**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-K/A**

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES ACT OF 1934

 

For the fiscal year ended **May 31, 2014**

 

 ̈ 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 **333-182761**

 

| **Nhale, Inc.**               |
|-------------------------------|
| (Formerly Gankit Corporation) |

 

(Exact name of small business issuer as specified in its charter)

 

| **Nevada**                                    |   | **38-3870905**                  |
|-----------------------------------------------|--------|---------------------------------|
| (State or Other Jurisdiction of Organization) |   | (IRS Employer Identification #) |

 

| **8300 FM 1960 West, Suite 450**         |
|------------------------------------------|
| **Houston, Texas 77070**                 |
| (Address of principal executive offices) |

 

Registrant's telephone number, including area code: **(713) 510-3559**

 

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 x

 

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 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 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  ̈

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 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 /A or any amendment to this Form 10-K /A. 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 the definitions 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 the voting and non-voting common equity held by non-affiliates of the registrant as of October 31, 2013 was $0 as there was no public market for the registrant’s common stock as of that date.

 

The number of shares of the registrant’s common stock outstanding as of September 15, 2014: 30,000,000.

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 2 is being filed solely for the purpose of inserting the disclosure required by Item 308(a) of Regulation S-K related to management’s annual report on internal control over financial reporting, and to insert, on Exhibit 31.1, in the introduction to paragraph 4 and omitted paragraph 4(b) the reference to internal control over financial reporting as required by Item 601(b)(31)(i). These items were inadvertently omitted from the initial filing.

 

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| 2      |
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**PART IV**

 

**Item 15. Exhibits and Financial Statement Schedules**

 

| **Exhibit No.** |   | **Description**                                                                                  |
|-----------------|--------|--------------------------------------------------------------------------------------------------|
|            |   |                                                                                             |
| 3.1             |   | Certificate of Incorporation of Nhale, Inc. (formerly Gankit Corporation)1                       |
|            |   |                                                                                             |
| 3.2             |   | Bylaws of Nhale, Inc. (formerly Gankit Corporation)1                                             |
|            |   |                                                                                             |
| 4.1             |   | Specimen Stock Certificate of Gankit Corporation                                                 |
|            |   |                                                                                             |
| 4.2             |   | Promissory Note , dated April 11, 2012 ($50,000) payable to Hillsmere S.A.1                      |
|            |   |                                                                                             |
| 4.3             |   | Extension of Promissory Note originally dated April 11, 2012 ($50,000) Payable to Hillsmere S.A. |
|            |   |                                                                                             |
| 10.1            |   | Employment Agreement with Lance Williams                                                         |
|            |   |                                                                                             |
| 14.1            |   | Code of Ethics1                                                                                  |
|            |   |                                                                                             |
| 31.1            |   | Section 302 Certification of Periodic Report of Principal Executive Officer*                     |
|            |   |                                                                                             |
| 32.1            |   | Section 906 Certification of Periodic Report of Principal Executive Officer*                     |
|            |   |                                                                                             |
| 101.INS         |   | XBRL Instance Document                                                                           |
|            |   |                                                                                             |
| 101.SCH         |   | XBRL Taxonomy Extension Schema Document                                                          |
|            |   |                                                                                             |
| 101.CAL         |   | XBRL Taxonomy Extension Calculation Linkbase Document                                            |
|            |   |                                                                                             |
| 101.DEF         |   | XBRL Taxonomy Extension Definition Linkbase Document                                             |
|            |   |                                                                                             |
| 101.LAB         |   | XBRL Taxonomy Extension Label Linkbase Document                                                  |
|            |   |                                                                                             |
| 101.PRE         |   | XBRL Taxonomy Extension Presentation Linkbase Document                                           |

____________

* Filed herewith.

 

(1) Filed as an exhibit to the Company’s Registration Statement on Form S-1, filed with the Commission on July 20, 2012, and incorporated herein by reference.

 

(2) XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of this report for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

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|        |

 

**SIGNATURES**

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

|                     | **Nhale, Inc.** |                                                                                                                                                                       |
|--------------------------|-----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                     |            |                                                                                                                                                                       |
| Date: March 4, 2015 | By:             | */s/ Lance Williams*                                                                                                                                                       |   |
|                     | Name:           | Lance Williams                                                                                                                                                             |   |
|                     | Title:          | Chief Executive Officer (Principal Executive Officer)

Chief Financial Officer (Principal Financial Officer)

(Principal Accounting Officer), President, and Sole Director |   |

 

In accordance with 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.

 

| **Signature**        |   | **Title**                                                                                                           |   | **Date**      |
|----------------------|--------|---------------------------------------------------------------------------------------------------------------------|--------|---------------|
|                 |   |                                                                                                                |   |          |
| */s/ Lance Williams* |   | Chief Executive Officer (Principal Executive Officer),                                                              |   | March 4, 2015 |
| Lance Williams       |   | Chief Financial Officer (Principal Financial Officer), (Principal Accounting Officer), President, and Sole Director |   |          |
|                 |   |                                                                                                                |

 

 

 

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