10-Q/A
Everything Blockchain, Inc. (EBZT)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form10-Q/A
| (Mark<br> One) | |
|---|---|
| [√] | QUARTERLY<br> REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For<br> the quarterly period ended July 31, 2019 | |
| [<br> ] | TRANSITION<br> REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For<br> the transition period from _______________ to _______________. |
Commissionfile number: 333-222978
OBITX,Inc.
(Exact name of registrant as specified in its charter)
| Delaware<br><br> <br>(State<br> or other jurisdiction of<br><br> <br>incorporation<br> or organization) | 82-1091922<br><br> <br>(I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
|---|---|
| 4720 Salisbury Road<br><br> <br>Jacksonville, FL<br><br> <br>(Address<br> of principal executive offices) | ****<br><br> <br>32256<br><br> <br>(Zip<br> Code) |
| Registrant’s telephone number, including area code | (570) 778-6459 |
| ________________________________<br><br> (Former name and address, if changed since last report) | |
| --- |
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. Yes [√] 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 [√] No [ ]
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large<br> accelerated filer | [<br> ] | Accelerated<br> filer | [ ] |
|---|---|---|---|
| Non-accelerated<br> filer<br><br> <br>(Do<br> not check if smaller reporting company) | [ <br> ] | Smaller<br> reporting company | [√] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [√]
As of September 11, 2019, the Company had 10,460,000 shares of common stock, $0.0001 par value outstanding.
Transitional Small Business Disclosure Format Yes [ ] No [√]
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EXPLANATORYNOTE – AMENDMENT
OBITX, Inc. (the “Company”) is filing this Amendment #1 on Form 10-Q/A (the Amendment”) to the Company’s quarter report on Form 10-Q for the period ended July 31, 2019 (the “Form 10-Q”), filed with the Securities and Exchange Commission on September 13, 2019 (the “Original Filing Date”), is solely for the purpose of furnishing Exhibit 101 – Interactive Data File (XBRL Exhibit) required by Rule 405 of Regulation S-T, which was not included with the Original Filing.
No other changes have been made to the Form 10-Q. This Amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.
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Item6. Exhibits
| 31.1 | Certification<br> of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
|---|---|
| 31.2 | Certification<br> of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 * | Certification<br> of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 * | Certification<br> of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation<br> Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition<br> Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase<br> Document |
| 101.PRE | XBRL Taxonomy Extension Presentation<br> Linkbase Document |
* Furnished herewith.
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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.
| OBITX, Inc. | ||
|---|---|---|
| Dated: April<br> 24, 2020 | /s/ Mike Hawkins | |
| By: | Mike<br> Hawkins | |
| Its: | Chief<br> Executive Officer, Chief Financial Officer<br><br> <br>(Principal<br> Executive Officer) (Principal Financial Officer) |
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Rule13a-14(a)/15d-14(a) Certification of Principal Executive Officer
I, Mike Hawkins, certify that:
| 1. | I<br> have reviewed this Amended Quarterly Report on Form 10-Q/A of OBITX, Inc.; | |
|---|---|---|
| 2. | Based<br> on my knowledge, this report does not contain any untrue statement of a material fact<br> or omit to state a material fact necessary to make the statements made, in light of the<br> circumstances under which such statements were made, not misleading with respect to the<br> period covered by this report; | |
| --- | --- | |
| 3. | Based<br> on my knowledge, the financial statements, and other financial information included in<br> this report fairly present in all material respects the financial condition, results<br> of operations and cash flows of the registrant as of, and for, the periods presented<br> in this report; | |
| --- | --- | |
| 4. | The<br> registrant’s other certifying officer(s) and I are responsible for establishing<br> and maintaining disclosure controls and procedures (as defined in Exchange Act Rules<br> 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in<br> Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: | |
| --- | --- | |
| (a) | Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures<br> to be designed under our supervision, to ensure that material information relating to<br> the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared; | |
| --- | --- | |
| (b) | Designed<br> such internal control over financial reporting, or caused such internal control over<br> financial reporting to be designed under our supervision, to provide reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles; | |
| --- | --- | |
| (c) | Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and<br> procedures as of the end of the period covered by this report based on such evaluation;<br> and | |
| --- | --- | |
| (d) | Disclosed<br> in this report any change in the registrant’s internal control over financial reporting<br> that occurred during the registrant’s most recent fiscal quarter (the registrant’s<br> fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control<br> over financial reporting; and | |
| --- | --- | |
