Delaware
|
84-1070932
|
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
|
incorporation or organization)
|
Identification No.)
|
|
3800 North 28Th Way
|
||
Hollywood, FL
|
33020
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☒
|
Emerging growth company
|
☐
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
||
Common Stock, par value $0.0001 per share
|
HCMC
|
OTC Pink Marketplace
|
|
PAGE
|
1
|
|
1
|
|
1
|
|
2
|
|
3
|
|
5
|
|
6
|
|
12
|
|
17
|
|
17
|
|
18
|
|
18
|
|
18
|
|
18
|
|
18
|
|
18
|
|
18
|
|
18
|
|
19
|
|
Convertible
Preferred Stock
|
Common Stock
|
Additional
Paid-In
|
Accumulated
|
|||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||
Balance – July 1, 2021
|
5,000
|
$
|
5,000,000
|
333,179,132,384
|
$
|
33,317,913
|
$
|
26,546,415
|
$
|
(32,875,464)
|
$
|
31,988,864
|
||||||||
Stock options exercised
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||
Series D Convertible Preferred Stock exercised
|
(4,200)
|
(4,200,000)
|
6,562,500,000
|
656,250
|
3,543,750
|
-
|
-
|
|||||||||||||
Issuance of common stock in connection with the Rights Offering, net of offering costs
|
-
|
-
|
-
|
-
|
765,659
|
-
|
765,659
|
|||||||||||||
Net Income
|
-
|
-
|
-
|
-
|
-
|
(1,049,881)
|
(1,049,881)
|
|||||||||||||
Balance – September 30, 2021
|
800
|
$
|
800,000
|
339,741,632,384
|
$
|
33,974,163
|
$
|
30,855,824
|
$
|
(33,925,345)
|
$
|
31,704,642
|
Convertible
Preferred Stock
|
Common Stock
|
Additional
Paid-In
|
Accumulated
|
|||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||
Balance – July 1, 2020
|
20,150
|
$
|
20,150,116
|
87,558,296,598
|
$
|
8,755,829
|
$
|
5,706,544
|
$
|
(30,146,453)
|
$
|
4,466,036
|
||||||||
Issuance of common stock in connection with cashless exercise of Series A warrants
|
-
|
-
|
17,552,551,418
|
1,755,255
|
(1,755,255)
|
-
|
-
|
|||||||||||||
Stock-based compensation expense
|
-
|
-
|
-
|
-
|
1,875
|
-
|
1,875
|
|||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(1,300,965)
|
(1,300,965)
|
|||||||||||||
Balance – September 30, 2020
|
20,150
|
$
|
20,150,116
|
105,110,848,016
|
$
|
10,511,084
|
$
|
3,953,164
|
$
|
(31,447,418)
|
$
|
3,166,946
|
Convertible
Preferred Stock
|
Common Stock
|
Additional
Paid-In
|
Accumulated
|
|||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||
Balance – January 1, 2021
|
16,277
|
$
|
16,277,116
|
143,840,848,017
|
$
|
14,384,084
|
$
|
3,955,039
|
$
|
(32,358,871)
|
$
|
2,257,368
|
||||||||
Series C Convertible Preferred Stock exercised
|
(16,277)
|
(16,277,116)
|
162,771,153,001
|
16,277,116
|
-
|
-
|
-
|
|||||||||||||
Stock options exercised
|
-
|
-
|
2,275,000,000
|
227,500
|
-
|
-
|
227,500
|
|||||||||||||
Issuance of Series D Convertible Preferred stock in connection with the Securities Purchase Agreement
|
5,000
|
5,000,000
|
-
|
-
|
-
|
-
|
5,000,000
|
|||||||||||||
Series D Convertible Preferred Stock exercised
|
(4,200)
|
(4,200,000)
|
6,562,500,000
|
656,250
|
3,543,750
|
-
|
-
|
|||||||||||||
Issuance of common stock
|
-
|
-
|
1,182,831,056
|
118,283
|
1,289,273
|
-
|
1,407,556
|
|||||||||||||
Issuance of common stock in connection with the Rights Offering, net of offering costs
|
-
|
-
|
27,046,800,310
|
2,704,680
|
21,639,637
|
-
|
24,344,317
|
|||||||||||||
Issuance of awarded stock for officers and board member
|
-
|
-
|
2,250,000,000
|
225,000
|
