AWAW / White Fox Ventures, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

EX-10.2

Exhibit 10.2

Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2025 WHITE FOX VENTURES, INC. (Exact name of registrant as specified in its charter) Nevada File Number: 020-33367 39-3338203 (State of incorporation) (Commission File Number

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT, dated as of July 21, 2025 (this "Agreement") is entered into by and among WHITE FOX VENTURES, INC.

Breathe Ecig FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12( g ) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 333-178624 WHITE FOX VENTURES, INC. (Exact name of registrant as specifie

Breathe Ecig 0-Q

White Fox Ventures, Inc. - FORM form12b-25 OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 333-178624 CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-Q [ ] Form 10-D [ ] Fo

Breathe Ecig NT 10-K

SEC Connect OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

White Fox Ventures FORM 10-Q (Quarterly Report)

SEC Connect UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to WHITE FOX VENTURES, INC. (Exact name

Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities

Blueprint UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 White Fox Ventures Inc. (Exact name of Registrant as Specified in Its Charter) Nevada 333-178624 37-1640902 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 387 Park

White Fox Ventures FORM NT 10-Q

awawnt10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 000-54937 CUSIP NUMBER (Check one): oForm 20-F oForm 20-F oForm 11-K xForm 10-Q oForm 10-D oForm N-SAR oForm N-CSR For Period Ended: September 30, 2016 Transition Report on Form 10-K Transition Report on Form 20-F Transition Report on Form 11-K Transition Re

Current Report

8-K 1 awaw8kaug222016.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 WHITE FOX VENTURES INC. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.) (IRS

Current Report

8-K 1 awaw8kaug222016.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 WHITE FOX VENTURES INC. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.) (IRS

APPLICATION FORM NQ MINERALS PLC (ISDX: NQMI) (“The Company”)

ex10-1.htm Exhibit 10.1 APPLICATION FORM NQ MINERALS PLC (ISDX: NQMI) (?The Company?) FROM: (Applicant) Name: White Fox Ventures, Inc. Attention: Mr. Shinsuke Nakano, CEO *Address: Japan: 2-5-16-901, Shirogane, Minato-ku, Tokyo-to, 108-0072. Tel: +81-3-5544-8214 TO: NQ Minerals PLC Level 5 9 Beach Road Surfers Paradise QLD 4217 Application Letter The Applicant hereby applies for 15% of the ordinar

APPLICATION FORM NQ MINERALS PLC (ISDX: NQMI) (“The Company”)

ex10-1.htm Exhibit 10.1 APPLICATION FORM NQ MINERALS PLC (ISDX: NQMI) (?The Company?) FROM: (Applicant) Name: White Fox Ventures, Inc. Attention: Mr. Shinsuke Nakano, CEO *Address: Japan: 2-5-16-901, Shirogane, Minato-ku, Tokyo-to, 108-0072. Tel: +81-3-5544-8214 TO: NQ Minerals PLC Level 5 9 Beach Road Surfers Paradise QLD 4217 Application Letter The Applicant hereby applies for 15% of the ordinar

RESIGNATION FROM THE BOARD OF DIRECTORS WHITE FOX VENTURES INC.

ex10-1.htm Exhibit 10.1 RESIGNATION FROM THE BOARD OF DIRECTORS OF WHITE FOX VENTURES INC. The following is a true copy of the resolution duly adopted by the Board of Directors of the Corporation at a special meeting, notice to this meeting having been waived, held on 12th August, 2016; The Board Members who were present for this meeting & took active part therein were: SHINSUKE NAKANO TAKEHIRO AB

Current Report

8-K 1 awaw8kaug152016.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 WHITE FOX VENTURES INC. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.)

RESIGNATION FROM THE BOARD OF DIRECTORS WHITE FOX VENTURES INC.

ex10-1.htm Exhibit 10.1 RESIGNATION FROM THE BOARD OF DIRECTORS OF WHITE FOX VENTURES INC. The following is a true copy of the resolution duly adopted by the Board of Directors of the Corporation at a special meeting, notice to this meeting having been waived, held on 12th August, 2016; The Board Members who were present for this meeting & took active part therein were: SHINSUKE NAKANO TAKEHIRO AB

RESOLUTION OF THE BOARD OF DIRECTORS

ex10-2.htm Exhibit 10.2 RESOLUTION OF THE BOARD OF DIRECTORS OF WHITE FOX VENTURES INC. The following is a true copy of the resolution duly adopted by the Board of Directors of this Corporation at a special meeting, notice to this meeting having been waived, held on this 12th day of August 2016; The Board of Directors which was present for this meeting & took active part therein was: Shinsuke Naka

Current Report

8-K 1 awaw8kaug152016.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 WHITE FOX VENTURES INC. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.)

RESOLUTION OF THE BOARD OF DIRECTORS

ex10-2.htm Exhibit 10.2 RESOLUTION OF THE BOARD OF DIRECTORS OF WHITE FOX VENTURES INC. The following is a true copy of the resolution duly adopted by the Board of Directors of this Corporation at a special meeting, notice to this meeting having been waived, held on this 12th day of August 2016; The Board of Directors which was present for this meeting & took active part therein was: Shinsuke Naka

Breathe Ecig QUARTERLY REPORT (Quarterly Report)

10-Q 1 awaw10q.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2016 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to WHITE FOX VENTURE

Current Report

8-K 1 awaw8kaug122016.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 WHITE FOX VENTURES INC. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.) (IRS

RESOLUTION OF THE BOARD OF DIRECTORS WHITE FOX VENTURES INC.

ex10-2.htm Exhibit 10.2 RESOLUTION OF THE BOARD OF DIRECTORS OF WHITE FOX VENTURES INC. The following is a true copy of the resolution duly adopted by the Board of Directors of this Corporation at a special meeting, notice to this meeting having been waived, held on this 12th day of August 2016; The Board of Directors which was present for this meeting & took active part therein was: Shinsuke Naka

Breathe Ecig 0-Q

OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response .

