Better Home & Finance Holding Co 10-Q for FY2024 Q3

Better Home & Finance Holding Co (BETR)

10-Q 2024-11-14 For: 2024-09-30

Added on April 11, 2026

About this 10-Q

Better Home & Finance Holding Co filed this 10-Q on November 14, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).

Headline figures

Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $28.99M; up 490.9% from $4.91M a year earlier
Net loss: $54.21M; compared with a net loss of $353.89M a year earlier
Diluted EPS: -$3.58; compared with -$35.63 a year earlier

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Delaware						93-3029990
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	BETR	The Nasdaq Stock Market LLC
Warrants exercisable for one share of Class A common stock at an exercise price of $575	BETRW	The Nasdaq Stock Market LLC


Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	x	Smaller reporting company	x

		Emerging growth company	x


			Page

Part I - Financial Information			1
Item 1. Financial Statements			1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			37
Item 3. Quantitative and Qualitative Disclosures About Market Risk			55
Item 4. Controls and Procedures			55
Part II - Other Information			56
Item 1. Legal Proceedings			56
Item 1A. Risk Factors			57
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			58
Item 3. Defaults Upon Senior Securities			58
Item 4. Mine Safety Disclosures			58
Item 5. Other Information			58
Item 6. Exhibits			59
Signatures			60


	September 30,		December 31,
(Amounts in thousands, except share and per share amounts)	2024		2023
Assets
Cash and cash equivalents	$	207,673	$	503,591
Restricted cash	29,406		24,475
Short-term investments	54,414		25,597
Mortgage loans held for sale, at fair value	339,485		170,150
Loans held for investment (net of allowance for credit losses of $1,138 and none as of September 30, 2024 and December 31, 2023, respectively)	81,401		4,793

Other receivables, net	17,337		16,888
Property and equipment, net	12,846		16,454
Right-of-use assets	3,471		19,988
Internal use software and other intangible assets, net	24,684		38,126
Goodwill	33,403		32,390
Derivative assets, at fair value	4,425		1,716
Prepaid expenses and other assets	36,618		51,386


Total Assets	$	845,163	$	905,554
Liabilities and Stockholders’ (Deficit)/Equity
Liabilities
Warehouse lines of credit	$	134,481	$	126,218
Convertible Note	518,012		514,644

Customer deposits	97,782		11,839
Accounts payable and accrued expenses (includes $81 and none payable to related parties as of September 30, 2024 and December 31, 2023, respectively)	68,557		66,558
Escrow payable and other customer accounts	4,736		3,376
Derivative liabilities, at fair value	6		949

Warrant and equity related liabilities, at fair value	1,404		2,331
Lease liabilities	4,824		31,202
Other liabilities (includes none and $390 payable to related parties as of September 30, 2024 and December 31, 2023, respectively)	14,973		25,837
Total Liabilities	844,775		782,954
Commitments and contingencies (see Note 12)

Stockholders’ (Deficit)/Equity
Common stock $0.0001 par value; 66,000,000 shares authorized as of September 30, 2024 and December 31, 2023, and 15,136,302 and 15,035,467 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively1	2		2
Notes receivable from stockholders	(9,149)		(10,111)
Additional paid-in capital 1	1,858,070		1,838,499
Accumulated deficit	(1,851,143)		(1,704,076)
Accumulated other comprehensive loss	2,608		(1,714)

Total Stockholders’ (Deficit)/Equity	388		122,600
Total Liabilities and Stockholders’ (Deficit)/Equity	$	845,163	$	905,554