(225,000)
|
-
|
-
|
|||||||||||||
Cancellation of awarded stock for officers and board member
|
-
|
-
|
(6,187,500,000)
|
(618,750)
|
618,750
|
-
|
-
|
|||||||||||||
Stock-based compensation expense
|
-
|
-
|
-
|
-
|
34,375
|
-
|
34,375
|
|||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(1,566,474)
|
(1,566,474)
|
|||||||||||||
Balance – September 30, 2021
|
800
|
$
|
800,000
|
339,741,632,384
|
$
|
33,974,163
|
$
|
30,855,824
|
$
|
(33,925,345)
|
$
|
31,704,642
|
Convertible
Preferred Stock
|
Common Stock
|
Additional
Paid-In
|
Accumulated
|
|||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Deficit
|
Total
|
||||||||||||||
Balance – January 1, 2020
|
20,150
|
$
|
20,150,116
|
67,698,494,244
|
$
|
6,769,849
|
$
|
7,618,245
|
$
|
(28,636,479)
|
$
|
5,901,731
|
||||||||
Issuance of common stock in connection with cashless exercise of Series A warrants
|
-
|
-
|
37,412,353,772
|
3,741,235
|
(3,741,235)
|
-
|
-
|
|||||||||||||
Stock-based compensation expense
|
-
|
-
|
-
|
-
|
76,154
|
-
|
76,154
|
|||||||||||||
Net loss
|
-
|
-
|
-
|
(2,810,939)
|
(2,810,939)
|
|||||||||||||||
Balance – September 30, 2020
|
20,150
|
$
|
20,150,116
|
105,110,848,016
|
$
|
10,511,084
|
$
|
3,953,164
|
$
|
(31,447,418)
|
$
|
3,166,946
|
Nine Months Ended September 30,
|
|||||
2021
|
2020
|
||||
OPERATING ACTIVITIES
|
|||||
Net loss
|
$
|
(1,566,474)
|
$
|
(2,810,939)
|
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|||||
Depreciation and amortization
|
379,536
|
424,020
|
|||
Gain on extinguishment of debt
|
(767,930)
|
-
|
|||
Loss (Gain) on investment
|
(10,954)
|
13,714
|
|||
Amortization of right-of-use asset
|
400,334
|
428,740
|
|||
Accrued interest on loan
|
60,809
|
-
|
|||
Stock-based compensation expense
|
34,375
|
76,154
|
|||
Impairment of intangible assets
|
-
|
380,646
|
|||
Changes in operating assets and liabilities:
|
|||||
Accounts receivable
|
(34,465)
|
(20,126)
|
|||
Inventories
|
(194,597)
|
(28,947)
|
|||
Prepaid expenses and vendor deposits
|
(11,779)
|
(58,175)
|
|||
Other assets
|
4,162
|
57,270
|
|||
Accounts payable and accrued expenses
|
11,405
|
264,971
|
|||
Contract liabilities
|
(145)
|
(7,423)
|
|||
Lease liability
|
(348,424)
|
(373,184)
|
|||
NET CASH USED IN OPERATING ACTIVITIES
|
(2,044,147)
|
(1,653,279)
|
|||
INVESTING ACTIVITIES
|
|||||
Collection of note receivable
|
40,831
|
23,767
|
|||
Purchases of property and equipment
|
(53,437)
|
(24,663)
|
|||
Purchases of patent
|
(12,500)
|
(89,415)
|
|||
NET CASH USED IN INVESTING ACTIVITIES
|
(25,106)
|
(90,311)
|
|||
FINANCING ACTIVITIES
|
|||||
Principal payments on loan payable
|
(255,592)
|
(209,941)
|
|||
Principal payment on the line of credit
|
(2,000,000)
|
-
|
|||
Proceeds from rights offering, net of offering costs
|
24,344,317
|
-
|
|||
Proceeds from loan and security agreement
|
-
|
2,540,000
|
|||
Proceeds from preferred stock
|
5,000,000
|
-
|
|||
Proceeds from paycheck protection plan
|
-
|
876,515
|
|||
Proceeds from exercise of stock options
|
227,500
|
-
|
|||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
27,316,225
|
3,206,574
|
|||
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENT AND RESTRICTED CASH
|
25,246,972
|
1,462,984
|
|||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH— BEGINNING OF PERIOD
|
2,925,475
|
3,525,415
|
