UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM
_________________
| (Mark One) | ||
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended |
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:
(Exact name of registrant as specified in its charter)
_____________________
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
|
|
||
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted 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 such files). Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”,
and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes ☐ As of As of
Item 1. Financial Statements.
FINANCIAL STATEMENTS
BALANCE SHEETS
The accompanying notes are an integral part
of these unaudited financial statements
STATEMENTS OF OPERATIONS (Unaudited) The accompanying notes are an integral part
of these unaudited financial statements
STATEMENTS OF CHANGES IN
STOCKHOLDERS’ DEFICIT (UNAUDITED) Additional Paid in The accompanying notes are an integral part
of these unaudited financial statements
STATEMENTS OF CASH FLOWS ( The accompanying notes are an integral part
of these unaudited financial statements
Notes to the Unaudited Financial
Statements NOTE 1 Business operations for Nhale Inc. was abandoned
by former management and a custodianship action, as described in the subsequent paragraph, was commenced in 2020. Upon appointment as the Custodian of NHLE and
under its duties stipulated by the Nevada court, SCC took initiative to organize the business of the issuer. As Custodian, the duties
were to conduct daily business, hold shareholder meetings, appoint officers and directors, reinstate the company with the Nevada Secretary
of State. SCC also had authority to enter into contracts and find a suitable merger candidate. SCC was compensated for its role as custodian
in the amount of 500,000 shares of Convertible Series A Preferred Stock. On January 20, 2021, SCC entered into a Stock
Purchase Agreement with Bridgeview Capital Partners, LLC, whereby Bridgeview Capital Partners, LLC purchased 500,000 shares of Convertible
Bridgeview Capital Partners, LLC entered into
a Stock Purchas Agreement with Yang Chongyi whereby Yang Chongyi purchased 500,000 shares of Convertible Series A Preferred Stock. The Company
The
Company’s elderly care system incorporates integrated control of community elderly care; standardization of home elderly care services;
traceable tracking of financial income and expenditure; big data monitoring of health management; big data support of user portrait; convenient
and barrier-free operation mode. On
March 15, 2023, there was a change in control. Chongyi Yang sold the control block of Preferred A Stock to the persons as follows: Chunsheng
Qin purchased shares Yangtengjie
Qin purchased shares Fugui
Xie purchased shares The
purchase price was $ On March 27, 2023, China
De Xiao Quan Care Group Co., Ltd. (“CDXQ”) entered into a Non-Binding Letter of Intent (the “LOI”) in which the
Company would acquire all of the issued and outstanding securities of China Care Holding Group Inc., a Cayman corporation (“China
Care”). Mr. Chunsheng Qin is the sole owner of China De Xiao Quan Care Group Co., Ltd. The LOI contemplates
the acquisition of China Care, by CDXQ. China Care, which owns and operates Jiangsu De Xiao Quan Technology Group, a pioneer in elderly
caring industry, combining new generation of cloud intelligence with human-focused management. The company has self-developed an intelligent
caring system based on big data analysis and artificial intelligence, strengthening better care and tracking management for the elderly.
The LOI was entered into following arm’s length negotiations. The LOI proposes that
CDXQ would acquire 51% of the issued and outstanding stock of China Care in exchange for the newly issued CDXQ stock issuance to the shareholders
of 70 million shares of newly issued unregistered shares of common stock, par value $0.0001 per share, with no expiration date on the
conversion. Completion of the transaction
is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction
and employment agreements, satisfaction of the conditions negotiated therein and approval of the transaction by CDXQ’s board of
directors, and all applicable state and federal law. No assurance can be given that the parties will be able to negotiate and execute
a definitive agreement or that the transactions herein contemplated will close. CDXQ will file notice of such agreement with the Securities
and Exchange Commission on form 8-K when and if any such agreement is reached. On March 31, 2023, Chongyi
Yang resigned his position of officer and director and appointed Chunsheng Qin as President, CEO, Treasurer, Secretary and Director.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation Use of estimates The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Significant estimates include the estimated useful lives of property and equipment.
Actual results could differ from those estimates. Cash equivalents The Company considers all highly liquid investments
with a maturity of three months or less when purchased to be cash equivalents. Fair value of financial instruments The Company follows paragraph 825-10-50-10 of
the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of
the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.
Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States
of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value
measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation
techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices
(unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels
of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: Level 1: Quoted market prices available in active markets
for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs other than quoted prices in active
markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3: Pricing inputs that are generally unobservable inputs
and not corroborated by market data. The carrying amount of the Company’s financial assets and liabilities, such as prepaid expenses
and accrued expenses approximate their fair value because of the short maturity of those instruments. Income taxes The Company follow ASC 740-10-30, which requires
recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial
statements or tax returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement
and tax bases of assets and liabilities using enacted tax rates in effect for the fiscal year in which the differences are expected to
reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the
assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income
in the fiscal years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the Statements of Income in the period that includes the enactment date.
