of the Licensor’s AWG related technology. We were also granted the right to sublicense these rights to third parties at our sole discretion. We will pay the Licensor a royalty equal to ten percent (10%) of the Net Sales Revenue received from our sales of the licensed technology on a quarterly basis. Upon execution of the Agreements, Leadwill Corporation has agreed to (A) file all necessary “doing business as” (“d/b/a”) documents in Japan so that Leadwill shall d/b/a “Lifetech Japan,” (B) change its corporate name from “Leadwill Corporation” to “Lifetech Japan,” or (C) transfer or “spinoff” all and not less than all of its AWG business into a new, separate corporate entity in Japan, to be called “Lifetech Japan”. All of our rights set forth in the Agreements shall apply equally to the new, separate corporate entity.  On September 1, 2012, the company entered into a Joint Venture Agreement, a Distribution Agreement, and a Technology License Agreement (the “New Agreements”) with Lifetech Japan Corporation (the “New Manufacturer”), a Japanese corporation. The New Agreements were executed pursuant to the transfer of the AWG business from Leadwill to Lifetech Japan. The Lifetech AirWell System is a highly advanced air to water generator that produces high quality water by promoting and filtering the condensation of moisture from air. The Air Well System uses an advance triple step gathering system and 12-step purification process to produce water that is free of chemicals, pollutants, contaminants and hormones.  As of October 31, 2013, we did not purchase or make any sales of air to water generators. We were not able to raise enough investment to fund production or further product development.  Effective December 1, 2012 LifeTech Industries Inc. has signed an exclusive ten-country distribution agreement with SunPlex Limited. The three phases, previously disclosed, are not part of the distribution agreement. In accordance with the agreement SunPlex has 30 days from receipt of evaluation units to perform all of its product testing as well as its due diligence assessment, subject to acceptance by SunPlex.  Under the terms of the agreement, the project has the potential to bring sales of up to $75 Million. This is based upon five year forecasts that are non-binding on SunPlex. As of October 31, 2013 no revenue has been realized from the said distribution agreement.  As of October 31, 2013 no revenue has been realized from the said distribution agreement.  This agreement will be cancelled on April 30, 2014.  8     mCig, Inc. (A Development Stage Company) Notes To Financial Statements (Unaudited) 1. BUSINESS DESCRIPTION AND BASIS OF PRESENTATION (CONT.)  On May 23, 2013, the Company received a resignation notice from Benjamin Chung from all of his positions with the Company, including President, CEO, Principal Executive Officer, CFO, Principal Accounting Officer, Secretary, Treasurer and as Director.  On May 23, 2013, the Company appointed Paul Rosenberg as its new President, CEO, Principal Executive Officer, CFO, Principal Accounting Officer, Secretary, Treasurer and as Director.  Effective August 2, 2013, we have changed our name from "Lifetech Industries, Inc." to "mCig, Inc.".  As of October 31, 2013, we have adjusted the company's business plan and its technology by launching a new consumer product. Accordingly, mCig, Inc. has positioned itself as a technology company focused on two long-term secular trends sweeping the globe: (1) The decriminalization and legalization of marijuana for medicinal or recreational purposes (2) The adoption of electronic vaporizing cigarettes (commonly known as “eCigs”) by the world’s 1.2 Billion smokers. Designed in the USA – the mCig provides a superior smoking experience by heating (not burning) plant material, waxes, and oils delivering a smoother inhalation experience.  