|||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — END OF PERIOD
|
$
|
28,172,447
|
$
|
4,988,399
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
|
|||||
Cash paid for interest
|
$
|
36,792
|
$
|
161,876
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|||||
Issuance of common stock
|
$
|
1,290,260
|
$
|
-
|
|
September 30, 2021
|
December 31, 2020
|
||||||
Cash and Cash Equivalent
|
$
|
28,172,447
|
$
|
925,475
|
||||
Restricted cash, non-current portion
|
-
|
2,000,000
|
||||||
Total cash, cash equivalents and restricted cash
|
$
|
28,172,447
|
$
|
2,925,475
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Vapor
|
$
|
466,181
|
$
|
594,145
|
$
|
1,671,098
|
$
|
1,888,480
|
||||||||
Grocery
|
2,803,327
|
2,753,648
|
8,450,055
|
8,804,397
|
||||||||||||
Total revenue
|
$
|
3,269,508
|
$
|
3,347,793
|
$
|
10,121,153
|
$
|
10,692,877
|
||||||||
Retail Vapor
|
$
|
466,153
|
$
|
594,145
|
$
|
1,671,029
|
$
|
1,888,480
|
||||||||
Retail Grocery
|
2,475,887
|
2,369,942
|
7,438,115
|
7,653,754
|
||||||||||||
Food service/restaurant
|
305,626
|
248,757
|
908,476
|
823,724
|
||||||||||||
Online/eCommerce
|
15,199
|
75,009
|
85,174
|
261,158
|
||||||||||||
Wholesale Grocery
|
6,615
|
59,940
|
18,290
|
65,761
|
||||||||||||
Wholesale Vapor
|
28
|
-
|
69
|
-
|
||||||||||||
Total revenue
|
$
|
3,269,508
|
$
|
3,347,793
|
$
|
10,121,153
|
$
|
10,692,877
|
Description
|
|
Due Date
|
|
Interest Rate
|
|
|
Loan Amount
|
|
|
Proceeds
|
|
|
Remaining Balance
|
|
||||
Promissory Note
|
|
8/31/2022
|
|
|
7.0%
|
|
$
|
268,126
|
|
|
$
|
4,446
|
|
|
$
|
263,680
|
|
September 30, 2021
|
Useful Lives (Years)
|
Gross
Carrying Amount
|
Accumulated
Amortization
|
Net
Carrying Amount
|
||||||||
Trade names
|
8-10 years
|
$
|
923,000
|
$
|
(512,943)
|
$
|
410,057
|
|||||
Customer relationships
|
4-10 years
|
883,000
|
(634,385)
|
248,615
|
||||||||
Patents
|
10 years
|
372,165
|
(112,929)
|
259,236
|
||||||||
Non-compete
|
4 years
|
174,000
|
(121,438)
|
52,562
|
||||||||
Intangible assets, net
|
$
|
2,352,165
|
$
|
(1,381,695)
|
$
|
970,470
|
December 31, 2020
|
Useful Lives (Years)
|
Gross
Carrying Amount
|
Accumulated
Amortization
|
Net
Carrying Amount
|
||||||||
Trade names
|
8-10 years
|
$
|
923,000
|
(441,786)
|
$
|
481,214
|
||||||
Customer relationships
|
4-10 years
|
883,000
|
(475,073)
|
407,927
|
||||||||
Patents
|
10 years
|
359,665
|
(85,641)
|
274,024
|
||||||||
Non-compete
|
4 years
|
174,000
|
(88,813)
|
85,187
|
||||||||
Intangible assets, net
|
$
|
2,339,665
|
$
|
(1,091,313)
|
$
|
1,248,352
|
Years ending December 31,
|
||||
2021 (remaining three months)
|
$
|
95,335
|
||
2022
|
370,956
|
|||
2023
|
132,091
|
|||
2024
|
132,091
|
|||
2025
|
126,591
|
|||
Thereafter
|
113,406
|
|||
Total
|
$
|
970,470
|
|
As of September 30,
|
|||||||
2021
|
2020
|
|||||||
Beginning balance as January 1,
|
$
|
21,262
|
$
|
26,823
|
||||
Issued
|
35,936
|
33,221
|
||||||
Redeemed
|
(35,966
|
)
|
(39,405
|
)
|
||||
Breakage recognized
|
(115
|
)
|
(1,239
|
)
|
||||
Ending balance as of September 30,
|
$
|
21,117
|
$
|
19,400
|
_
|
Due Date
|
Interest Rate
|
September 30, 2021
|
December 31, 2020
|
||||||
Term Loan Credit Agreement
|
December 2023
|
7.00%
|
$
|
547,174
|
$
|
800,924
|
||||
Paycheck Protection Program
|
May 2022
|
1%
|
-
|
882,264
|
||||||
Line of Credit
|
July 2021
|
2.20%
|
-
|