On December 22, 2017, the President of the United
States Net income (loss) per common share is computed
pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing
net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per
common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding
shares of common stock during the period. The weighted average number of common shares outstanding and potentially outstanding common
shares assumes that the Company incorporated as of the beginning of the first period presented. For the three months ended March 31, 2023 and
However, these shares have not been considered
in the weighted average share calculation as their inclusion would be anti-dilutive due to the net loss position for the Related parties A party is considered to be related to the Company
if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with
the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal
owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly
influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully
pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting
parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that
one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. Recently issued accounting pronouncements The Company has implemented all new accounting
pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise
disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have
a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN The Company’s In addition to operational expenses, as the Company
executes its business plan, it is incurring expenses related to complying with its public reporting requirements. In order to finance
these expenditures, the Company has raised capital in the form of debt, which will have to be repaid, as discussed in detail below. The
Company has depended on loans from private investors and outside investors for most of its operating capital. The Company will need to
raise capital in the next twelve months in order to remain in business. Management anticipates that significant dilution
will occur as a result of any future sales of the Company’s common stock, and this will reduce the value of its outstanding shares.
The Company cannot project the future level of dilution that will be experienced by investors as a result of its future financings, but
it will significantly affect the value of its shares. The accompanying financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications
of liabilities that may result from the possible inability of the Company to continue as a going concern.
NOTE 4 – PAYABLES AND ACCRUED INTERESTS NOTE 5 – NOTES PAYABLE During 2013 - 2016 the Company borrowed an aggregate
amount of $1,240,000 For debts in default taken out in Nevada, the
statutes of limitations on debt collection for written contracts are 6 years. The Company engages an attorney, who issued an opinion of
debt forgiveness on April 13, 2023 to clear out the debts in default more than six years in accordance with the law of State of Nevada
above. Based on the attorney letter, for all the notes payable in default for more than 6 years as of December 31, 2022 and subsequent
as of April 12, 2023, the Company recognized gain on debt forgiveness totaling $1,418,208 and 1,004,444, respectively. As of March 31, 2023 and December 31, 2022,
the Company held $ Weighted average interest rate of default was
NOTE 6 – INCOME TAXES Deferred taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred
tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts
of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated Staff Accounting
Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate of 21% is being used
due to the new tax law recently enacted. Deferred income taxes reflect the tax consequences
on future years of differences between the tax bases. Net operating loss carry-forwards and tax benefits arising therefore are as follows:
NOTE The LOI proposes that CDXQ would acquire 51% of
the issued and outstanding stock of China Care in exchange for the newly issued CDXQ stock issuance to the shareholders of 70 million
shares of newly issued unregistered shares of common stock, par value $0.0001 per share, with no expiration date on the conversion. Completion of the transaction is subject to, among
other matters, the completion of due diligence, the negotiation of a definitive agreement providing for the transaction and employment
agreements, satisfaction of the conditions negotiated therein and approval of the transaction by CDXQ’s board of directors, and
all applicable state and federal law. No assurance can be given that the parties will be able to negotiate and execute a definitive agreement
or that the transactions herein contemplated will close. CDXQ will file notice of such agreement with the Securities and Exchange Commission
on form 8-K when and if any such agreement is reached. As of the reporting date, CDXQ is in the NOTE Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations The following management’s discussion
and analysis (“MD&A”) should be read in conjunction with financial statements of Safe Harbor for Forward-Looking Statements Certain statements included in this MD&A constitute
forward-looking statements, including those identified by the expressions anticipate, believe, plan, estimate, expect, intend, and
similar expressions to the extent they relate to Results of Operations The following discussion of our financial condition
and results of operations should be read in conjunction with our financial statements and the related notes included in this report.
Revenue For the
Operating Expenses
Other Income and Expenses For the
three months ended March 31, 2023 and 2022, the Company had For the three months ended March 31, 2023, interest
expenses Net Income (Loss) For the three-month ended March 31, 2023, the
Company had a net loss of $36,613 compared to the three-month period ended March 31, 2022 of a net loss of $70,238.
Liquidity and Capital Resources As of Operating Activities No operating activities occurred during the
Investing Activities No investing activities
occurred during the Financing Activities No financing activities occurred during the
Off-Balance Sheet
Arrangements There are no off-balance sheet arrangements
with any party.
Critical Accounting
Policies Our discussion and analysis of results of operations
and financial condition are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires
us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure
of contingent assets and liabilities. We evaluate our estimates on an ongoing basis, including those related to provisions for uncollectible
accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical
experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or conditions. The accounting policies that we follow are set
forth in Note 2 to our financial statements as included in the SEC report filed. These accounting policies conform to accounting principles
generally accepted in the United States and have been consistently applied in the preparation of the financial statements.
