UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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, 2013

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 333-181440

  

eWELLNESS HEALTHCARE CORPORATION

(f/k/a DIGNYTE, INC.)

(Exact name of registrant as specified in its charter)

 

Nevada   26-1607874
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

11825 Major Street, Culver City, California   90230
(Address of principal executive offices)   (Zip Code)

 

(310) 915-9700

(Registrant’s telephone number, including area code)

 

Copies of Communications to:

Rachael Schmierer

Hunter Taubman Weiss

130 W. 42nd Street, Floor 10

New York, NY 10036

(212) 917-512-0828

Fax (212) 202-6380

 

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

 

Securities registered under 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 Section 15(d) of the Act.

 

Yes [  ] No [X]

 

Indicate by check mark whether the issuer (1) 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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes [X] No [  ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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 [  ] (Do not check if a smaller reporting company) 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 [X] No [  ]

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter is $0.00.

 

The number of shares of Common Stock, $0.001 par value, outstanding on March 5, 2014 is 10,897,000 shares.

 

 

 

 
 

 

Explanatory Note

 

We are filing this Amendment No. 1 to the Form 10-K for the year ended December 31, 2013 (“Amended Report”) that we filed on March 6, 2014 (the “Original Report”) pursuant to a SEC comment letter dated June 2, 2014. This Amended Report is being filed to amend to correct a typographical error included on the cover page of the Original Report: the cover page of the Original Report stated that our common stock was registered pursuant to Section 12(g) of the Exchange Act of 1934, as amended (the “Exchange Act”), although it was not so registered as of the date of the Original Report. We registered our common stock pursuant to Section 12(g) of the Exchange Act on Form 8-A on May 1, 2014.

 

This Amended Report may not reflect events occurring after the filing of the Original Report, nor does it modify or update those disclosures presented therein, except with regard to the modifications described in this Explanatory Note and in the Company’s corporate name and address. Accordingly, this Amended Report should be read in conjunction with the Original Report and our other reports filed with the SEC subsequent to the filing of our Original Report, including any amendments to those filings.

 

 
 

  

Item 15. Exhibits and Financial Statement Schedules

 

Exhibit No.   Description
31.1   Certification of the Chief Executive Officer of Dignyte, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
     
31.2   Certification of the Chief Financial Officer of Dignyte, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 

* Filed herewith

 

 
 

 

SIGNATURES

 

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

 

eWellness  Healthcare Corporation    
(Registrant)    
       
By: /s/ Darwin Fogt   Date: June 25, 2014
  Darwin Fogt    
  President, CEO    

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Darwin Fogt   Chief Executive Officer and Director   June 25, 2014
Darwin Fogt   (principal executive officer)    

 

 
 

 

 

Exhibit 31.1 Certification of the Chief Executive Officer of Dignyte, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Darwin Fogt, certify that:

 

1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2013 of eWellness Healthcare Corporation. (the “registrant”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances made, not misleading with respect to the period covered by this report;

 

Date: June 25, 2014  
   
/s/ Darwin Fogt  
Darwin Fogt, Chief Executive Officer (Principal Executive Officer)  

  

 
 

 

 

Exhibit 31.2 Certification of the Chief Financial Officer of Dignyte, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, David Markowski, certify that:

 

1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2013 of eWellness Healthcare Corporation (the “registrant”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances made, not misleading with respect to the period covered by this report;

  

June 25, 2014  
   
/s/ David Markowski  
David Markowski, Chief Financial Officer (Principal Financial and Accounting Officer)