UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 2
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2013
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 001-34911
TROPIC INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
| Nevada | None | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
|
1057 Parkinson Road, Unit #9 Woodstock, Ontario, Canada |
N4S 7W3 | |
| (Address of principal executive offices) | (Zip Code) |
(519) 421-1900
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, 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 [X] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] | Smaller reporting company [X] |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of January 14, 2014, the registrant’s outstanding common stock consisted of 12,264,146 shares.
EXPLANATORY NOTE
This Amendment No. 2 to the quarterly report on Form 10-Q of Tropic International Inc. (“we”, “our”, “us”) for the period ended November 30, 2013 and filed with the Securities and Exchange Commission (the “SEC”) on January 14, 2014 (the “Form 10-Q”), is being filed for the sole purpose of including the Rule 13a-14(a)/15d-14(a) certifications and Section 1350 certifications that were inadvertently omitted as exhibits to Amendment No. 1 to the Form 10-Q filed with the SEC on February 21, 2014.
No other changes have been made to the Form 10-Q. This Amendment No. 2 to the Form 10-Q speaks as of the 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 any related disclosures made in the Form 10-Q.
PART II – OTHER INFORMATION
Item 6. Exhibits
The following documents are filed as a part of this quarterly report.
| Exhibit Number |
Exhibit Description | |
| 3(i).1 | Articles of Incorporation filed with the Nevada Secretary of State on October 29, 2007 (1) | |
| 3(i).2 | Certificate of Amendment filed with the Nevada Secretary of State on August 24, 2010 (1) | |
| 3(i).3 | Certificate of Amendment filed with the Nevada Secretary of State on April 17, 2013 (2) | |
| 3(i).4 | Articles of Merger filed with the Nevada Secretary of State on December 6, 2013 (3) | |
| 3(ii).1 | By-Laws (1) | |
| 10.1 | Share Exchange Agreement dated June 28, 2013 with 1896432 Ontario Inc., Tropic Spa Inc. and the shareholders of Tropic Spa Inc. (4) | |
| 21 | 1896431 Ontario Inc. (Ontario, Canada), 1896432 Ontario Inc. (Ontario, Canada), Tropic Spa Inc. (Ontario, Canada) | |
| 31.1 |
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 |
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | XBRL Instance Document (5) | |
| 101.SCH | XBRL Taxonomy Extension Schema (5) | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase (5) | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase (5) | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase (5) | |
| 101.PRE | XBRL Taxonomy Presentation Linkbase (5) |
| (1) | Incorporated by reference from our registration statement on Form 10, filed with the SEC on October 15, 2010. |
| (2) | Incorporated by reference from our quarterly report on Form 10-Q, filed with the SEC on June 20, 2013. |
| (3) | Incorporated by reference from our annual report on Form 10-K, filed with the SEC on December 9, 2013. |
| (4) | Incorporated by reference from our current report on Form 8-K, filed with the SEC on July 3, 2013. |
| (5) | Incorporated by reference from our quarterly report on Form 10-Q, filed with the SEC on January 14, 2014. |
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.
| Dated: February 25, 2014 | TROPIC INTERNATIONAL INC. | |
| By: | /s/ John Marmora | |
| John Marmora | ||
| President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director | ||
Exhibit 31.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, John Marmora, certify that:
| 1. | I have reviewed this amended quarterly report on Form 10-Q/A of Tropic International Inc. |
| 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 15(d)-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. |
| 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: | February 25, 2014 | |
| By: | /s/ John Marmora | |
| John Marmora | ||
| President, Chief Executive
Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director | ||
Exhibit 32.1
Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the amended quarterly report on Form 10-Q/A of Tropic International Inc. for the period ended November 30, 2013 as filed with the Securities and Exchange Commission (the “Report”), I hereby certify pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| 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 operations of the registrant. |
| Date: | February 25, 2014 | |
| By: | /s/ John Marmora | |
| John Marmora | ||
| President, Chief Executive
Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director | ||