Item 3. Quantitative and Qualitative Disclosures
about Market Risk As a “smaller reporting company,”
as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item. Item 4. Controls and
Procedures Disclosure Controls
and Procedures Pursuant to Rule 13a-15(b) under the
Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the
Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer
(“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s
disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by
this report. The framework used by management in making that assessment was the criteria set forth in the document entitled
“Internal Control – Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework). Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s
disclosure controls and procedures are not effective to ensure that information required to be disclosed by the Company in the
reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time
periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the
Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required
disclosure for the reason described below. Because of our limited operations, we have limited
number of employees which prohibits a segregation of duties. In addition, we lack a formal audit committee with a financial expert. As
we grow and expand our operations, we will engage additional employees and experts as needed. However, there can be no assurance that
our operations will expand. Changes in Internal
Control Over Financial Reporting There were no changes in our internal control
over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.
PART II Item 1. Legal Proceedings We are not a party to any material or legal proceeding,
and, to our knowledge, none is contemplated or threatened. Item 1A. Risk Factors We are a smaller reporting company and, as a result, are not required
to provide the information under this item. Please review the risk factors identified in Item 1.A of our 2021 Form 10. Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds During the Item 3. Defaults Upon Senior Securities There have been no defaults upon senior securities. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information As a “smaller reporting company,”
as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information in this Item. Item 6. Exhibits
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Large accelerated filer
Accelerated filer ☐
Smaller reporting company
Emerging Growth Company 2
As at
Mar. 31, 2023
Dec. 31, 2022
(Unaudited)
Assets
Cash and cash equivalents
$
$
Total current assets
TOTAL ASSETS
$
$
LIABILITIES AND STOCKHOLDERS' DEFICIT
Payables and accrued interests
$
$
Notes payable in default
Total current liabilities
TOTAL LIABILITIES
STOCKHOLDERS' DEFICIT
Common stock, $ par value; shares authorized, issued and outstanding
Convertible Series A Preferred Stock, $ par value; shares designated, issued and outstanding
Additional paid in capital
Accumulated deficit
( )
( )
TOTAL STOCKHOLDERS' DEFICIT
(
( )
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT
$
$ 3
For the quarterly periods ended
Mar. 31, 2023
Mar. 31, 2022
OTHER INCOME/(EXPENSE)
Interest expense
$ ( )
$ ( )
Total other income /(expense)
( )
( )
Net loss
$ ( )
$ ( )
Net loss per share - basic
$ ( )
$ ( )
Net loss per share - diluted
$ ( )
$ ( )
Weighted average number of common shares outstanding - basic
Weighted average number of common shares outstanding - diluted
4
Series A Preferred Stock
Common Stock
Accumulated
Shares
Amount
Shares
Amount
Capital
Deficit
Total
Balance, December 31, 2021
$
$
$
$ ( )
$ ( )
Net loss
–
–
Balance, December 31, 2022
$
$
$
$ ( )
$ ( )
Net loss
–
–
( )
( )
Balance, March 31, 2023
$
$
$
$ ( )
$ ( ) 5
For the quarterly periods ended
Mar. 31, 2023
Mar. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss
$ ( )
$ ( )
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Payables and accrued interests
Accounts payable, related party
Customer deposits
Cash used in operating activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable
Proceeds from notes payable-related party
Principal payments on notes payable
Issued preferred stock
Cash provided by financing activities
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
$
$
Supplemental Cash Flow Information
Cash paid for interest
$
$
Cash paid for income taxes
$
$ 6 7 8 9 10
Schedule of payables
Mar. 31, 2023
Dec. 31, 2022
Payables
$
$
Accrued Interest
Total
$
$ 11
Schedule of deferred tax assets
Deferred tax assets
Mar. 31, 2023
Dec. 31, 2022
Net operating loss (NOL) brought forward
$
$
Net loss for the period / year
( )
NOL carried forward
$
$
Tax benefit from NOL carried forward
Valuation allowance
( )
( )
Deferred tax assets
$
$
No.
Description
31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1
Section 1350 Certification of Chief Executive Officer
32.2
Section 1350 Certification of Chief Financial Officer
101
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in inline XBRL, include: (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) the Notes to the Condensed Consolidated Financial Statements.
By:
/s/
Title: Chief Executive Officer
Exhibit 31.1
SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I,
| 1. | I have reviewed this quarterly report on Form 10-Q of |
| 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. |
| Date: | By: | /s/ |
|||
|
Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I,
| 1. | I have reviewed this quarterly report on Form 10-Q of |
| 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. |
| Date: | By: | /s/ |
|||
|
Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form
10-Q of
| 1. | The 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 Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| Date: | By: | /s/ |
|||
|
Chief Executive Officer (Principal Executive Officer) |
Exhibit 32.2
SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of
| 1. | The 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 Report fairly presents, in all material respects, the financial condition and results of operation of the Company. |
| Date: | By: | /s/ |
|||
|
Chief Financial Officer (Principal Financial Officer) |
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