In accordance with our decision to change company's business model and strategy, all agreements related to the Lifetech business will be terminated and cancelled as of April 30, 2014. It will not have any impact on the current and future operations because all of these agreements are related to the previous business directions of the Company.  2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  Basis of presentation The Company’s accounting policies used in the preparation of the accompanying financial statements conform to accounting principles generally accepted in the United States of America ("US GAAP") and have been consistently applied.  Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. The most significant estimates include: revenue recognition; sales returns and other allowances; allowance for doubtful accounts; valuation of inventory; valuation and recoverability of long-lived assets; property and equipment; contingencies; and income taxes.  On a regular basis, management reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.  Development Stage Company The Company is a development stage company as defined in FASB ASC 915 “Development Stage Entities.”  The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced.  All losses accumulated since inception has been considered as part of the Company’s development stage activities.  Cash and cash equivalents The Company includes in cash and cash equivalents all short-term, highly liquid investments that mature within three months of their acquisition date. Cash equivalents consist principally of investments in interest-bearing demand deposit accounts and liquidity funds with financial institutions and are stated at cost, which approximates fair value. For cash management purposes the company concentrates its cash holdings in a new account at Bank of America and an old account at JP Morgan Chase Bank.  9     mCig, Inc. (A Development Stage Company) Notes To Financial Statements (Unaudited) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONT.)  Foreign currency translation The Company’s functional currency and its reporting currency is the United States Dollar.  Financial Instruments Fair Value of Financial Instruments The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale.  As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.  The three levels of the fair value hierarchy are described below:  Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;  Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;  Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).  Website development costs Under the provisions of FASB-ASC Topic 350, the Company previously capitalized costs of design, configuration, coding, installation, and testing of the Company’s website up to its initial implementation. Costs will be amortized to expense over an estimated useful life of three years using the straight-line method. Ongoing website post-implementation cost of operations, including training and application, are expensed as incurred. The Company evaluates the recoverability of website development costs in accordance with FASB-ASC Topic 350. As of the quarter ended October 31, 2013, management does not believe that there is a need for the impairment of costs incurred towards the development of its website. October, 31