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


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


	Three Months Ended September 30,				Nine Months Ended September 30,
(Amounts in thousands, except share and per share amounts)	2024		2023		2024		2023
Revenues:
Gain on loans, net	$	21,503	$	11,553	$	61,384	$	50,739
Other revenue	3,070		4,009		8,768		13,664
Net interest income
Interest income	9,867		4,043		27,900		18,006
Interest expense	(5,446)		(14,698)		(14,545)		(27,781)
Net interest income/(loss)	4,421		(10,655)		13,355		(9,775)
Total net revenues	28,994		4,907		83,507		54,628
Expenses:
Compensation and benefits	37,752		84,329		111,079		156,437
General and administrative	12,611		14,234		41,813		43,700
Technology	7,249		6,349		19,289		31,959
Marketing and advertising	12,101		5,064		25,186		15,925
Loan origination expense	3,774		627		7,142		9,226
Depreciation and amortization	8,259		10,491		25,323		32,791
Other expenses/(Income)	1,332		237,043		270		247,572
Total expenses	83,078		358,137		230,102		537,610
Loss before income tax (benefit)/expense	(54,084)		(353,230)		(146,595)		(482,982)
Income tax (benefit)/expense	126		659		472		2,539
Net loss	(54,210)		(353,889)		(147,067)		(485,521)


Other comprehensive loss:
Foreign currency translation adjustment, net of tax	4,056		(759)		4,322		(987)
Comprehensive loss	$	(50,154)	$	(354,648)	$	(142,745)	$	(486,508)


Per share data:
Loss per share attributable to common stockholders:
Basic	$	(3.58)	$	(35.63)	$	(9.74)	$	(66.54)
Diluted	$	(3.58)	$	(35.63)	$	(9.74)	$	(66.54)
Weighted average common shares outstanding — basic	15,121,994		9,931,555		15,102,741		7,296,349
Weighted average common shares outstanding — diluted	15,121,994		9,931,555		15,102,741		7,296,349


	Common Stock
(Amounts in thousands, except share and per share amounts)		Issued and Outstanding 1	Par Value 1		Notes Receivables from Stockholders		Additional Paid-In Capital 1		Accumulated Deficit		Accumulated Other Comprehensive Income/(Loss)		Total Stockholders' (Deficit) Equity
Balance as of June 30, 2024		15,110,974	2		(9,130)		1,852,417		(1,796,933)		(1,448)		44,908

Issuance of common stock for options exercised		1,483	—		—		74		—		—		74

Stock-based compensation		—	—		—		5,924		—		—		5,924
Tax withholding upon vesting of restricted stock units		—	—		—		(364)		—		—		(364)
Shares issued for vested restricted stock units		23,845	—		—		—		—		—		—
Vesting of common stock issued via notes receivable from stockholders		—	—		(19)		19		—		—		—

Net loss		—	—		—		—		(54,210)		—		(54,210)
Other comprehensive income— foreign currency translation adjustment, net of tax		—	—		—		—		—		4,056		4,056
Balance - September 30, 2024		15,136,302	$	2	$	(9,149)	$	1,858,070	$	(1,851,143)	$	2,608	$	388


	Convertible preferred stock			Common Stock
(Amounts in thousands, except share and per share amounts)	Shares 1	Amount		Issued and Outstanding 1	Par Value 1		Notes Receivables from Stockholders		Additional Paid-In Capital 1		Accumulated Deficit		Accumulated Other Comprehensive Income/(Loss)		Total Stockholders' (Deficit) Equity
Balance - June 30, 2023	2,174,429	$	436,280	1,967,644	$	—	$	(56,757)	$	631,503	$	(1,299,320)	$	(1,732)	$	(726,306)
Recapitalization of shares due to Business Combination	4,471,866	—		4,046,598	1		—		(1)		—		—		—
Adjusted Balance as of June 30, 2023	6,646,295	436,280		6,014,242	1		(56,757)		631,502		(1,299,320)		(1,732)		(726,306)
Conversion of convertible preferred stock to common stock	(6,646,295)	(436,280)		6,646,295	1		—		436,279		—		—		436,280
Conversion of pre-closing bridge notes to common stock	—	—		2,100,000	—		—		750,000		—		—		750,000
Issuance of common stock upon Business Combination close	—	—		200,090	—		—		37,967		—		—		37,967
Exercise of warrants	—	—		291,523	—		—		4,290		—		—		4,290
Transaction costs related to the Business Combination	—	—		—	—		—		(18,178)		—		—		(18,178)
Recognition of derivative liability related to earnout	—	—		—	—		—		(1,112)		—		—		(1,112)
Assumption private & public placement warrants	—	—		—	—		—		(1,276)		—		—		(1,276)
Issuance of common stock for options exercised	—	—		34,686	—		—		2,253		—		—		2,253
Repurchase or cancellation of common stock	—	—		(56,110)	—		—		—		—		—		—
Stock-based compensation	—	—		—	—		1,257		40,869		—		—		42,126
Shares issued for vested restricted stock units	—	—		247,048	—		—		(4,790)		—		—		(4,790)
Vesting of common stock issued via notes receivable from stockholders	—	—		—	—		(1,297)				—		—		(1,297)
Forfeiture of shares	—	—		(308,813)	—		30,161		(30,161)		—		—		—
Forgiveness of officer loans	—	—		—	—		988		—		—		—		988
Shares transferred in settlement of loans	—	—		(149,626)	—		15,200		(15,200)		—		—		—
Net loss	—	—		—	—		—		—		(353,889)		—		(353,889)
Other comprehensive loss— foreign currency translation adjustment, net of tax	—	—		—	—				1		—		(698)		(697)
Balance - September 30, 2023	—	$	—	15,019,335	$	2	$	(10,448)	$	1,832,444	$	(1,653,209)	$	(2,430)	$	166,359