Current Report

8-K 1 awaw8kaug122016.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 WHITE FOX VENTURES INC. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.) (IRS

RESOLUTION OF THE BOARD OF DIRECTORS WHITE FOX VENTURES INC.

ex10-2.htm Exhibit 10.2 RESOLUTION OF THE BOARD OF DIRECTORS OF WHITE FOX VENTURES INC. The following is a true copy of the resolution duly adopted by the Board of Directors of this Corporation at a special meeting, notice to this meeting having been waived, held on this 12th day of August 2016; The Board of Directors which was present for this meeting & took active part therein was: Shinsuke Naka

RESIGNATION FROM THE BOARD OF DIRECTORS WHITE FOX VENTURES INC.

ex10-1.htm Exhibit 10.1 RESIGNATION FROM THE BOARD OF DIRECTORS OF WHITE FOX VENTURES INC. The following is a true copy of the resolution duly adopted by the Board of Directors of the Corporation at a special meeting, notice to this meeting having been waived, held on 12th August, 2016; The Board Members who were present for this meeting & took active part therein were: SHINSUKE NAKANO TAKEHIRO AB

RESIGNATION FROM THE BOARD OF DIRECTORS WHITE FOX VENTURES INC.

ex10-1.htm Exhibit 10.1 RESIGNATION FROM THE BOARD OF DIRECTORS OF WHITE FOX VENTURES INC. The following is a true copy of the resolution duly adopted by the Board of Directors of the Corporation at a special meeting, notice to this meeting having been waived, held on 12th August, 2016; The Board Members who were present for this meeting & took active part therein were: SHINSUKE NAKANO TAKEHIRO AB

July 22, 2016

ex16-1.htm Exhibit 16.1 July 22, 2016 Securities and Exchange Commission 100 F Street NE Washington, DC 20549 We have read the statements that we understand White Fox Ventures Inc. (the ?Registrant? or the ?Company?) will include under Item 4.01 of the Form 8-K report it will file regarding the change in independent registered public accounting firms. We agree with such statements regarding our fi

Changes in Registrant's Certifying Accountant

bvap8kjuly182016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 WHITE FOX VENTURES INC. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OF INCORPORATION) (COMMISSION FILE NO.) (IRS NO.) 387 Park Avenue South, 5th Floor New York, NY 1

PRITCHETT, SILER & HARDY, P.C. CERTIFIED PUBLIC ACCOUNTANTS A PROFESSIONAL CORPORATION 1438 NORTH HIGHWAY 89, SUITE 130 FARMINGTON, UTAH 84025 (801) 447-9572 FAX (801) 447-9578

ex99-1.htm Exhibit 99.1 PRITCHETT, SILER & HARDY, P.C. CERTIFIED PUBLIC ACCOUNTANTS A PROFESSIONAL CORPORATION 1438 NORTH HIGHWAY 89, SUITE 130 FARMINGTON, UTAH 84025 (801) 447-9572 FAX (801) 447-9578 July 20, 2016 Shinsuke Nakano, CEO White Fox Ventures, Inc. 387 Park Avenue South, 5th Floor New York, NY 10016 We are pleased to confirm our understanding of the services we are to provide for White

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 bvap8kjune222016.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 WHITE FOX VENTURES INC. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OF INCORPORATION) (COMMISSION FILE NO.) (IRS NO.) 387 Park Avenue South, 5th Floor

Breathe Ecig AMENDMENT NO. 1 TO FORM 10-K (Annual Report)

10-K/A 1 bvap10kadec312015.htm AMENDMENT NO. 1 TO FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10-K/A AMENDMENT No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transitio

Breathe Ecig FORM 10-Q (Quarterly Report)

bvap10qmar312016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ??????? FORM 10-Q ??????? ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2016 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to WHITE FOX VENTU

Breathe Ecig ANNUAL REPORT (Annual Report)

bvap10kdec312015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 or [ ] 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 333-178624 BREAT

Current Report

8-K 1 bvap8kmay62016.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 BREATHE ECIG CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.) (IRS EMPLOY

EX-10.1

ex10-1.htm Exhibit 10.1

Current Report

bvap8kmay092016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 BREATHE ECIG CORP. (Exact Name of Registrant as Specified in its Charter) Nevada (STATE OF INCORPORATION) 333-178624 (COMMISSION FILE NO.) 37-1640902 (IRS NO.) 387 Park Avenue South, 5th Floor New York, NY 10016 (

Current Report

8-K 1 bvap8kapr142016.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 BREATHE ECIG CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.) (IRS EMPLO

Current Report

bvap8kapr12016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 BREATHE ECIG CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.) (IRS EMPLOYEE IDENTIFICATI

ACQUISITION AGREEMENT By and Between BREATHE ECIG CORP. WHITE FOX VENTURES INC. Dated as of 1st April, 2016

ex10-1.htm Exhibit 10.1 ACQUISITION AGREEMENT By and Between BREATHE ECIG CORP. and WHITE FOX VENTURES INC. Dated as of 1st April, 2016 THIS ACQUISITION AGREEMENT is made and entered into this 1st day of April, 2016 (the "Agreement") by and between BREATHE ECIG CORP., Inc. a Nevada corporation ("Buyer"), and White Fox Ventures Inc., an Nevada Corporation ("Seller"). WHEREAS , Seller operates a med

Breathe Ecig FORM 8-K (Current Report/Significant Event)

bvap8kmar102016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: April 5, 2016 (Date of earliest event reported: March 25, 2016) BREATHE ECIG CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCO

Breathe Ecig 0-K

Breathe eCig Corp. - FORM form12b-25 OMB APPROVAL OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-54937 CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ x ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D [ ] Form N-SA

Breathe Ecig Corp. Enters into Comprehensive Settlement Agreement in Federal Lawsuit Concerning the Transfer of Intellectual Property and the Retirement of $1,000,000 in Outstanding Promissory Notes

ex99-1.htm Exhibit 99.1 Breathe Ecig Corp. Enters into Comprehensive Settlement Agreement in Federal Lawsuit Concerning the Transfer of Intellectual Property and the Retirement of $1,000,000 in Outstanding Promissory Notes March 14, 2016 - Miami, Florida - Breathe Ecig Corp. (OTCQB: BVAP) ("Breathe" or "the Company"), currently manufacturing and operating in the electronic Cigarette industry, toda

EX-3.1

ex3-1.htm Exhibit 3.1

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 bvap8k-mar162016.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: March 16, 2016 (Date of earliest event reported: March 10, 2016) BREATHE ECIG CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JUR

Breathe Ecig Corp. Shareholders Ratify Management's Restructuring Plan

ex99-2.htm Exhibit 99.2 Breathe Ecig Corp. Shareholders Ratify Management's Restructuring Plan March 15, 2016 - New York, New York - Breathe Ecig Corp. (OTCQB: BVAP) ("Breathe" or "the Company"), today announced that the Company?s shareholders approved management's restructuring plan to amend the Company?s Certificate of Incorporation to increase the number of authorized shares of common stock fro

Breathe Ecig DEF 14A

bvapdef14afeb2016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) [

Breathe Ecig PRE 14A

bvappre14afeb2016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2)) [

January 22, 2016

ex99-1.htm Exhibit 99.1 January 22, 2016 Board of Directors Breathe eCig Corp. 322 Nancy Lynn Lane, Suite 7 Knoxville, Tennessee 37919 RE: Resignation from Breathe eCig Corp. To Whom It May Concern: Effective as of the date hereof, please accept this correspondence as formal notice of my resignation of my officer and director positions held with Breathe eCig Corp., a Nevada corporation (the ?Compa

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 bvap8kjan222016.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: January 22, 2016 BREATHE ECIG CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMM

Breathe eCig Corp. Chief Executive Officer Joshua Kimmel Resigns Company to Pursue Personal Interests and Company Appoints Seth M. Shaw as Interim Chairman & Chief Executive Officer Effective Immediately

ex99-3.htm Exhibit 99.3 Breathe eCig Corp. Chief Executive Officer Joshua Kimmel Resigns Company to Pursue Personal Interests and Company Appoints Seth M. Shaw as Interim Chairman & Chief Executive Officer Effective Immediately New York, N.Y. - (01/25/2016) - Breathe eCig Corp. (OTCQB: BVAP) (?Breathe? or the ?Company?), an electronic cigarette industry innovator and pioneer, today announced that

November 24, 2015

ex99-2.htm Exhibit 99.2 November 24, 2015 Board of Directors Breathe eCig Corp. 322 Nancy Lynn Lane, Suite 7 Knoxville, Tennessee 37919 RE: Resignation from Breathe eCig Corp. To Whom It May Concern: Effective as of the date hereof, please accept this correspondence as formal notice of my resignation Board of Directors (the ?Board?) of Breathe eCig Corp., a Nevada corporation (the ?Company?). My r

Exchange Agreement

ex10-2.htm Exhibit 10.2 THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED. Exchange Agreement This Exchange Agreement (this “Agreement”) is executed as of November 17, 2015 by and between Breathe eCig Corp. (formerly known as DNA Precious Metals, Inc.), a Nevada corporation (the “Company”), and Typenex Co-Inve

SETTLEMENT AGREEMENT, WAIVER AND RELEASE OF CLAIMS

ex10-1.htm Exhibit 10.1 SETTLEMENT AGREEMENT, WAIVER AND RELEASE OF CLAIMS This Settlement Agreement, Waiver and Release of Claims (this “Agreement”), dated November 17, 2015 (the “Effective Date”), is entered into by and between Typenex Co-Investment, LLC, a Utah limited liability company (“Typenex”), and Breathe eCig Corp. (formerly known as DNA Precious Metals, Inc.), a Nevada corporation (“Com

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 bvap8knov172015.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: November 17, 2015 BREATHE ECIG CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COM

Breathe Ecig 0-Q

Breathe eCig Corp. - FORM form12b-25 OMB APPROVAL OMB Number: 3235-0058 Expires: August 31, 2015 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 000-54937 CUSIP NUMBER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ x ] Form 10-Q [ ] Form 10-D [ ] Form N-SAR

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 bvap8koct162015.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: October 16, 2015 BREATHE ECIG CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMM

PROMISSORY NOTE

ex10-2.htm Exhibit 10.2 PROMISSORY NOTE $50,000 October 20, 2015 Knoxville, Tennessee For Value Received (this ?Note?), Breathe eCig Corp. (?Maker?), a Nevada corporation having a principal office address at 322 Nancy Lynn Lane, Suite 7, Knoxville, Tennessee 37919 hereby unconditionally promises to pay to the order of Peter Comito Family Trust (?Note Holder?), a Canadian corporation, at such addre

PROMISSORY NOTE

ex10-1.htm Exhibit 10.1 PROMISSORY NOTE $50,000 October 16, 2015 Knoxville, Tennessee For Value Received (this ?Note?), Breathe eCig Corp. (?Maker?), a Nevada corporation having a principal office address at 322 Nancy Lynn Lane, Suite 7, Knoxville, Tennessee 37919 hereby unconditionally promises to pay to the order of Natter Investments Inc. (?Note Holder?), a Canadian corporation, at such address

October 16, 2015

ex99-1.htm Exhibit 99.1 October 16, 2015 Board of Directors Breathe Ecig Corp. 322 Nancy Lynn Lane, Suite 7 Knoxville, Tennessee 37919 RE: Resignation from Breathe Ecig Corp. To Whom It May Concern: Effective as of the date hereof, please accept this correspondence as formal notice of my resignation Board of Directors (the ?Board?) of Breathe Ecig Corp., a Nevada corporation (the ?Company?). My re

Breathe Ecig FORM 8-K (Current Report/Significant Event)

breathe8koct82015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: October 7, 2015 BREATHE ECIG CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO

PROMISSORY NOTE

ex10-1.htm Exhibit 10.1 PROMISSORY NOTE $100,000 October 7, 2015 Knoxville, Tennessee For Value Received (this ?Note?), Breathe eCig Corp. (?Maker?), a Nevada corporation having a principal office address at 322 Nancy Lynn Lane, Suite 7, Knoxville, Tennessee 37919 hereby unconditionally promises to pay to the order of Bureaucom Inc. (?Note Holder?), a Canadian corporation, at such address as Note

PROMISSORY NOTE

EX-10.2 3 ex10-2.htm $100,000 PROMISSORY NOTE ISSUED BY THE COMPANY TO 3476863 CANADA INC. ON OCTOBER 14, 2015 Exhibit 10.2 PROMISSORY NOTE $100,000 October 14, 2015 Knoxville, Tennessee For Value Received (this “Note”), Breathe eCig Corp. (“Maker”), a Nevada corporation having a principal office address at 322 Nancy Lynn Lane, Suite 7, Knoxville, Tennessee 37919 hereby unconditionally promises to

Breathe Ecig FORM 8-K (Current Report/Significant Event)

bvap8ksep222015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: September 22, 2015 BREATHE ECIG CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE N

PROMISSORY NOTE

EX-10.1 2 ex10-1.htm Exhibit 10.1 PROMISSORY NOTE $400,000 September 30, 2015 Knoxville, Tennessee For Value Received (this “Note”), Breathe eCig Corp. (“Maker”), a Nevada corporation having a principal office address at 322 Nancy Lynn Lane, Suite 7, Knoxville, Tennessee 37919 hereby unconditionally promises to pay to the order of Giovanni Comito (“Note Holder”), a Canadian resident at such addres

PROMISSORY NOTE

ex10-2.htm Exhibit 10.2 PROMISSORY NOTE $75,000 September 22, 2015 Knoxville, Tennessee For Value Received (this ?Note?), Breathe eCig Corp. (?Maker?), a Nevada corporation having a principal office address at 322 Nancy Lynn Lane, Suite 7, Knoxville, Tennessee 37919 hereby unconditionally promises to pay to the order of Joshua Kimmel (?Note Holder?), a State of Tennessee resident at such address a

Breathe Ecig RW

breatherwoct2015.htm Breathe eCig Corp. 322 Nancy Lynn Lane, Suite 7 Knoxville, TN 37919 October 2, 2015 Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Susan Block, Esq. Ada D. Sarmento, Esq. VIA EDGAR Re: Breathe eCig Corp. Registration Statement on Form S-1 Registration No. 333-206431 Dear Ms. Block and Sarmento: Pursuant to

Breathe Ecig S-1

bvaps1aug2015.htm Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BREATHE ECIG CORP. (Exact name of registrant as specified in its charter) Nevada 1040 37-1640902 (State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number)

SECURITIES PURCHASE AGREEMENT

ex101.htm EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this ?Agreement?) is dated as of July 2, 2015, between Breathe eCig Corp., a Nevada corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditio

REGISTRATION RIGHTS AGREEMENT

ex102.htm EXHIBIT 10.2 EXHIBIT A REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of July 2, 2015, between Breathe eCig Corp., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securit

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 s781518k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: July 2, 2015 BREATHE ECIG CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.) (IR

COMMON STOCK PURCHASE WARRANT BREATHE ECIG CORP.

ex41.htm EXHIBIT 4.1 EXHIBIT B NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

c6251518k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: June 29, 2015 BREATHE ECIG CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.) (IRS EM

June 29, 2015

ex991.htm Exhibit 99.1 June 29, 2015 Board of Directors Breathe Ecig Corp. 322 Nancy Lynn Lane, Suite 7 Knoxville, Tennessee 37919 RE: Resignation from Breathe Ecig Corp. To Whom It May Concern: Please accept this correspondence as my resignation as a member of the Board of Directors (the ?Board?) of Breathe Ecig Corp., a Nevada corporation (the ?Company?). My resignation as member of the Board is

WAIVER AGREEMENT TO SHARE EXCHANGE AGREEMENT

ex101.htm Exhibit 10.1 WAIVER AGREEMENT TO SHARE EXCHANGE AGREEMENT This Waiver Agreement (the “Waiver Agreement”) to the Share Exchange Agreement is made as of June 8, 2015 by and between Breathe Ecig Corp. (f/k/a DNA Precious Metals, Inc.), a Nevada corporation (the “Company”), Breathe, LLC, a Tennessee limited liability company (“Breathe LLC”), Breathe eCig Corp., a Tennessee corporation (“Brea

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

j691508k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: June 8, 2015 BREATHE ECIG CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.) (IRS EMPL

May 6, 2015

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 May 6, 2015 Board of Directors Breathe eCig Corp. 322 Nancy Lynn Ln, Suite 7 Knoxville, TN 37919 RE: Resignation from Breathe eCig Corp. To Whom It May Concern: Please accept this correspondence as formal notice of my intent to resign from the Board of Directors (the “Board”) and from all representative capacities of Breathe eCig Corp. (the “Company”),

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

m5121508k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: May 6, 2015 BREATHE ECIG CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.) (IRS EMPL

SEPARATION AND GENERAL RELEASE AGREEMENT

Unassociated Document Exhibit 99.2 SEPARATION AND GENERAL RELEASE AGREEMENT THIS SEPARATION AGREEMENT (the ?Agreement?) is entered into as of May 6, 2015, by and between Breathe eCig Corp., a Nevada corporation (the ?Company?) and Christopher Clark (?Director?) (together, the ?Parties?). R E C I T A L S WHEREAS, Director was appointed a member of the Company?s Board of Directors (the ?Board?) on J

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

b3301508k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2015 (January 16, 2015) BREATHE ECIG CORP. (Exact name of registrant as specified in its charter) Nevada 333-178624 37-1640902 (State of I

BREATHE, LLC Table of Contents

EX-99.1 2 ex991.htm EXHIBIT 99.1 Exhibit 99.1 BREATHE, LLC Table of Contents Report of Independent Registered Public Accounting Firm F-1 Financial Statements Balance Sheets F-2 Statements of Operations F-3 Statement of Changes in Member’s Equity (Deficit) F-4 Statements of Cash Flows F-5 Notes to Financial Statements F-6 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Members of Bre

Breathe Ecig FOR PERIOD ENDED: DECEMBER 31, 2014

j330151nt10k.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number 333-178624 NOTIFICATION OF LATE FILING (Check One): x Form 10-K o Form 11-K o Form 20-F o Form 10-Q o Form N-SAR For Period Ended: December 31, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transit

Breathe eCig Corp. Unaudited Proforma Consolidated Balance Sheet December 31, 2013

EX-99.2 3 ex992.htm EXHIBIT 99.2 Exhibit 99.2 Breathe eCig Corp. Unaudited Proforma Consolidated Balance Sheet December 31, 2013 ASSETS Breathe DNAP Adjustments Consolidated Current Assets: Cash $ 13,346 $ 53,813 E $ 20,000 B $ 25,514 $ 61,645 Prepaid expenses 189,528 B 137,919 51,609 Sales tax receivable 27,943 B 17,097 10,846 Due from former subsidiary (post spinoff) B 5,288,703 C 5,288,703 - To

Breathe eCig Corp. Files Audited Financials Unique electronic cigarette manufacturer remains current on OTC status

EX-99.3 4 ex993.htm EXHIBIT 99.3 Exhibit 99.3 MEDIA CONTACT: Heather Ripley Ripley PR 865-977-1973 [email protected] FOR IMMEDIATE RELEASE Breathe eCig Corp. Files Audited Financials Unique electronic cigarette manufacturer remains current on OTC status KNOXVILLE, Tenn. – March 31, 2015 – Breathe eCig Corp. (OTCQB: BVAP), the electronic cigarette industry innovator and pioneer (“Breathe”), anno

AGREEMENT AND PLAN OF MERGER

ex22.htm Exhibit 2.2 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of March 5, 2015, is by and between DNA Precious Metals, Inc., a Nevada corporation (?Parent?), and Breathe Ecig Corp., a Nevada corporation and a direct wholly-owned subsidiary of Parent (Parent and Breathe Ecig Corp. are hereinafter collectively referred to as the ?Constituent Corporations?). BACKGROUND

*140105* BARBARA K.CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (776) 634-6708 Website: www.nvsos.gov Articles of Merger (PURSUANT TO NRS 92A.200) Page 1 Filed in the office of Barbara K. Cegavske Secretary of St

EX-2.1 2 ex21.htm EXHIBIT 2.1 Exhibit 2.1 *140105* BARBARA K.CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701-4201 (776) 634-6708 Website: www.nvsos.gov Articles of Merger (PURSUANT TO NRS 92A.200) Page 1 Filed in the office of Barbara K. Cegavske Secretary of State State of Nevada Document Number 20150103706-45 Filing Date and Time 03/05/2015 1:36 PM Entity Number E04

Breathe eCig Corp. Begins Trading as “BVAP” DNA Precious Metals Inc., Now Breathe eCig Corp., enters stock market under new ticker symbol

ex991.htm Exhibit 99.1 MEDIA CONTACT: Heather Ripley Ripley PR 865-977-1973 [email protected] FOR IMMEDIATE RELEASE Breathe eCig Corp. Begins Trading as ?BVAP? DNA Precious Metals Inc., Now Breathe eCig Corp., enters stock market under new ticker symbol KNOXVILLE, Tenn. ? March 11, 2015 ? DNA Precious Metals, Inc. (OTCQB: BVAP) announced today that, effective March 11, 2015, it will change its

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

a3111508k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: March 5, 2015 BREATHE ECIG CORP. (Exact Name of Registrant as Specified in its Charter) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.) (IRS EM

Breathe Ecig ESP

a36151corresp.htm JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] March 6, 2015 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Re: DNA Precious Metals, Inc. Form 10-K for the Year Ended December 31, 2013 Filed March