   2013

   April 30,

   2013Website development cost

   $   23,280

   $     15,522Accumulated  amortization

   (4,743)

   (2,156)Total intangible assets

   $    18,537

   $      13,366
  Income Taxes Income taxes are accounted for under the assets and liability method.  Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.  Basic and Diluted Loss per Share The Company follows ASC Topic 260 to account for earnings per share.  Basic earnings per share (“EPS”) calculations are determined by dividing net loss by the weighted average number of shares of common stock outstanding during the year.  Diluted earnings per share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding.  During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.  10     mCig, Inc. (A Development Stage Company) Notes To Financial Statements (Unaudited) 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(CONT.)  Revenue recognition Our revenue recognition policy is in accordance with generally accepted accounting principles, which requires the recognition of sales when there is evidence of a sales agreement, the delivery of goods has occurred, the sales price is fixed or determinable and the collectability of revenue is reasonably assured.  In May 2012, we signed an agreement with Epik Investments Limited, a Limited Liability Corporation incorporated under the laws of the Hong Kong Special Administrative Region, assigning them the exclusive rights to sell and distribute all of our products in Hong Kong and the People’s Republic of China. These exclusive distribution rights are for a period of 2 years. We received consideration of $100,000 under the terms of the agreement.As of October 31, 2013, the company earned a total of $75,000 in revenue and accrued deferred revenue of $25,000related to this agreement.  Effective December 1, 2012 LifeTech Industries Inc. has signed an exclusive ten-country distribution agreement with SunPlex Limited. The three phases, previously disclosed, are not part of the distribution agreement. In accordance with the agreement SunPlex has 30 days from receipt of evaluation units to perform all of its product testing as well as its due diligence assessment, subject to acceptance by SunPlex.  Under the terms of the agreement, the project has the potential to bring sales of up to $75 Million.  This is based upon five year forecasts that are non-binding on SunPlex. As of October 31, 2013 no revenue has been realized from the said distribution agreement.  As of October 31, 2013 no revenue has been realized from the said distribution agreement.  This agreement will be cancelled on April 30, 2014.  All agreements related to the Lifetech business will be terminated and closed as of April 30, 2014. It will not have any impact on the current and future operations because all of these agreements are related to the previous business directions of the Company.  Recent accounting pronouncements The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations, or cash flows of the Company.  3. GOING CONCERN  As of October 31, 2013, our company has accumulated losses of $287,347 since inception. Our company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the year ending April 30, 2014.  In response to these problems, management intends to raise additional funds through public or private placement offerings.  These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.  4. STOCKHOLDERS’ EQUITY  Common Stock The authorized capital of the Company is 1,000,000,000 common shares with a par value of $0.0001 per share.  On July 13, 2011, the Company authorized the issuance of 250,000,000 shares of common stock at $0.0001 per share to Benjamin Chung, the former CEO.  The Company relied on Section 4(2) of the Securities Act for this issuance.    11     mCig, Inc. (A Development Stage Company) Notes To Financial Statements (Unaudited)  4. STOCKHOLDERS’ EQUITY (CONT.)  In January 2011, the Officer of the Company contributed an amount of $100 for stock which had not yet been issued. This amount was classified as Stock Payable on the balance sheet. On July 13, 2011, when 250,000,000 shares of common stock were issued, this amount was reclassified to additional paid in capital.  On July 13, 2011, the Company issued 250,000,000 shares of common stock at $0.001 per share to Benjamin Chung, the former CEO for services of $5,000 and for cash of $20,000.  The Company relied on Section 4(2) of the Securities Act for this issuance.  During the period between January 2011 and February 2011, the Company issued 250,000,000 shares of common stock under private placement agreements to various investors at $0.0001 per share. The Company received a total of $24,900, net of proceeds.  On September 17, 2013, the company issued 60,000 restricted shares of common stock at $0.21 per share for professional services rendered in order to promote the company via social media.  