	Nine Months Ended September 30,
(Amounts in thousands)	2024		2023
Cash Flows from Operating Activities:
Net loss	$	(147,067)	$	(485,521)
Adjustments to reconcile net loss to net cash (used in)/provided by operating activities:
Depreciation of property and equipment	4,187		4,694
Impairments	—		4,914
Amortization of internal use software and other intangible assets	21,136		28,098
Gain on sale of loans, net	(44,032)		(42,809)
Non-cash interest and amortization of debt issuance costs and discounts	4,472		6,043
Other non-cash adjustments	—		2,147
Change in fair value of warrants	(927)		(861)
Change in fair value of convertible preferred stock warrants	—		(266)
Change in fair value of bifurcated derivative	—		236,603
Stock-based compensation	21,812		47,879
(Recovery of)/Provision for loan repurchase reserve	(10,168)		178
Provision for credit losses	1,138		—
Change in fair value of derivatives	(3,651)		(819)


Change in fair value of mortgage loans held for sale	(4,666)		6,070
Change in operating lease of right-of-use assets	(4,321)		3,484
Change in operating assets and liabilities:
Originations of mortgage loans held for sale	(2,676,979)		(2,607,781)
Proceeds from sale of mortgage loans held for sale	2,554,975		2,728,150
Operating lease liabilities	(5,540)		(8,706)
Other receivables, net	(450)		5,567
Prepaid expenses and other assets	14,769		14,156
Accounts payable and accrued expenses	(2,111)		2,059
Escrow payable and other customer accounts	1,360		(4,848)
Other liabilities	2,118		(17,847)
Net cash used in operating activities	(273,945)		(79,416)
Cash Flows from Investing Activities:
Purchase of property and equipment	(2,917)		(332)
Proceeds from sale of property and equipment	—		643
Capitalization of internal use software	(4,132)		(8,563)
Acquisitions of businesses, net of cash acquired	—		(12,713)

Maturities of short-term investments	139,901		12,324
Purchase of short-term investments	(167,426)		(33,425)
Origination of loans held for investment	(79,715)		—
Principal payments received on loans held for investment	2,464		—
Net cash used in investing activities	(111,825)		(42,066)
Cash Flows from Financing Activities:
Issuance of convertible notes (issued to a related party. See Note 10)	—		528,585
Principal payments on convertible notes	(1,103)		—
Exercise of convertible preferred stock warrants	—		1,460
Proceeds from Business Combination	—		21,616
Proceeds from issuance of common stock	—		16,351
Net borrowings/(repayments) on warehouse lines of credit	8,263		(70,513)
Repayments on finance lease liabilities	—		(1,062)

Net increase (decrease) in customer deposits	85,943		(2,466)
Repayments on corporate line of credit	—		(146,449)

Payment of debt issuance costs	—		(3,561)