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: February 3, 2015 DNA PRECIOUS METALS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.) (IRS EMPLOYEE I

SHARE EXCHANGE AGREEMENT

Exhibit 10.1 SHARE EXCHANGE AGREEMENT THIS AGREEMENT is made effective as of the 16th day of January 2015 AMONG: DNA Precious Metals, Inc., a Nevada corporation, located at 9125 rue Pascal Gagnon, Suite 204 Saint Leonard, Quebec, Canada HIP 1Z4 (“DNAP” or the “Company”) AND Breath, LLC , a limited liability company, existing under the laws of Tennessee and having its principal place of business lo

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Unregistered Sales of Equity Securities, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: January 16, 2015 DNA PRECIOUS METALS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.) (IRS EMPLOYEE I

BVAP / Breathe Ecig Corp. CORRESP - -

DNA PRECIOUS METALS, INC. [Stationary] January 25, 2015 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Myra Moosariparambil Re: Form 10-K for the Year Ended December 31, 2013 Filed March 26, 2014 Amendment No. 2 to Form 10-K for the Year Ended December 31, 2013 and filed December 31, 2014 Response letter dated January 1

BVAP / Breathe Ecig Corp. CORRESP - -

JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] December 24, 2014 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Re: DNA Precious Metals, Inc. Form 10-K for the Year Ended December 31, 2013 Filed March 26, 2014 Amen

BVAP / Breathe Ecig Corp. CORRESP - -

JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] December 10, 20142 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Re: DNA Precious Metals, Inc. Form 10-K for the Year Ended December 31, 2013 Filed March 26, 2014 Fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: OCTOBER 17, 2014 DNA PRECIOUS METALS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.) (IRS EMPLOYEE I

TONY J. GIULIANO 630 -44TH AVENUE LACHINE, QUEBEC H8T 2K8

Exhibit 17 TONY J. GIULIANO 630 -44TH AVENUE LACHINE, QUEBEC H8T 2K8 October 17, 2014 James Chandik Chief Executive Officer & President DNA Precious Metals, Inc. 9125 Pascal Gagnon, Suite 204 Saint Leonard, Quebec HIP IZ4 Dear Sirs- This is to inform you that, further to the Record of Employment authorized and issued by DNA Precious Metals, Inc. on August 13, 2014, and effective August 13, 2014 in

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED: September 16, 2014 DNA PRECIOUS METALS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATI

AWAW / White Fox Ventures, Inc. NT 10-Q - - FOR PERIOD ENDED JUNE 30, 2014

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number 333-178624 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 11-K o Form 20-F x Form 10-Q o Form N-SAR For Period Ended: June 30, 2014 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form N-

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-178624 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): July 24, 2014 DNA PRECIOUS METALS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Nevada 1040 37-1640902 (STATE OR OTHER JURISDICTION OF IN

ASSET PURCHASE AND SALE AGREEMENT

EXHIBIT 10.1 ASSET PURCHASE AND SALE AGREEMENT THIS ASSET PURCHASE AND SALE AGREEMENT (“Agreement”) made July 24th , 2014 Lynx Mining LLC, a Texas limited liability company (“LYNX” or “SELLER”) and DNA Crypto Corp. a Nevada corporation (“DNAC” or the “PURCHASER”) RECITALS: DNAC is a wholly owned subsidiary of DNA Precious Metals, Inc. (“DNAP”). DNAC currently has ten million shares of authorized c

ASSET PURCHASE AND SALE AGREEMENT

Exhibit 10.1 ASSET PURCHASE AND SALE AGREEMENT THIS ASSET PURCHASE AND SALE AGREEMENT (“Agreement”) made June 20, 2014 Lynx Mining LLC, a Texas limited liability company (“LYNX” or “SELLER”) and DNA Crypto Corp. a Nevada corporation (“DNAC” or the “PURCHASER”) RECITALS: DNAC is a wholly owned subsidiary of DNA Precious Metals, Inc. (“DNAP”). DNAC currently has ten million shares of authorized comm

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-178624 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 20, 2014 DNA PRECIOUS METALS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Nevada 1040 37-1640902 (STATE OR OTHER JURISDICTION OF IN

Security Agreement

EX-10.5 6 ex105.htm EXHIBIT 10.5 Exhibit 10.5 Security Agreement This Security Agreement (this “Agreement”), dated as of April 28, 2014, is executed by DNA Precious Metals, Inc., a Nevada corporation (“Debtor”), in favor of Typenex Co-Investment, LLC, a Utah limited liability company (“Secured Party”). A. Debtor has issued to Secured Party a certain Secured Convertible Promissory Note of even date

SECURED CONVERTIBLE PROMISSORY NOTE

EX-10.2 3 ex102.htm EXHIBIT 10.2 Exhibit 10.2 SECURED CONVERTIBLE PROMISSORY NOTE Effective Date: April 28, 2014 U.S. $552,500.00 FOR VALUE RECEIVED, DNA Precious Metals, Inc., a Nevada corporation (“Borrower”), promises to pay to Typenex Co-Investment, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), $552,500.00 and any interest, fees, charges and late fees on the d

INVESTOR NOTE #1

EX-10.3 4 ex103.htm EXHIBIT 10.3 Exhibit 10.3 THIS NOTE MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE ALIENATED OR ENCUMBERED WITHOUT THE PRIOR WRITTEN CONSENT OF INVESTOR. $50,000.00 State of Utah April 28, 2014 INVESTOR NOTE #1 FOR VALUE RECEIVED, Typenex Co-Investment, LLC, a Utah limited liability company (the “Investor”), hereby promises to pay to DNA Precious Met

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: APRIL 28, 2014 DNA PRECIOUS METALS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.) (IRS EMPLOYEE IDE

Securities Purchase Agreement

EX-10.1 2 ex101.htm EXHIBIT 10.1 Exhibit 10.1 Securities Purchase Agreement This Securities Purchase Agreement (this “Agreement”), dated as of April 28, 2014, is entered into by and between DNA Precious Metals, Inc., a Nevada corporation (“Company”), and Typenex Co-Investment, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”). A. Company and Investor are executing a

DNA PRECIOUS METALS, INC. WARRANT TO PURCHASE SHARES OF COMMON STOCK

EX-10.4 5 ex104.htm EXHIBIT 10.4 Exhibit 10.4 THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: MARCH 31, 2014 DNA PRECIOUS METALS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.) (IRS EMPLOYEE IDE

Breathe Ecig FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013 (Annual Report)

a31014210k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or o 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 333-193873 DNA PRECIOUS ME

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED: MARCH 17, 2014 DNA PRECIOUS METALS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Nevada 333-193873 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)

Certificate of Amendment

Exhibit 3.1 ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: www.nvsos.gov Certificate of Amendment (PURSUANT TO NRS 78.385 AND 78.390) USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY Certificate of Amendment to Articles of Incorporation For Nevada Profit Corporations (Pursuant to NRS 78.385 and 78.390 - A