These shares were valued at $12,600 based on the price on the date of grant.  On October 18, 2013, the company issued 30,000 restricted shares of common stock at $0.11 per share for professional services rendered in order to promote the company via social media. These shares were valued at $3,300 based on the price on the date of grant.  Stock split Effective July 31, 2013, the company effected a 1 old for 10 new forward stock split of the Company’s common stock. As a result, our authorized capital increased from 200,000,000 to 1,000,000,000 shares of common stock and our issued and outstanding increased from 50,000,000 shares of common stock to 500,000,000 shares of common stock, all with a par value of $0.0001.  Preferred Stock As previously reported on the Form 10-Q filed by mCig, Inc. on December 16, 2013, the Company entered into a Share Cancellation / Exchange / Return to Treasury Agreement with Paul Rosenberg, the chief executive officer of mCig, Inc., for the cancellation of 230,000,000 shares of our common stock held by Mr. Rosenberg in exchange for 23,000,000 shares of our company’s Series A Preferred Stock. Under the terms of the Agreement the Preferred Shares are convertible and can be exchanged for a stated number of shares of the company's common stock, but not earlier than one year after the date of signature of the agreement.  The Share Cancellation / Exchange / Return to Treasury Agreement was amended on April 10, 2014. Under terms of which all or any part of the Preferred Shares held by Shareholder can be converted at any time or from time to time, and can be exchanged for a stated number of the company's Common Stock Shares.  As of May 28, 2014, there were no set conversion terms for the Series A preferred stock either in the certificate of designation of mCig’s Series A preferred stock or in the agreement, as amended, under which Mr. Rosenberg received 23,000,000 shares of Series A preferred stock.  The Board of Directors determines the stated number of the Company’s common stock shares into which the Series A preferred shares can be converted into – both with respect to the 23,000,000 Series A preferred shares already issued and with respect to the remaining 27,000,000 authorized but unissued shares of Series A preferred stock.  The Series A Preferred shares of mCig, Inc. carry ten (10) votes per each share of Preferred stock while mCig, Inc’s common shares carry one (1) vote per each share outstanding.  Thus, a logical conversion ratio for Mr. Rosenberg’s 23,000,000 Series A preferred shares would be 10:1 indicating the Preferred shares are exchangeable into 230,000,000 common shares in the Company.  On April 11, 2014, we filed a Certificate of Correction with the Secretary of State of the State of Nevada, solely to correct an error found in the Certificate of Designation, originally filed on September 11, 2013 (the “Prior Filing”). The Prior Filing incorrectly stated that shareholders have no preemptive rights to subscribe for, purchase or receive any part of any new or additional shares of any class, whether now or hereinafter authorized, or of bonds or  12     mCig, Inc. (A Development Stage Company) Notes To Financial Statements (Unaudited)  4. STOCKHOLDERS’ EQUITY (CONT.)  debentures, or other evidences of indebtedness convertible into or exchangeable for shares of any class, but all such new or additional shares of any class, or any bond, debentures or other evidences of indebtedness convertible into or exchangeable for shares, may be issued and disposed of by the Board of Directors on such terms and for such consideration (to the extent permitted by law), and to such person or persons as the Board of Directors in their absolute discretion may deem advisable.  The correct section 5 discloses that each holder of shares of Series A Preferred Stock shall have the right to convert, at any time and from time to time, all or any part of the Preferred Shares held by such Holder into a stated number of the company's Common Stock Shares.  In July 16, 2014, the Board of Directors approved the conversion rate of ten for one (ten shares of common stock for each share of Series A Preferred Stock). In addition, the Board of Directors reduced the number of shares of Series A Preferred Stock to the amount issued and outstanding (23,000,000) and executed a lock up agreement such that Mr. Rosenberg cannot convert the Series A Convertible Preferred Stock until after the year ended April 30, 2015.  5. RELATED PARTY TRANSACTIONS  On July 13, 2011, the Officer of the Company contributed an amount of $100 towards additional paid in capital.  As of April 30, 2013 the company was obligated to Mr. Benjamin Chung for an unsecured and non-interest bearing demand loan with a balance of $172,678.  