2,000,000
|
||||||
Loan and Security Agreement ("PPE Loan")
|
March 2021
|
5%
|
-
|
1,232,414
|
||||||
Other debt
|
April 2023
|
5.3%
|
4,049
|
5,891
|
||||||
Total debt
|
$
|
551,223
|
4,921,493
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
2021
|
2020
|
2021
|
2020
|
||||||||
Stock-based compensation
|
$
|
-
|
$
|
1,875
|
$
|
34,375
|
$
|
76,154
|
|
As of September 30,
|
|||||||
2021
|
2020
|
|||||||
Preferred stock
|
1,250,000,000
|
201,501,000,000
|
||||||
Stock options
|
68,587,000,000
|
68,062,000,000
|
||||||
Warrants
|
-
|
36,460,000,000
|
||||||
Total
|
69,837,000,000
|
306,023,000,000
|
Three Months Ended September 30,
|
2020 to 2021
|
|||||||
2021
|
2020
|
Change $
|
||||||
SALES
|
||||||||
Vapor sales, net
|
$
|
466,181
|
$
|
594,145
|
$
|
(127,964)
|
||
Grocery sales, net
|
2,803,327
|
2,753,648
|
49,679
|
|||||
TOTAL SALES, NET
|
3,269,508
|
3,347,793
|
(78,285)
|
|||||
Cost of sales vapor
|
186,522
|
256,461
|
(69,939)
|
|||||
Cost of sales grocery
|
1,706,597
|
1,729,213
|
(22,616)
|
|||||
GROSS PROFIT
|
1,376,389
|
1,362,119
|
14,270
|
|||||
OPERATING EXPENSES
|
||||||||
Selling, general and administrative
|
2,427,256
|
2,195,275
|
231,981
|
|||||
Impairment of intangible assets
|
-
|
380,646
|
(380,646)
|
|||||
Total operating expenses
|
2,427,256
|
2,575,921
|
(148,665)
|
|||||
LOSS FROM OPERATIONS
|
(1,050,867)
|
(1,213,802)
|
162,935
|
|||||
OTHER INCOME (EXPENSE)
|
||||||||
Loss on investment
|
(557)
|
(2,571)
|
2,014
|
|||||
Interest income (expense), net
|
1,543
|
(84,592)
|
86,135
|
|||||
Total other income (expense), net
|
986
|
(87,163)
|
88,149
|
|||||
NET INCOME (LOSS)
|
$
|
(1,049,881)
|
$
|
(1,300,965)
|
$
|
251,084
|
Nine Months Ended September 30,
|
2021 to 2020
|
|||||||
2021
|
2020
|
Change $
|
||||||
SALES
|
||||||||
Vapor sales, net
|
$
|
1,671,098
|
$
|
1,888,480
|
$
|
(217,382)
|
||
Grocery sales, net
|
8,450,055
|
8,804,397
|
(354,342)
|
|||||
TOTAL SALES, NET
|
10,121,153
|
10,692,877
|
(571,724)
|
|||||
Cost of sales vapor
|
657,171
|
787,998
|
(130,827)
|
|||||
Cost of sales grocery
|
5,133,228
|
5,461,574
|
(328,346)
|
|||||
GROSS PROFIT
|
4,330,754
|
4,443,305
|
(112,551)
|
|||||
OPERATING EXPENSES
|
||||||||
Selling, general and administrative
|
6,599,224
|
6,735,815
|
(136,591)
|
|||||
Impairment of intangible assets
|
-
|
380,646
|
(380,646)
|
|||||
Total operating expenses
|
6,599,224
|
7,116,461
|
(517,237)
|
|||||
LOSS FROM OPERATIONS
|
(2,268,470)
|
(2,673,156)
|
404,686
|
|||||
OTHER INCOME (EXPENSE)
|
||||||||
Gain (loss) on investment
|
10,954
|
(13,714)
|
24,668
|
|||||
Interest expense, net
|
(76,888)
|
(123,969)
|
47,081
|
|||||
Gain on extinguishment of debt, net
|
767,930
|
-
|
767,930
|
|||||
Total other income (expense), net
|
701,996
|
(137,783)
|
839,779
|
|||||
NET LOSS
|
$
|
(1,566,474)
|
$
|
(2,810,939)
|
$
|
1,244,465
|
Nine Months Ended September 30,
|
|||||
2021
|
2020
|
||||
Net cash provided by (used in)
|
|||||
Operating activities
|
$
|
(2,044,147)
|
$
|
(1,653,279)
|
|
Investing activities
|
(25,106)
|
(90,311)
|
|||
Financing activities
|
27,316,225
|
3,206,574
|
|||
$
|
25,246,972
|
$
|
1,462,984
|
September 30, 2021
|
December 31, 2020
|
||||
Cash
|
$
|
28,172,447
|
$
|
925,475
|
|
Total assets
|
$
|
36,614,834
|
$
|
11,874,993
|
|
Percentage of total assets
|
76.94%
|
7.79%
|
● |