-

March 12, 2014 Mr. John Reynolds Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: DNA Precious Metals, Inc. Rule 477 Application for Withdrawal Registration Statement on Form S-1 Filed February 11, 2014 File No. 333-193873 Dear Mr. Reynolds: DNA Precious Metals, Inc. (the “Company”) respectfully requests the immedi

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March 12, 2014 Mr. John Reynolds Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: DNA Precious Metals, Inc. Rule 477 Application for Withdrawal Registration Statement on Form S-1 Filed February 11, 2014 File No. 333-193873 Dear Mr. Reynolds: Pursuant to Rule 477 under the Securities Act of 1933 (the “Act”), DNA Pre

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March 10, 2014 Mr. John Reynolds Assistant Director Division of Corporation Finance Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: DNA Precious Metals, Inc. Rule 477 Application for Withdrawal Registration Statement on Form S-1 Filed February 11, 2014 File No. 333-186099 Dear Mr. Reynolds: Pursuant to Rule 477 under the Securities Act of 1933 (the “Act”), DNA Pre

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: FEBRUARY 18, 2014 DNA PRECIOUS METALS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) (COMMISSION FILE NO.) (IRS EMPLOYEE

ASSET PURCHASE AGREEMENT (Mining Claims)

EX-10.9 7 ex109.htm EXHIBIT 10.9 Exhibit 10.9 ASSET PURCHASE AGREEMENT (Mining Claims) January 10, 2014 FROM; DNA Precious Metals Inc., a body duly incorporated as per the laws of Nevada, USA, having its principal operations office at 9125 Pascal Gagnon, suite 204, Saint-Leonard, Québec, H1P-1Z4, Canada herein represented by Ronald Mann, CEO and President. (Hereinafter the Purchaser and/or The Off

- AMENDMENT NO. 1

As filed with the Securities and Exchange Commission on February 11, 2014 Registration No.

MINING PROPERTY ACQUISITION AGREEMENT

EX-10.8 6 ex108.htm EXHIBIT 10.8 Exhibit 10.8 MINING PROPERTY ACQUISITION AGREEMENT THIS AGREEMENT is dated for reference (“November 27th”), 2013 BETWEEN: DNA CANADA INC., a company having an address at 9125 rue Pascal-Gagnon, Montréal, Quebec, Canada, H1P 1Z4, herein represented by Ronald Mann duly authorized as he so declares; (the “Purchaser” or the “Company”); AND: EXCEL GOLD MINING INC., a co

SECURITIES PURCHASE AGREEMENT

Exhibit 10.6 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated February 10th, 2014 by and between DNA Precious Metals, Inc., a Nevada corporation (the “Company”) and Mammoth Corporation (the “Purchaser”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in Article 1. WHEREAS, the parties desire th

ASSET PURCHASE AGREEMENT (Mining Claims)

EX-10.4 3 ex104.htm EXHIBIT 10.4 Exhibit 10.4 ASSET PURCHASE AGREEMENT (Mining Claims) FROM; DNA Precious Metals INC., a body duly incorporated as per the laws of Nevada, USA, having its principal operations office at 9125 Pascal Gagnon, suite 204, Saint-Leonard, Québec, H1P-1Z4, Canada herein represented by James Chandik, its president, duly authorized as per a resolution dated June1st 2010, a co

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by Registrant x Filed by Party other than Registrant o Check the appropriate box: o Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) x Definiti

SUBSIDIARY OF REGISTRANT

Exhibit 21 SUBSIDIARY OF REGISTRANT PARENT DNA Precious Metals, Inc., a Nevada corporation and the parent company SUBSIDIARY DNA Precious Metals, Inc., a Canadian corporation and the wholly owned subsidiary of DNA Precious Metals, Inc., a Nevada corporation.

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.7 EXHIBIT A REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 10th, 2014 between Mammoth Corporation (“Purchaser”) and DNA Precious Metals, Inc. (the “Company”). WHEREAS, simultaneously with the execution and delivery of this Agreement, the parties shall enter into the Securities Purchase Agreement, dated as of the date hereof, (the “Purchase Agreeme

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

Exhibit 23.a INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the inclusion in this Registration Statement of DNA Precious Metals, Inc. on Form S-1, Amendment No 1 of our report dated March 13, 2013 with respect to our audit of the financial statements of DNA Precious Metals, Inc. as of December 31, 2012 and 2011 and for the years then ended, which report appears in the Prospe

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.7 EXHIBIT A REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 10th, 2014 between Mammoth Corporation (“Purchaser”) and DNA Precious Metals, Inc. (the “Company”). WHEREAS, simultaneously with the execution and delivery of this Agreement, the parties shall enter into the Securities Purchase Agreement, dated as of the date hereof, (the “Purchase Agreeme

MINING PROPERTY ACQUISITION AGREEMENT

Exhibit 10.8 MINING PROPERTY ACQUISITION AGREEMENT THIS AGREEMENT is dated for reference (“November 27th”), 2013 BETWEEN: DNA CANADA INC., a company having an address at 9125 rue Pascal-Gagnon, Montréal, Quebec, Canada, H1P 1Z4, herein represented by Ronald Mann duly authorized as he so declares; (the “Purchaser” or the “Company”); AND: EXCEL GOLD MINING INC., a company having an address at 1155 R

ASSET PURCHASE AGREEMENT (Mining Claims)

Exhibit 10.4 ASSET PURCHASE AGREEMENT (Mining Claims) FROM; DNA Precious Metals INC., a body duly incorporated as per the laws of Nevada, USA, having its principal operations office at 9125 Pascal Gagnon, suite 204, Saint-Leonard, Québec, H1P-1Z4, Canada herein represented by James Chandik, its president, duly authorized as per a resolution dated June1st 2010, a copy of which is attached herewith;

ASSET PURCHASE AGREEMENT (Mining Claims)

Exhibit 10.9 ASSET PURCHASE AGREEMENT (Mining Claims) January 10, 2014 FROM; DNA Precious Metals Inc., a body duly incorporated as per the laws of Nevada, USA, having its principal operations office at 9125 Pascal Gagnon, suite 204, Saint-Leonard, Québec, H1P-1Z4, Canada herein represented by Ronald Mann, CEO and President. (Hereinafter the Purchaser and/or The Offeror) TO: Fayz Yacoub residing at

SUBSIDIARY OF REGISTRANT

EX-21 8 ex21.htm EXHIBIT 21 Exhibit 21 SUBSIDIARY OF REGISTRANT PARENT DNA Precious Metals, Inc., a Nevada corporation and the parent company SUBSIDIARY DNA Precious Metals, Inc., a Canadian corporation and the wholly owned subsidiary of DNA Precious Metals, Inc., a Nevada corporation.

Registration Statement -

As filed with the Securities and Exchange Commission on February 11, 2014 Registration No.