Effective April 19, 2013 Benjamin Chung and Paul Rosenberg signed the “Debt Assignment, Consent and Release Agreement”, according to which the Assignor (Benjamin Chung) grants, assign, transfer and set over unto the Assignee (Paul Rosenberg) his entire right, title and interest in and to the Debt upon the terms and conditions contained in the Agreement.  On July 30, 2013, Mr. Paul Rosenberg, President and CEO, agreed to forgive all the debts (the sum of $172,678) owed to him by the Company and recorded as Additional Paid in Capital.  As of October 31, 2013, the President of the Company, Mr. Paul Rosenberg loaned the Company in the amount of $53,050 for operating purposes. The amount due to the related party is unsecured and non-interest-bearing and remains outstanding.  6. SUBSEQUENT EVENTS  On November 15, 2013, the company issued 45,000 restricted shares of common stock at $0.07 per share for professional services rendered in order to promote the company via social media. These shares were valued at $3,150 based on the price on the date of grant.  On December 12, 2013, the company made an amendment of Certificate of Incorporation to decrease the number of authorized shares of Common stock, $0.0001 par value per share, from 1,000,000,000 shares to 560,000,000 shares.  On July 16, 2014, the Board of Directorsapproved the conversion rate of ten for one (ten shares of common stock for each share ofSeries A Preferred Stock). In addition, the Board of Directors reduced the number of shares of Series A Preferred Stock to the amount issued and outstanding (23,000,000) and executed a lock up agreement such that Mr. Rosenberg cannot convert the Series A Convertible Preferred Stock until after the year ended April 30, 2015. A Current Report on Form 8-K was filed on July 18, 2014 and an Amendment to the Articles of Incorporation was filed with the State of Nevada (to be included, upon receipt of the stamped filed copy, as an Exhibit to the Company’s Form 10-K for the year ended April 30, 2014).  The intent of this action was to allow Mr. Rosenberg, who cancelled 230,000,000 shares of the Company common stock held by Mr. Rosenberg in exchange for 23,000,000 shares of the Company's Series A Preferred Stock, to be placed back in the position he was in prior to the exchange of common stock for preferred. Mr. Rosenberg undertook this action in the best interests of the shareholders in order to provide the availability of additional shares of common stock for prospective mergers or acquisitions. As Mr. Rosenberg is the sole director and holds the majority of capital voting shares, the decision was subjective and based upon his best judgment and his fiduciary duty to the shareholders. As the sole director and the holder of the majority of capital voting shares there is a risk that Mr. Rosenberg can reverse his decision or convert his Series A Convertible Shares after April 30, 2015, significantly diluting the common stock.  There are no plans or intentions for Mr. Rosenberg to convert his Series A Preferred Stock at present or after April 30, 2015.    13     ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  Forward Looking Statements This report on Form 10-Q contains certain forward-looking statements. All statements other than statements of historical fact are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues, or other financial items; any statements of the plans, strategies, and objectives of management for future operation; any statements concerning proposed new products, services, or developments; any statements regarding future economic conditions or performance; statements of belief; and any statement of assumptions underlying any of the foregoing. Such forward-looking statements are subject to inherent risks and uncertainties, and actual results could differ materially from those anticipated by the forward-looking statements.  Business Overview mCig, Inc. (mCig) (fka Lifetech Industries) was incorporated in the State of Nevada on December 30, 2010 to develop a new day spa business in the affluent area of Montrose, California, surrounded by La Crescenta, La Canada, and Glendale.  On April 30, 2012, the company entered into a Joint Venture Agreement, a Distribution Agreement, and a Technology License Agreement (the “Agreements”) with Leadwill Corporation, a Japanese corporation (the “Manufacturer” and the “Licensor”).  Pursuant to the Joint Venture Agreement, we acquired the global exclusive right (excluding Japan) to make, use, sell and otherwise distribute all of the Manufacturer’s AWG products and technologies. In addition, we have the exclusive right to assign, sublicense, or otherwise subcontract our distribution and marketing rights to third parties. We were also granted an exclusive license to any and all of the Manufacturer’s patents, trademarks, and all other intellectual property related to AWG products and have the exclusive right to assign, sublicense, or otherwise transfer these rights to third parties. We will receive the Manufacturer’s AWG products at the price of twelve percent (12%) above wholesale costs for such products.  