Amended Quarterly Report (10-q/a)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

Form 10-Q/A

(Amendment No. 1)

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

 

For the quarterly period ended December 31, 2014

or

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

 

For the transition period from __________________ to __________________________

Commission file number: 000-54540

 

WeedHire International, Inc.

(Exact name of registrant as specified in its charter)

Delaware	22-3767312
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

17-09 Zink Place, Unit 1, Fair Lawn, NJ	07410
(Address of principal executive offices)	(Zip Code)

[phone]

(Registrant's telephone number, including area code)

not applicable

(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. þ Yes  o 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). þYes o 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	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) o Yes þ  No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.  1,237,757,293 shares of common stock are issued and outstanding as of February 18, 2015.

 

 

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 EXPLANATORY NOTE

The purpose of this Amendment No. 1 on Form 10-Q/A (the “Amendment”) is to amend and restate the cover page of the previously filed Quarterly Report on Form 10-Q of WeedHire International, Inc. (the “Company”) for the quarter ended December 31, 2014, filed with the Securities and Exchange Commission on February 20, 2015 (the “Original Form 10-Q”). The cover page of this Amendment No. 1 on Form 10-Q/A was corrected to reflect that the Company 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), has been subject to such filing requirements for the past 90 days, and is not a shell company as defined in Rule 12b-2 of the Exchange Act.  Accordingly, the Cover Page of the Original Form 10-Q is hereby amended and restated as set forth in this Amendment.

There are no other changes to the Original Form 10-Q other than those set forth in this Amendment.  This Amendment does not reflect events occurring after the filing of the Original Form 10-Q, nor does it modify or update disclosures therein in any way other than as required to reflect the above changes to the cover page.  Among other things, forward-looking statements made in the Original Form 10-Q have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Form 10-Q, and such forward-looking statements should be read in their historical context.

 

 

 

 

 

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Item 6.    Exhibits.