SECURITIES PURCHASE AGREEMENT

EX-10.6 4 ex106.htm EXHIBIT 10.6 Exhibit 10.6 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated February 10th, 2014 by and between DNA Precious Metals, Inc., a Nevada corporation (the “Company”) and Mammoth Corporation (the “Purchaser”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in Article

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

Exhibit 23.a INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the inclusion in this Registration Statement of DNA Precious Metals, Inc. on Form S-1 of our report dated March 13, 2013 with respect to our audit of the financial statements of DNA Precious Metals, Inc. as of December 31, 2012 and 2011 and for the years then ended, which report appears in the Prospectus, which is p

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Filed by Registrant x Filed by Party other than Registrant o Check the appropriate box: x Preliminary Information Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) o Definiti

DNA PRECIOUS METALS, INC. 2013 STOCK INCENTIVE PLAN

Exhibit 99 DNA PRECIOUS METALS, INC. 2013 STOCK INCENTIVE PLAN 1. Definitions For the purposes hereof and unless the context otherwise requires: “Agreement” means the written agreement between the Company and any Optionee or Grantee evidencing the grant of an Option or any Award and setting forth the terms thereof; “Award” means a grant of Restricted Stock, a Share Award or any or all of them; “Bl

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Commission file number: 333-178624 DNA PRECIOUS METALS, INC. (Exact name of Registrant as Specified in its Charter) Nevada 37-1640902 (State or other jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 9125 rue Pascal Gagnon, Suite 204, Saint Leon

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 12, 2013 Commission file number: 333-178624 DNA PRECIOUS METALS, INC. (Exact name of Registrant as Specified in its Charter) Nevada 37-1640902 (State or other jurisdiction of I

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 DNA Precious Metals, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 15, 2012 DNA PRECIOUS METALS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZAT

Other Events

8-K 1 m9201208k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED: SEPTEMBER 14, 2012 DNA PRECIOUS METALS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) Nevada 333-178624 37-1640902 (STATE OR OTHER JURISDICTION OF INCORPO

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DNA PRECIOUS METALS, INC. (Stationary) July 13, 2012 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Re: DNA Precious Metals, Inc. Amendment No. 8 to Registration Statement on Form S-1 Filed June 27, 2012 File No. 333-178624 Dear Sir/Madam: REQUEST FOR ACCELERATION: In accordance with Rules 460 and 461 promulgated pursua

- AMENDMENT NO. 8

As filed with the Securities and Exchange Commission on June 27, 2012 Registration No.

PROMISSORY NOTE

EX-10.5 3 ex105.htm EXHIBIT 10.5 Exhibit 10.5 PROMISSORY NOTE $500,000 May 13, 2011 1. FUNDAMENTAL PROVISIONS. The following terms will be used as defined terms in this Note: Payee and Holder: 754 2542 Canada Inc Maker: DNA Precious Metal, Inc. Principal Amount: $500,000.00 Maturity Dates: May 31, 2014 Default Interest Rate: 5% per annum Business Day: Any day of the year other than Saturdays, Sund

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CORRESP 15 filename15.htm JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] June 27, 2012 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Re: DNA Precious Metals, Inc. Amendment No. 7 to Registration Statement on Form

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EX-15 4 ex15.htm EXHIBIT 15 Exhibit 15 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion of our report dated June 6, 2012, for the three months ended March 31, 2012, related to the financial statements of DNA Precious Metals, Inc. , which appear in DNA Precious Metals, Inc’s Registration Statement on Amendment Number Eight dated June 27, 2012. We further c

Subsidiaries of Registrant

EX-21 5 ex21.htm EXHIBIT 21 Exhibit 21 Subsidiaries of Registrant DNA Precious Metals Canada Inc. is a wholly owned subsidiary.

PROMISSORY NOTE

Exhibit 10.5 PROMISSORY NOTE $500,000 May 13, 2011 1. FUNDAMENTAL PROVISIONS. The following terms will be used as defined terms in this Note: Payee and Holder: 754 2542 Canada Inc Maker: DNA Precious Metal, Inc. Principal Amount: $500,000.00 Maturity Dates: May 31, 2014 Default Interest Rate: 5% per annum Business Day: Any day of the year other than Saturdays, Sundays, or legal holidays in the sta

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JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] June 11, 2012 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Re: DNA Precious Metals, Inc. Amendment No. 6 to Registration Statement on Form S-1 Filed May 2, 2012 File

- AMENDMENT NO. 7

As filed with the Securities and Exchange Commission on June 11, 2012 Registration No.

Subsidiaries of Registrant

Exhibit 21 Subsidiaries of Registrant DNA Precious Metals Canada Inc. is a wholly owned subsidiary.

PROMISSORY NOTE

Exhibit 10.5 PROMISSORY NOTE $500,000 May 13, 2011 1. FUNDAMENTAL PROVISIONS. The following terms will be used as defined terms in this Note: Payee and Holder: 754 2542 Canada Inc Maker: DNA Precious Metal, Inc. Principal Amount: $500,000.00 Maturity Dates: May 31, 2014 Default Interest Rate: 5% per annum Business Day: Any day of the year other than Saturdays, Sundays, or legal holidays in the sta

- AMENDMENT NO. 6

As filed with the Securities and Exchange Commission on May 2, 2012 Registration No.

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JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] May 2, 2012 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Re: DNA Precious Metals, Inc. Amendment No. 5 to Registration Statement on Form S-1 Filed April 16, 2012 Fil

Subsidiaries of Registrant

Exhibit 21 Subsidiaries of Registrant DNA Precious Metals Canada Inc. is a wholly owned subsidiary.

- AMENDMENT NO. 5

As filed with the Securities and Exchange Commission on April 16, 2012 Registration No.

PROMISSORY NOTE

EX-10.5 2 ex105.htm EXHIBIT 10.5 Exhibit 10.5 PROMISSORY NOTE $500,000 May 13, 2011 1. FUNDAMENTAL PROVISIONS. The following terms will be used as defined terms in this Note: Payee and Holder: 754 2542 Canada Inc Maker: DNA Precious Metal, Inc. Principal Amount: $500,000.00 Maturity Dates: May 31, 2014 Default Interest Rate: 5% per annum Business Day: Any day of the year other than Saturdays, Sund

Subsidiaries of Registrant

Exhibit 21 Subsidiaries of Registrant DNA Precious Metals Canada Inc. is a wholly owned subsidiary.

Subsidiaries of Registrant

EX-21 4 ex21.htm EXHIBIT 21 Exhibit 21 Subsidiaries of Registrant DNA Precious Metals Canada Inc. is a wholly owned subsidiary.