Payment of equity financing costs	—		(13,375)
Proceeds from exercise of stock options	5		343


Net cash provided by/(used in) financing activities	93,108		330,929
Effects of currency translation on cash, cash equivalents, and restricted cash	1,675		(941)
Net (Decrease)/Increase in Cash, Cash Equivalents, and Restricted Cash	(290,987)		208,506
Cash, cash equivalents, and restricted cash—Beginning of period	528,066		346,065
Cash, cash equivalents, and restricted cash—End of period	$	237,079	$	554,571


(Amounts in thousands)		Nine Months Ended September 30, 2023
	Caption name change	As previously reported		Reclassifications		As reclassified
Revenues:
Mortgage platform revenue, net	Gain on loans, net	$	53,277	$	(2,538)	$	50,739
Cash offer program revenue		304		(304)		—
Other platform revenue	Other revenue	9,964		3,700		13,664
Net interest income
Interest income		12,527		5,479		18,006
Warehouse interest expense	Interest expense	(9,544)		(18,237)		(27,781)
Net interest income		2,983		(12,758)		(9,775)
Total net revenues		66,528		(11,900)		54,628

Expenses:
Compensation and benefits		—		156,437		156,437
Mortgage platform expenses	Loan origination expense	71,109		(61,883)		9,226
Cash offer program expenses		398		(398)		—
Other platform expenses	Other expenses/(Income)	12,103		235,469		247,572
General and administrative expenses		121,228		(77,528)		43,700
Marketing and advertising expenses		17,144		(1,219)		15,925
Technology and product development expenses		67,689		(35,730)		31,959
Restructuring and impairment expenses		11,508		(11,508)		—
Depreciation and amortization		—		32,791		32,791
Total expenses		301,179		236,431		537,610



Interest and other income (expense), net
Other income (expense)		5,382		(5,382)		—
Interest and amortization on non-funding debt		(18,237)		18,237		—
Change in fair value of warrant liabilities		861		(861)		—
Change in fair value of convertible preferred stock warrants		266		(266)		—
Change in fair value of bifurcated derivative		(236,603)		236,603		—
Total interest and other expense, net		(248,331)		248,331		—

Loss before income tax (benefit) expense		(482,982)		—		(482,982)
Income tax (benefit) expense		2,539		—		2,539
Net loss		$	(485,521)	$	—	$	(485,521)


(Amounts in thousands)	Maturity	Facility Size		September 30, 2024		December 31, 2023
Funding Facility 1 (1)	September 30, 2024	$	100,000	$	—	$	61,709


Funding Facility 2 (2)	December 6, 2024	150,000		72,379		40,088
Funding Facility 3 (3)	August 1, 2025	175,000		62,102		24,421
Total warehouse lines of credit		$	425,000	$	134,481	$	126,218


	As of September 30, 2024
(Amounts in thousands, except useful lives)	Weighted Average Useful Lives (in years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Intangible assets with finite lives
Internal use software and website development	3.0	$	144,504	$	(124,678)	$	19,826
Intellectual property and other	5.7	1,062		(401)		661
Total Intangible assets with finite lives, net		145,565		(125,079)		20,486
Intangible assets with indefinite lives
Domain name		1,820		—		1,820
Licenses and other		2,378		—		2,378
Total Internal use software and other intangible assets, net		$	149,763	$	(125,079)	$	24,684


	As of December 31, 2023
(Amounts in thousands, except useful lives)	Weighted Average Useful Lives (in years)	Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Intangible assets with finite lives
Internal use software and website development	3.0	$	136,879	$	(103,587)	$	33,292
Intellectual property and other	5.7	1,008		(254)		754
Total Intangible assets with finite lives, net		137,887		(103,841)		34,046
Intangible assets with indefinite lives
Domain name		1,820		—		1,820
Licenses and other		2,260		—		2,260
Total Internal use software and other intangible assets, net		$	141,967	$	(103,841)	$	38,126