Failure to have properly documented and designed disclosure controls and procedures and testing of the operating effectiveness of our internal control over financial reporting
|
● |
Weakness around our purchase orders and inventory write-off procedures
|
● |
Segregation of duties due to lack of personnel
|
● |
Management continues to devote significant efforts toward improvement of effectiveness of control over financial reporting. This includes analyzing non-routine transactions before booking journal entries; Implemented a monthly variance fluctuation analysis across all segments. Variance analysis are communicated to operations and executives to make sure the results are accurate.
|
● |
Our management has increased its focus on the Company’s purchase order process in order to better manage inventory thereby improving cash management and ultimately leading to more reliable and precise financial reporting.
|
● |
Vendor payments and cash disbursement are reviewed on weekly basis by management and accounting team to ensure timely payment. Cash balances are communicated to management on weekly basis to improve cash management.
|
Exhibit
|
Incorporated by Reference
|
Filed or Furnished
|
||||||||
No.
|
Exhibit Description
|
Form
|
Date
|
Number
|
Herewith
|
|||||
31.1
|
Filed
|
|||||||||
31.2
|
Filed
|
|||||||||
32.1
|
Furnished *
|
|||||||||
32.2
|
Furnished *
|
|||||||||
101.INS
|
XBRL Instance Document
|
Filed
|
||||||||
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
Filed
|
||||||||
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
Filed
|
||||||||
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
Filed
|
||||||||
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
Filed
|
||||||||
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Filed
|
||||||||
104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
|
Filed
|
* |
This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
|
HEALTHIER CHOICES MANAGEMENT CORP.
|
||
Date: November 15, 2021
|
By:
|
/s/ Jeffrey Holman
|
Jeffrey Holman
|
||
Chief Executive Officer
|
||
Date: November 15, 2021
|
By:
|
/s/ John Ollet
|
John Ollet
|
||
Chief Financial Officer
|
1. |
I have reviewed this quarterly report on Form 10-Q of Healthier Choices Management Corp.;
|
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 under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Jeffrey Holman
|
|
Jeffrey Holman
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1. |
I have reviewed this quarterly report on Form 10-Q of Healthier Choices Management Corp.;
|
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 under which such statements were made, not misleading with respect to the period covered by this report;
|
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ John Ollet
|
|
John Ollet
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
1. |
The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
|
2. |
The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Jeffrey Holman
|
|
Jeffrey Holman
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
1. |
The quarterly report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and
|
2. |
The information contained in the quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ John Ollet
|
|
John Ollet
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|