Pursuant to the Distribution Agreement, we were appointed as the Manufacturer’s sole and exclusive Distributor. As such, we were given the exclusive right to: (1) market, promote, sell, and distribute all of the Manufacturer’s current and future AWG products and technology; and (2) assign, sublicense, or otherwise subcontract these distribution and marketing rights to third parties worldwide (excluding Japan). The Manufacturer will receive ten percent (10%) of the net profits generated from our distribution of the AWG technology, less related costs and expenses.  Pursuant to the Technology License Agreement, we were granted an exclusive, perpetual license to make, manufacture, use, sell or otherwise distribute all of the Licensor’s AWG related technology. We were also granted the right to sublicense these rights to third parties at our sole discretion. We will pay the Licensor a royalty equal to ten percent (10%) of the Net Sales Revenue received from our sales of the licensed technology on a quarterly basis. Upon execution of the Agreements, Leadwill Corporation has agreed to (A) file all necessary “doing business as” (“d/b/a”) documents in Japan so that Leadwill shall d/b/a “Lifetech Japan,” (B) change its corporate name from “Leadwill Corporation” to “Lifetech Japan,” or (C) transfer or “spinoff” all and not less than all of its AWG business into a new, separate corporate entity in Japan, to be called “Lifetech Japan”. All of our rights set forth in the Agreements shall apply equally to the new, separate corporate entity.  On September 1, 2012, the company entered into a Joint Venture Agreement, a Distribution Agreement, and a Technology License Agreement (the “New Agreements”) with Lifetech Japan Corporation (the “New Manufacturer”), a Japanese corporation. The New Agreements were executed pursuant to the transfer of the AWG business from Leadwill to Lifetech Japan. The Lifetech AirWell System is a highly advanced air to water generator that produces high quality water by promoting and filtering the condensation of moisture from air. The Air Well System uses an advance triple step gathering system and 12-step purification process to produce water that is free of chemicals, pollutants, contaminants and hormones.  As of October 31, 2013 we did not purchase or make any sales of air to water generators. We were not able to raise enough investment to fund production or further product development.  Effective December 1, 2012 LifeTech Industries Inc. has signed an exclusive ten-country distribution agreement with SunPlex Limited. The three phases, previously disclosed, are not part of the distribution agreement. In accordance with the agreement SunPlex has 30 days from receipt of evaluation units to perform all of its product testing as well as its due diligence assessment, subject to acceptance by SunPlex.   14     Under the terms of the agreement, the project has the potential to bring sales of up to $75 Million.  This is based upon five year forecasts that are non-binding on SunPlex. As of October 31, 2013 no revenue has been realized from the said distribution agreement. As of October 31, 2013 no revenue has been realized from the said distribution agreement.  This agreement will be cancelled on April 30, 2014.  On May 23, 2013, the Company received a resignation notice from Benjamin Chung from all of his positions with the Company, including President, CEO, Principal Executive Officer, CFO, Principal Accounting Officer, Secretary, Treasurer and as Director.  On May 23, 2013, the Company appointed Paul Rosenberg as its new President, CEO, Principal Executive Officer, CFO, Principal Accounting Officer, Secretary, Treasurer and as Director.  Effective August 2, 2013, we have changed our name from "Lifetech Industries, Inc." to "mCig, Inc.".  As of October 31, 2013, we have adjusted the company's business plan and its technology by launching a new consumer product. Accordingly, mCig, Inc. has positioned itself as a technology company focused on two long-term secular trends sweeping the globe: (1) The decriminalization and legalization of marijuana for medicinal or recreational purposes (2) The adoption of electronic vaporizing cigarettes (commonly known as “eCigs”) by the world’s 1.2 Billion smokers. We manufacture and retail the mCig — the world’s most affordable loose-leaf eCig priced at only $10. Designed in the USA — the mCig provides a superior smoking experience by heating plant material, waxes, and oils delivering a smoother inhalation experience.  All agreements related to the Lifetech business will be terminated and closed as of April 30, 2014. It will not have any impact on the current and future operations because all of these agreements are related to the previous business directions of the Company.  Liquidity and Capital Resources