(Amounts in thousands)	September 30, 2024		December 31, 2023
Funding Facility 1	$	60,583	$	63,483
Funding Facility 2	78,667		42,316
Funding Facility 3	66,941		26,894
Total LHFS pledged as collateral	206,191		132,693
Company-funded LHFS	10,250		12,386
Company-funded HELOC	118,377		25,098
Total LHFS	334,818		170,177
Fair value adjustment	4,667		(27)
Total LHFS at fair value	$	339,485	$	170,150


	Three Months Ended September 30,
	2024				2023
(Amounts in thousands)	Average Balance		Average Rate Paid		Average Balance		Average Rate Paid
Notice	$	9,059	2.58	%	$	2,190	2.92	%
Term	54,789		3.86	%	2,962		2.13	%
Savings	3,973		2.07	%	4,991		2.18	%
Total Deposits	$	67,821	2.84	%	$	10,143	2.41	%


	Nine Months Ended September 30,
	2024				2023
(Amounts in thousands)	Average Balance		Average Rate Paid		Average Balance		Average Rate Paid
Notice	$	4,724	2.76	%	$	2,842	2.62	%
Term	28,012		3.86	%	2,402		1.66	%
Savings	4,298		2.16	%	5,511		1.97	%
Total Deposits	$	37,034	2.93	%	$	10,755	2.08	%


(Amounts in thousands)	As of September 30, 2024
Demand deposits	41,072
Maturing In:
2024	181
2025	12,605
2026	16,734
2027	15,122
2028	—
Thereafter	12,068
Total	$	97,782


	As of September 30,		As of December 31,
(Amounts in thousands)	2024		2023
Prepaid expenses	$	18,488	$	27,859
Tax receivables	7,109		8,348


Security Deposits	11,021		15,179




Total prepaid expenses and other assets	$	36,618	$	51,386


	Three Months Ended September 30,				Nine Months Ended September 30,
(Amounts in thousands, except for share and per share amounts)	2024		2023		2024		2023
Basic net loss per share:
Net loss	$	(54,210)	$	(353,889)	$	(147,067)	$	(485,521)
Income allocated to participating securities	—		—		—		—
Net loss attributable to common stockholders - Basic	$	(54,210)	$	(353,889)	$	(147,067)	$	(485,521)
Diluted net loss per share:
Net loss attributable to common stockholders - Basic	$	(54,210)	$	(353,889)	$	(147,067)	$	(485,521)


Net loss income attributable to common stockholders - Diluted	$	(54,210)	$	(353,889)	$	(147,067)	$	(485,521)
Shares used in computation:
Weighted average common shares outstanding	15,121,994		9,931,555		15,102,741		7,296,349
Weighted-average effect of dilutive securities:					—		—
Assumed exercise of stock options	—		—		—		—
Assumed exercise of warrants	—		—		—		—
Assumed conversion of convertible preferred stock	—		—		—		—
Diluted weighted-average common shares outstanding	15,121,994		9,931,555		15,102,741		7,296,349
Earnings (loss) per share attributable to common stockholders:
Basic	$	(3.58)	$	(35.63)	$	(9.74)	$	(66.54)
Diluted	$	(3.58)	$	(35.63)	$	(9.74)	$	(66.54)


	September 30, 2024
(Amounts in thousands)	Level 1		Level 2		Level 3		Total
Mortgage loans held for sale, at fair value	$	—	$	339,485	$	—	$	339,485
Derivative assets, at fair value (1)	—		193		4,232		4,425

Total Assets	$	—	$	339,678	$	4,232	$	343,910
Derivative liabilities, at fair value (1)	$	—	$	4	$	2	$	6

Warrants and equity related liabilities, at fair value (2)	$	697	$	707	$	—	$	1,404
Total Liabilities	$	697	$	711	$	2	$	1,410


(Amounts in thousands)	Notional Value		Derivative Asset		Derivative Liability
Balance as of September 30, 2024
IRLCs	$	223,343	$	4,232	$	2
Forward commitments	$	295,000	193		4
Total			$	4,425	$	6
Balance as of December 31, 2023
IRLCs	$	227,380	$	1,716	$	77
Forward commitments	$	265,000	—		872
Total			$	1,716	$	949


