Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - Rafina Innovations Inc. | Financial_Report.xls |
| EX-31.1 - CERTIFICATION - Rafina Innovations Inc. | ex311.htm |
| EX-31.2 - CERTIFICATION - Rafina Innovations Inc. | ex312.htm |
| EX-32.1 - CERTIFICATION - Rafina Innovations Inc. | ex321.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.20549
Form 10-Q/A
Amendment No. 1
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(Mark One)
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2014
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to __________
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000-53089
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Commission File Number
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HCi Viocare
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(Exact name of registrant as specified in its charter)
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Nevada
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30-0428006
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Kintyre House, 209 Govan Road, Glasgow Scotland.
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G51 1HJ
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(Address of principal executive offices)
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(Zip Code)
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44 141 370 0321
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(Registrant’s telephone number, including area code)
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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.
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Yes
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[X]
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No
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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).
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Yes
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No
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[X]
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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.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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[X]
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(Do not check if a smaller reporting company)
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes
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No
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[X]
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APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST 5 YEARS:
Indicate by check mark whether the issuer has filed all documents and reports required to be filed by Section 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.
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Yes
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No
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APPLICABLE ONLY TO CORPORATE REGISTRANTS
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
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5,503,650 shares of common stock issued and outstanding as of November 18, 2014
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Explanatory Note
This Amendment No. 1 on Form 10-Q/A (this “Amendment”) of HCi Viocare for the nine month period ended September 30, 2014 is solely to furnish amended Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S–T.
This Amendment No. 1 to the Form 10-Q speaks as of the filing date of the original Form 10-Q (the "Filing date"), does not reflect events that may have occurred subsequent to the Filing Date, and does not modify or update in any way disclosures made in the original Form 10-Q as filed on November 19, 2014.
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Exhibits:
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3.1.1
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Articles of Incorporation
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Incorporated by reference to our Registration Statement filed with the SEC on Form SB-2 dated June 29, 2007.
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3.1.2
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Certificate of Amendment to the Articles of Incorporation
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Incorporated by reference to our Definitive 14C filed with the SEC on December 27, 2013
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3.1.3
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Certificate of Amendment to the Articles of Incorporation
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Incorporated by reference to our Definitive 14C filed with the SEC on March 3, 2014
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3.2
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Bylaws
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Incorporated by reference to our Registration Statement filed with the SEC on Form SB-2/A dated October 11, 2007.
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4.1
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Certificate of Designation
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Incorporated by reference to our Definitive 14C filed with the SEC on December 27, 2013
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10.1
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Marketing Research Agreement
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Incorporated by reference to our Registration Statement
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10.2
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Loan Agreement
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Incorporated by reference to our Registration Statement filed with the SEC on Form SB-2/A dated January 28,
2008.
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.10.3
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Subscription Agreement
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Incorporated by reference to our Registration Statement filed with the SEC on Form SB-2 dated June 29, 2007.
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10.4
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Contract between the Company and Sotirios Leontaritis dated effective January 1, 2014
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Incorporated by reference to our Form 8-K filed with the SEC on January 21, 2014
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10.5
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Acquisition Agreement between HCi VioCare Technologies Limited and Christos Kapatos dated February 2, 2014
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Incorporated by reference to our Form 8-K filed with the SEC on February 14, 2014.
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10.6
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Acquisition Agreement between HCi VioCare Technologies Limited and Dr. Christos Kapatos dated April 16, 2014
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Incorporated by reference to our Form 8-K filed with the SEC on May 6, 2014
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10.7
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Consulting Agreement between the Company and Dr. Christos Kapatos dated April 16, 2014
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Incorporated by reference to our Form 8-K filed with the SEC on May 6, 2014
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10.8
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Consulting Agreement between the Company and Professor Stephan Solomonidis dated April 16, 2014
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Incorporated by reference to our Form 8-K filed with the SEC on May 6, 2014
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10.9
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Consulting Agreement between the Company and Professor William Sandham dated April 16, 2014
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Incorporated by reference to our Form 8-K filed with the SEC on May 6, 2014
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10.10
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Form of Advisory Board Agreement
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Incorporated by reference to our Form 8-K filed with the SEC on May 6, 2014
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10.11
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Share Purchase Agreement between Mr. William Spence, Miss Catriona Ann Spence, and Mrs Eilidh Isabel Malcolm, and HCi VioCare Clinics UK Limited dated June 9, 2014
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Incorporated by reference to our Form 8-K filed with the SEC on June 9, 2014
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10.12
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Disclosure Letter dated June 10, 2014
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Incorporated by reference to our Form 8-K filed with the SEC on June 9, 2014
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10.13
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Taxation Undertaking between Mr. William Spence, Miss Catriona Ann Spence, and MrsEilidh Isabel Malcolm, and HCi VioCare Clinics UK Limited, dated June 9, 2014
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Incorporated by reference to our Form 8-K filed with the SEC on June 9, 2014
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10.14
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Agreement between HCi VioCare Clinics UK Limited and William Donald Spence, dated June 9, 2014
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Incorporated by reference to our Form 8-K filed with the SEC on June 9, 2014
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10.15
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Letter from Zhen dated June 19, 2014 regarding change in certified accountant.
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Incorporated by reference to our Form 8-K filed with the SEC on June 25, 2014
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10.16
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Loan Agreement between the Company and Sotirios Leontaritis dated June 10, 2014
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Incorporated by reference to our Form 10-Q filed with the SEC on August 19, 2014
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10.17
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Loan Agreement between the Company and Sotirios Leontaritis dated July 25, 2014
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Incorporated by reference to our Form 10-Q filed with the SEC on August 19, 2014
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| 10.18 | Agreement between W.D. Spence Prosthetics Limited and Heleen Francoise Kist, dated November 7, 2014 | Incorporated by reference to our Form 8-K filed with the SEC on November 12, 2014 |
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14.1
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Code of Ethics
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Incorporated by reference to the registration statement filed with the SEC on Form 10-K dated April 6, 2009.
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31.1
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Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Filed herewith
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31.2
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Certification of Principal Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Filed herewith
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32.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Filed herewith
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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Filed herewith
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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Filed herewith
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101.INS
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XBRL Instance Document
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Filed herewith
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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Filed herewith
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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Filed herewith
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101.SCH
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XBRL Taxonomy Extension Schema
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Filed herewith
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4
Pursuant to the requirements of Section 13 or 15(d) 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.
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HCi Viocare
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Date:
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May 20, 2015
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By:
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/s/ Sotirios Leontaritis
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Name:
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Sotirios Leontaritis
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Title:
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Chief Executive Officer and President (Principal Executive Officer)
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