Cash FlowsSix months endedOctober 31,2013

   

   

   

   Six months endedOctober 31,2012

   

   

   

   Since inception (December 30, 2010) toOctober 31,2013Net Cash From Used in Operating Activities

   

   $

   (35,084)

   

   

   $

   (31,765)

   

   

   $

   (238,640)Net Cash Used by Investing Activities

   

   $

   (7,757)

   

   

   $

   (9,400)

   

   

   $

   (23,280)Net Cash From Financing Activities

   

   $

   53,050

   

   

   $

   36,950

   

   

   $

   275,728Net Increase (Decrease) in Cash During the Period

   

   $

   10,209

   

   

   $

   (4,215)

   

   

   $

   13,809


Through October 31, 2013, the Company had not carried on any significant operations and had not generated any significant revenues. The Company has incurred losses since inception aggregating $287,347.  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has accumulated deficit since inception (December 30, 2010) to the quarter ended October 31, 2013 and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. However, these conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  Results of Operations for the Six Months Ended October 31, 2013 and 2012  Revenues Revenues for the six months ended October 31, 2013 and October 31, 2012 were $25,680 and $25,000 respectively as the result of the 2 year distribution contract signed with Epik Investments Limited in May 2012.  Cost of Goods Sold Cost of goods sold for the six months ended October 31, 2013 and October 31, 2012 were $0 and $7,105 respectively.   15     Net Loss For the six months ended October 31, 2013 and October 31, 2012 we incurred net loss of $27,260 and $101,192, respectively.  Expenses Our total operation expenses for the six months ended October 31, 2013 were $52,940, which consisted of $15,427 of professional fees, $2,587 of amortization, $19,026 of general and administrative expenses and $15,900 of share-based compensation. Our general and administrative expenses consist of bank charges, advertising and promotion, rent, computer and internet expenses, and other miscellaneous expenses. For the six months ended October 31, 2012 we incurred total expenses of $119,087, which consisted of $9,969 of professional fees, $88,064 of travel expenses and $21,054 of general and administrative expenses.  Since inception (December 30, 2010) to October 31, 2013, we incurred total expenses of $363,027, which consisted of $108,793 of professional fees, $114,299 of travel expenses, $4,743 of amortization, $119,292 of general and administrative expenses and $15,900 of share-based compensation.  Thus far all our expenses have been financed via advances from our controlling shareholder Mr. Paul Rosenberg who has committed to fund the product development and marketing of the mCig into the launch date and the foreseeable future.  Inflation The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.  Off-Balance Sheet Arrangements As of October 31, 2013, we had no off balance sheet transactions that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.  ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK  We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.  ITEM 4. CONTROLS AND PROCEDURES  Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and that such information is accumulated and communicated to our sole officer, as appropriate to allow timely decisions regarding required disclosure.  Under the new management team, as required by SEC Rule 15d-15(b), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive and our principal financial officer concluded that our disclosure controls and procedures were not effective due to the material weakness in our internal control over financial reporting that existed as of October 31, 2013, as described below.  During the quarter, ended October 31, 2013, the Company identified a deficiency in the Company’s internal control over financial reporting that constitutes a material weakness as of October 31, 2013. Specifically, our management review controls failed to detect errors in the initial filed Form 10-Q. As a result of this material weakness, management concluded that we did not maintain effective control over financial reporting as of October 31, 2013.  We will remediate the above identified material weakness and improve our internal control system including: improving processes, implementing additional controls and increased precision around management’s review controls. The management team will also provide guidance to employees to ensure clear understanding of the controls and procedures. The firm will utilize its technology to assist in the process of overseeing its business practices.  16      Changes in internal controls There were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) promulgated under the Exchange Act, during the quarter ended October 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  PART II – OTHER INFORMATION  ITEM 1. LEGAL PROCEEDINGS  Management is not aware of any legal proceedings contemplated by any governmental authority or any other party against us. None of our directors, officers or affiliates are (i) a party adverse to us in any legal proceedings, or (ii) have an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings that have been threatened against us.  ITEM 1A. RISK FACTORS  We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  On September 17, 2013, we authorized the issuance 60,000 restricted shares of common stock at $0.21 per share to company's consultant for professional services rendered in order to promote the company via social media. These shares were valued at $12,600 based on the price on the date of grant. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.  On October 18, 2013, we authorized the issuance 30,000 restricted shares of common stock at $0.11 per share to company's consultants for professional services rendered in order to promote the company via social media. These shares were valued at $3,300 based on the price on the date of grant. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering. ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES N/A. ITEM 5. OTHER INFORMATION None. ITEM 6. EXHIBITS  Exhibit

   ExhibitNumber

   Description10.1

   Consulting Agreement dated August 17, 2013 between the Company and Ryan Longley10.2

   Consulting Agreement dated September 18, 2013 between the Company and Andre Johnson10.3

   Consulting Agreement dated September 18, 2013 between the Company and Mark Linkhorst10.4

   Consulting Agreement dated September 18, 2013 between the Company and Matt Simmons31.1

   Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1

   Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   17      SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.


Dated:  July 21, 2014

   

   /s/Paul RosenbergPaul RosenbergPresident, Chief Executive Officer, Chief Financial Officer, Treasurer, and Director(Principal Executive Officer)


18