PROMISSORY NOTE

Exhibit 10.5 PROMISSORY NOTE $500,000 May 13, 2011 1. FUNDAMENTAL PROVISIONS. The following terms will be used as defined terms in this Note: Payee and Holder: 754 2542 Canada Inc Maker: DNA Precious Metal, Inc. Principal Amount: $500,000.00 Maturity Dates: May 31, 2014 Default Interest Rate: 5% per annum Business Day: Any day of the year other than Saturdays, Sundays, or legal holidays in the sta

- AMENDMENT NO. 4

S-1/A 1 c34123s1a4.htm AMENDMENT NO. 4 As filed with the Securities and Exchange Commission on April 3, 2012 Registration No. 333-178624 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NUMBER FOUR FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DNA PRECIOUS METALS, INC. (Exact Name of Registrant) Nevada 1040 37-1640902 (State or Other Jurisdiction

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CORRESP 14 filename14.htm JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] April 3, 2012 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Re: DNA Precious Metals, Inc. Amendment No. 3 to Registration Statement on Form

- AMENDMENT NO. 3

S-1/A 1 s315120s1a3.htm AMENDMENT NO. 3 As filed with the Securities and Exchange Commission on March 15, 2012 Registration No. 333-178624 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NUMBER THREE FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DNA PRECIOUS METALS, INC. (Exact Name of Registrant) Nevada 1040 37-1640902 (State or Other Jurisdict

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CORRESP 14 filename14.htm JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] March 15, 2012 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Re: DNA Precious Metals, Inc. Amendment No. 2 to Registration Statement on Form

Subsidiaries of Registrant

EX-21 4 ex21.htm EXHIBIT 21 Exhibit 21 Subsidiaries of Registrant DNA Precious Metals Canada Inc. is a wholly owned subsidiary.

PROMISSORY NOTE

EX-10.5 3 ex105.htm EXHIBIT 10.5 Exhibit 10.5 PROMISSORY NOTE $500,000 May 13, 2011 1. FUNDAMENTAL PROVISIONS. The following terms will be used as defined terms in this Note: Payee and Holder: 754 2542 Canada Inc Maker: DNA Precious Metal, Inc. Principal Amount: $500,000.00 Maturity Dates: May 31, 2014 Default Interest Rate: 5% per annum Business Day: Any day of the year other than Saturdays, Sund

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CORRESP 20 filename20.htm DNA PRECIOUS METALS INC. (Stationary) February 28, 2012 Securities and Exchange Commission Washington, D.C. Re: DNA Precious Metals, Inc. Registration Statement on Form S-1 Filed December 20, 2011 File No. 333-178624 Dear Sir/Madam: The following is filed in connection with the comment letter dated January 16, 2012. The undersigned, on behalf of DNA Precious Metals, Inc.

PROMISSORY NOTE

EX-10.5 6 ex105.htm EXHIBIT 10.5 Exhibit 10.5 PROMISSORY NOTE $500,000 May 13, 2011 1. FUNDAMENTAL PROVISIONS. The following terms will be used as defined terms in this Note: Payee and Holder: 754 2542 Canada Inc Maker: DNA Precious Metal, Inc. Principal Amount: $500,000.00 Maturity Dates: May 31, 2014 Default Interest Rate: 5% per annum Business Day: Any day of the year other than Saturdays, Sund

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CORRESP 19 filename19.htm JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] February 28, 2012 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Re: DNA Precious Metals, Inc. Amendment No. 2 to Registration Statement on F

Subsidiaries of Registrant

EX-21 7 ex21.htm EXHIBIT 21 Exhibit 21 Subsidiaries of Registrant DNA Precious Metals Canada Inc. is a wholly owned subsidiary.

- AMENDMENT NO. 2

As filed with the Securities and Exchange Commission on February 28, 2012 Registration No.

[SEAL] DEAN HELLER Secretary of State 205 North Carson Streen Carson City, Nevada 89701-4299 (775) 854-5708 Website: secretaryofstate.biz

EX-3.1 4 ex31.htm EXHIBIT 3.1 Exhibit 3.1 [SEAL] DEAN HELLER Secretary of State 205 North Carson Streen Carson City, Nevada 89701-4299 (775) 854-5708 Website: secretaryofstate.biz Articles of Incorporation (PURSUANT TO NRS 78) Entity # E0427412006-4 Document Number: 20060358413-02 Date Filed: 6/2/2006 8:02:33 AM In the office of [SIGNATURE] Dean Heller Secretary of State Important: Read attached I

Certificate of Amendment (PURSUANT TO NRS 78.380)

EX-3.2 5 ex32.htm EXHIBIT 3.2 Exhibit 3.2 ROSS MILLER Secretary of State 204 North Carson Street, Ste 1 Carson City, Nevada 89701-4299 (775) 684 5708 Website: www.nvsos.gov Filed in the office of Ross Miller Secretary of State State of Nevada Document Number 20080694425-00 Filing Date and Time 10/20/2008 10:24 AM Entity Number E0427412006-4 Certificate of Amendment (PURSUANT TO NRS 78.380) USE BLA

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DNA PRECIOUS METALS, INC. [Stationary] January 31, 2012 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Re: DNA Precious Metals, Inc. Request for Acceleration filed January 26, 2012 File No. 333-178624 WITHDRAWAL OF OUR REQUEST FOR ACCELERATION: Dear Sir/Madam: We hereby withdraw our request for acceleration pending clea

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CORRESP 14 filename14.htm JEFFREY G. KLEIN, P.A. 301 Yamato Road Suite 1240 Boca Raton, Florida 33431 Telephone: (561)953-1126 Telefax: (561)994-6693 Email: [email protected] January 24, 2012 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Re: DNA Precious Metals, Inc. Registration Statement on Form S-1 Filed Decemb

PROMISSORY NOTE

EX-10.5 3 ex105.htm EXHIBIT 10.5 Exhibit 10.5 PROMISSORY NOTE $500,000 May 13, 2011 1. FUNDAMENTAL PROVISIONS. The following terms will be used as defined terms in this Note: Payee and Holder: 754 2542 Canada Inc Maker: DNA Precious Metal, Inc. Principal Amount: $500,000.00 Maturity Dates: May 31, 2014 Default Interest Rate: 5% per annum Business Day: Any day of the year other than Saturdays, Sund

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DNA PRECIOUS METALS, INC. [Stationary] January 24, 2012 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D. C. 20549 Attention: Re: DNA Precious Metals, Inc Registration Statement on Form S-1 Filed December 20, 2011 File No. 333-178624 REQUEST FOR ACCELERATION: Dear Sir/Madam: In accordance with Rules 460 and 461 promulgated pursuant to the Sec

- AMENDMENT NO. 1

S-1/A 1 s125120s1a1.htm AMENDMENT NO. 1 As filed with the Securities and Exchange Commission on January 26, 2012 Registration No. 333-178624 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. ONE TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DNA PRECIOUS METALS, INC. (Exact Name of Registrant) Nevada 1040 37-1640902 (State or Other Jurisdict

Subsidiaries of Registrant

EX-21 4 ex21.htm EXHIBIT 21 Exhibit 21 Subsidiaries of Registrant DNA Precious Metals Canada Inc. is a wholly owned subsidiary.