Exhibit No.		Description
3.1		Bylaws (Incorporated herein by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1 as filed with the Commission on May 10, 2011).
3.2		Amended and Restated Articles of Incorporation of WeedHire International, Inc. (Incorporated herein by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K as filed with the Commission on November 7, 2014).
3.3		Certificate of Designation of Series A Preferred Stock (Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K as filed with the Commission on January 21, 2015).
4.1		Convertible Promissory Note between AnythingIT, Inc. and Union Capital, LLC dated August 21, 2014 (Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed with the Commission on November 3, 2014).
4.2		Back End Convertible Promissory Note between AnythingIT, Inc. and Union Capital, LLC dated August 21, 2014 (Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K as filed with the Commission on November 3, 2014).
4.3		Back End Promissory Note between AnythingIT, Inc. and Union Capital, LLC dated August 21, 2014 (Incorporated herein by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K as filed with the Commission on November 3, 2014).
4.4		Convertible Promissory Note between AnythingIT, Inc. and Redwood Fund II, LLC dated August 22, 2014 (Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K as filed with the Commission on September 16, 2014).
4.5		Convertible Promissory Note between AnythingIT, Inc. and JSJ Investments Inc. dated August 29, 2014 (Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed with the Commission on September 9, 2014).
4.6		Convertible Promissory Note between AnythingIT, Inc. and Macallan Partners, LLC dated September 3, 2014 (Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K as filed with the Commission on September 16, 2014).
4.7		Convertible Promissory Note between AnythingIT, Inc. and KBM Worldwide, Inc. dated September 9, 2014 (Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed with the Commission on September 25, 2014).
4.8		Convertible Promissory Note between AnythingIT, Inc. and KBM Worldwide, Inc. dated September 17, 2014 (Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K as filed with the Commission on September 25, 2014).
4.9		Amendment to Convertible Promissory Note and Back End Convertible Promissory Note between AnythingIT, Inc. and Union Capital, LLC dated September 19, 2014 (Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K as filed with the Commission on November 3, 2014).
4.10		Convertible Promissory Note between AnythingIT, Inc. and Eastmore Capital, LLC dated September 29, 2014 (Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed with the Commission on October 9, 2014).
4.11		Common Stock Purchase Warrant between AnythingIT, Inc. and Eastmore Capital, LLC dated September 29, 2014 (Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K as filed with the Commission on October 9, 2014).
4.12		Convertible Promissory Note between AnythingIT, Inc. and Vista Capital Investments, LLC dated October 10, 2014 (Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed with the Commission on October 17, 2014).
4.13		Convertible Promissory Note between AnythingIT, Inc. and Vista Capital Investments, LLC dated October 17, 2014 (Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K as filed with the Commission on October 17, 2014).
4.14		Convertible Promissory Note between AnythingIT, Inc. and KBM Worldwide, Inc. dated November 7, 2014 (Incorporated herein by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K as filed with the Commission on November 19, 2014).
4.15		Convertible Promissory Note between AnythingIT, Inc. and Coventry Enterprises, LLC dated November 12, 2014 (Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K as filed with the Commission on November 19, 2014).
4.16		Back End Convertible Promissory Note between AnythingIT, Inc. and Coventry Enterprises, LLC dated November 12, 2014 (Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K as filed with the Commission on November 19, 2014).
4.17		Back End Promissory Note between AnythingIT, Inc. and Coventry Enterprises, LLC dated November 12, 2014 (Incorporated herein by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K as filed with the Commission on November 19, 2014).
10.1		Securities Purchase Agreement between AnythingIT, Inc. and Union Capital, LLC dated August 21, 2014 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on November 3, 2014).
10.2		Securities Purchase Agreement between AnythingIT, Inc. and Eastmore Capital, LLC dated September 29, 2014 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on October 9, 2014).
10.3		Securities Purchase Agreement between AnythingIT, Inc. and KBM Worldwide, Inc. dated November 7, 2014 (Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the Commission on November 19, 2014).
10.4		Securities Purchase Agreement between AnythingIT, Inc. and Coventry Enterprises, LLC dated November 12, 2014 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on November 19, 2014).
10.5		Investment Agreement between WeedHire International, Inc. and David Bernstein dated as of January 7, 2015 (Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the Commission on January 21, 2015).
10.6		Investment Agreement between WeedHire International, Inc. and Vlad Stelmak dated as of January 7, 2015 (Incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K as filed with the Commission on January 21, 2015).
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 principal financial and accounting officer
32.1*		Section 1350 Certification of Chief Executive Officer and principal financial and accounting officer
101.INS**		XBRL Instance Document (Incorporated by reference to Exhibit 101.INS to the Company’s Form 10-Q filed with the SEC on February 20, 2015).
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase (Incorporated by reference to Exhibit 101.PRE to the Company’s Form 10-Q filed with the SEC on February 20, 2015).
101.LAE**		XBRL Taxonomy Extension Label Linkbase (Incorporated by reference to Exhibit 101.LAE to the Company’s Form 10-Q filed with the SEC on February 20, 2015).
101.DEF**		XBRL Taxonomy Extension Definition Linkbase (Incorporated by reference to Exhibit 101.DEF to the Company’s Form 10-Q filed with the SEC on February 20, 2015).
101.SCH**		XBRL Taxonomy Extension Schema (Incorporated by reference to Exhibit 101.SCH to the Company’s Form 10-Q filed with the SEC on February 20, 2015).

* filed herewith

** In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 to this report shall be deemed furnished and not filed.  

 

 

 

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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.

 

	WeedHire International, Inc.
February 24, 2015	By:	/s/ David Bernstein
		Name:  David Bernstein
		Chief Executive Officer and  principal
		financial and accounting officer)

 

 

 

 

 

 

 

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EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, David Bernstein, certify that:

 

1.    I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2014 of WeedHire International, Inc. (the “registrant”);

 

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.

 

Dated: February 24, 2015		/s/ David Bernstein
		David Bernstein,
		Chief Executive Officer
		(Principal Executive Officer)

 Exhibit 31.2

 

Rule 13a-14(a)/15d-14(a) Certification

 

I, David Bernstein, certify that:

 

1.    I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2014 of WeedHire International, Inc. (the “registrant”);

 

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.

 

Dated: February 24, 2015		/s/ David Bernstein
		David Bernstein,
		(Principal financial and accounting officer)

Exhibit 32.1

 

Section 1350 Certification

In connection with the Quarterly Report of WeedHire International, Inc. (the “Company”) on Form 10-Q for the quarterly period ended December 31, 2014 as filed with the Securities and Exchange Commission (the “Report”), I, David Bernstein, Chief Executive Officer and principal financial and accounting officer of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to SS. 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

 

2.	The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.

 

Dated: February 24, 2015		/s/ David Bernstein
		David Bernstein,
		Chief Executive Officer and  principal financial and accounting officer)

This certification accompanies this Quarterly 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 purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.