(Amounts in thousands)	Gross Amount of Recognized Assets		Gross Amount of Recognized Liabilities		Net Amounts Presented in the Condensed Consolidated Balance Sheet
Offsetting of Forward Commitments - Assets
Balance as of:
September 30, 2024:	$	635	$	(442)	$	193
December 31, 2023	$	—	$	—	$	—
Offsetting of Forward Commitments - Liabilities
Balance as of:
September 30, 2024:	$	29	$	(33)	$	(4)
December 31, 2023	$	168	$	(1,041)	$	(872)


	September 30, 2024
(Amounts in dollars, except percentages)	Range	Weighted Average
Level 3 Financial Instruments:
IRLCs
Pull-through factor	0.33% - 100%	70.1	%


Key Business Metric	Three Months Ended September 30, 2024			Three Months Ended September 30, 2023			Nine Months Ended September 30, 2024			Nine Months Ended September 30, 2023
Home Finance
Funded Loan Volume	$	1,035		$	731		$	2,658		$	2,488
Refinance Loan Volume	$	130		$	47		$	289		$	178
Purchase Loan Volume	$	739		$	656		$	2,062		$	2,268
HELOC Loan Volume	$	166		$	28		$	307		$	41
D2C Loan Volume	$	776		$	384		$	1,805		$	1,392
B2B Loan Volume	$	259		$	346		$	853		$	1,095
Total Loans (number of loans, not millions)	3,443			2,067			8,429			6,936
Average Loan Amount ($ value, not millions)	$	300,589		$	353,547		$	315,350		$	358,660
Gain on Sale Margin	2.08		%	1.58		%	2.31		%	2.04		%
Total Market Share	0.2		%	0.2		%	0.2		%	0.2		%
Better Plus
Better Real Estate Transaction Volume	$	105		$	92		$	266		$	442
Insurance Coverage Written	$	1,068		$	1,233		$	3,300		$	3,965


	Three Months Ended September 30,				Nine Months Ended September 30,
(Amounts in thousands, except per share amounts)	2024		2023		2024		2023
Revenues:
Gain on loans, net	$	21,503	$	11,553	$	61,384	$	50,739
Other revenue	3,070		4,009		8,768		13,664
Net interest income
Interest income	9,867		4,043		27,900		18,006
Interest expense	(5,446)		(14,698)		(14,545)		(27,781)
Net interest income/(loss)	4,421		(10,655)		13,355		(9,775)
Total net revenues	28,994		4,907		83,507		54,628
Expenses:
Compensation and benefits	37,752		84,329		111,079		156,437
General and administrative	12,611		14,234		41,813		43,700
Technology	7,249		6,349		19,289		31,959
Marketing and advertising	12,101		5,064		25,186		15,925
Loan origination expense	3,774		627		7,142		9,226
Depreciation and amortization	8,259		10,491		25,323		32,791
Other expenses/(Income)	1,332		237,043		270		247,572
Total expenses	83,078		358,137		230,102		537,610
Loss before income tax expense	(54,084)		(353,230)		(146,595)		(482,982)
Income tax expense/(benefit)	126		659		472		2,539
Net loss	$	(54,210)	$	(353,889)	$	(147,067)	$	(485,521)
Earnings (loss) per share attributable to common stockholders (Basic)	$	(3.58)	$	(35.63)	$	(9.74)	$	(66.54)
Earnings (loss) per share attributable to common stockholders (Diluted)	$	(3.58)	$	(35.63)	$	(9.74)	$	(66.54)


	Nine Months Ended September 30,
(in thousands)	2024		2023
Net cash (used in) provided by operating activities	$	(273,945)	$	(79,416)
Net cash (used in) provided by investing activities	$	(111,825)	$	(42,066)
Net cash provided by (used in) financing activities	$	93,108	$	330,929


			1.			I have reviewed this Quarterly Report on Form 10-Q of Better Home & Finance Holding Company;


			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 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


			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/Vishal Garg
			Vishal Garg
			Chief Executive Officer
			(Principal Executive Officer)