Attached files

file filename
EX-32.1 - EXHIBIT 32.1 SECTION 906 CERTIFICATION - SweeGen, Inc.f10qa093017_ex32z1.htm
EX-31.1 - EXHIBIT 31.1 SECTION 302 CERTIFICATION - SweeGen, Inc.f10qa093017_ex31z1.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10–Q/A

(Amendment No. 1)

 

(Mark One)

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

 

For the quarterly period ended September 30, 2017

 

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: 333-190547

 

SweeGen, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Nevada

 

80-0910515

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

 

30321 Esperanza Avenue, Rancho Santa Margarita, CA 92688

(Address of principal executive offices)

 

949-709-0583

(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 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 [X] No [   ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “ emerging growth company” in Rule 12b-2 of the Exchange Act (Check one).

 

Large accelerated filer

[   ]

Accelerated filer

[   ]

Non-accelerated filer

[   ] (Do not check if a smaller reporting company)

Smaller reporting company

[X]

 

 

Emerging growth company

[X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

 

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

 

As of November 20, 2017, there are 25,660,582 shares of the issuer's common stock, par value $0.001, outstanding.


1


EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-Q (“Amendment No. 1”) is an amendment to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017, filed with the Securities and Exchange Commission on November 20, 2017 (the “Original Filing Date”), solely to furnish Exhibit 101 to the Form 10-Q. Exhibit 101 consists of the following materials filed with the Company’s Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language):

 

101.INS XBRL Instance Document**

101.SCH XBRL Taxonomy Extension Schema Document**

101.CAL XBRL Taxonomy Calculation Linkbase Document**

101.DEF XBRL Taxonomy Definition Linkbase Document**

101.LAB XBRL Taxonomy Label Linkbase Document**

101.PRE XBRL Taxonomy Presentation Linkbase Document**

 

**Filed herewith by amendment 

 

This Amendment No. 1 speaks as of the Original Filing Date, 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 Form 10-Q.


2


 

PART II – OTHER INFORMATION

 

Item 6. Exhibits.

 

The following exhibits are included as part of this report:

 

Exhibit No.

Description

10.1

Sweetener Business Separation Binding Term Sheet dated August 16, 2017 between the Registrant and Phyto Tech Corp. d/b/a Blue California (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2017 and incorporated herein by reference).

 

 

10.2

First Amendment to Inter-Company Patent License Agreement dated August 16, 2017 between the Registrant and Conagen Inc. (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2017 and incorporated herein by reference).

 

 

10.3

Facility Sharing and Service Agreement dated November 13, 2017 between the Registrant and Phyto Tech Corp. d/b/a Blue California.

 

 

31.1

Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer**

 

 

32.1

Rule 1350 Certification of Principal Executive and Financial Officer**

 

 

101

XBRL (eXtensible Business Reporting Language)**

 

**Filed herewith by amendment 


3


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.

 

 

SWEEGEN, INC. 

(Registrant) 

 

 

Dated: November 20, 2017/s/ Steven Chen                                                                   

Steven Chen 

Chief Executive Officer,  

Chief Financial Officer, 

Secretary, Treasurer and Director 

(Principal Executive, Financial, and Accounting Officer) 

 


4