| 5. | The<br> registrant’s other certifying officer(s) and I have disclosed, based on our most<br> recent evaluation of internal control over financial reporting, to the registrant’s<br> auditors and the audit committee of the registrant’s board of directors (or persons<br> performing the equivalent functions): | |
| --- | --- | |
| (a) | All<br> significant deficiencies and material weaknesses in the design or operation of internal<br> control over financial reporting which are reasonably likely to adversely affect the<br> registrant’s ability to record, process, summarize, and report financial information;<br> and | |
| --- | --- | |
| (b) | Any<br> fraud, whether or not material, that involves management or other employees who have<br> a significant role in the registrant’s internal control over financial reporting. | |
| --- | --- | |
| Dated:<br> April 24, 2020 | ||
| --- | --- | --- |
| /s/ Mike Hawkins | ||
| By: | Mike Hawkins | |
| Its: | Chief Executive Officer<br><br> <br>(Principal Executive Officer) |
Rule13a-14(a)/15d-14(a) Certification of Principal Financial Officer
I, Mike Hawkins, certify that:
| 1. | I<br> have reviewed this Amended Quarterly Report on Form 10-Q/A of OBITX, Inc.; |
|---|---|
| 2. | Based<br> on my knowledge, this report does not contain any untrue statement of a material fact<br> or omit to state a material fact necessary to make the statements made, in light of the<br> circumstances under which such statements were made, not misleading with respect to the<br> period covered by this report; |
| --- | --- |
| 3. | Based<br> on my knowledge, the financial statements, and other financial information included in<br> this report fairly present in all material respects the financial condition, results<br> of operations and cash flows of the registrant as of, and for, the periods presented<br> in this report; |
| --- | --- |
| 4. | The<br> registrant’s other certifying officer(s) and I are responsible for establishing<br> and maintaining disclosure controls and procedures (as defined in Exchange Act Rules<br> 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in<br> Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| --- | --- |
| (a) | Designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures<br> to be designed under our supervision, to ensure that material information relating to<br> the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared; |
| --- | --- |
| (b) | Designed<br> such internal control over financial reporting, or caused such internal control over<br> financial reporting to be designed under our supervision, to provide reasonable assurance<br> regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles; |
| --- | --- |
| (c) | Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented<br> in this report our conclusions about the effectiveness of the disclosure controls and<br> procedures as of the end of the period covered by this report based on such evaluation;<br> and |
| --- | --- |
| (d) | Disclosed<br> in this report any change in the registrant’s internal control over financial reporting<br> that occurred during the registrant’s most recent fiscal quarter (the registrant’s<br> fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control<br> over financial reporting; and |
| --- | --- |
| 5. | The<br> registrant’s other certifying officer(s) and I have disclosed, based on our most<br> recent evaluation of internal control over financial reporting, to the registrant’s<br> auditors and the audit committee of the registrant’s board of directors (or persons<br> performing the equivalent functions): |
| --- | --- |
| (a) | All<br> significant deficiencies and material weaknesses in the design or operation of internal<br> control over financial reporting which are reasonably likely to adversely affect the<br> registrant’s ability to record, process, summarize and report financial information;<br> and |
| --- | --- |
| (b) | Any<br> fraud, whether or not material, that involves management or other employees who have<br> a significant role in the registrant’s internal control over financial reporting**.** |
| --- | --- |
| Dated:<br> April 24, 2020 | ||
|---|---|---|
| /s/ Mike Hawkins | ||
| By: | Mike Hawkins | |
| Its: | Chief<br> Financial Officer<br><br> <br>(Principal Financial Officer) |
CERTIFICATIONPURSUANT TO 18 USC SECTION 1350,
AS ADOPTEDPURSUANT TO SECTION 906
OF THE SARBANES-OXLEYACT OF 2002
In connection with the Amended Quarterly Report on Form 10-Q/A for the quarter ended July 31, 2019 of OBITX, Inc. (the “Company”), as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Mike Hawkins, President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated: <br> April 24, 2020 | ||
|---|---|---|
| /s/ Mike Hawkins | ||
| By: | Mike Hawkins | |
| Its: | Chief Executive Officer<br><br> (Principal Executive Officer) |
This certification accompanies this report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purpose of Section 18 of the Securities Exchange Act of 1934, as amended.
CERTIFICATIONPURSUANT TO 18 USC SECTION 1350,
AS ADOPTEDPURSUANT TO SECTION 906
OF THE SARBANES-OXLEYACT OF 2002
In connection with the Amended Quarterly Report on Form 10-Q/A for the quarter ended July 31, 2019 of OBITX, Inc. (the “Company”), as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Mike Hawkins, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Dated:<br> April 24, 2020 | ||
|---|---|---|
| /s/ Mike Hawkins | ||
| By: | Mike Hawkins | |
| Its: | Chief Financial Officer<br><br> (Principal Financial Officer) |
This certification accompanies this report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purpose of Section 18 of the Securities Exchange Act of 1934, as amended.