Attached files
| file | filename |
|---|---|
| EX-32.2 - NOTOX TECHNOLOGIES CORP. | ex32-2.htm |
| EX-32.1 - NOTOX TECHNOLOGIES CORP. | ex32-1.htm |
| EX-31.2 - NOTOX TECHNOLOGIES CORP. | ex31-2.htm |
| EX-31.1 - NOTOX TECHNOLOGIES CORP. | ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2019
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
NOTOX TECHNOLOGIES CORP.
(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.) | |
95 Mural Street, Suite 600 Richmond Hill, Ontario, Canada |
L4B 3G2 | |
| (Address of principal executive offices) | (Zip Code) |
(519) 421-1900
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ]
No [X]
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Yes [ ]
No [X]
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 every Interactive Data File required to be submitted 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 such files). Yes [ ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
| Large accelerated filer [ ] | Accelerated filer [ ] | |
| Non-accelerated filer [X] | 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 Act).
Yes [ ] No [X]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $20,893,440, based on 7,625,343 shares of common stock and a price of $2.74 per share
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 57,625,343 as of November 29, 2019
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 (this “Amendment”) to the annual report on Form 10-K of Notox Technologies Corp. (“we”, “us”, “our”) for the year ended August 31, 2019 and filed with the Securities and Exchange Commission on November 29, 2019 (the “Form 10-K”), is to furnish the audit report of our former auditor, DeVisser Gray LLP, on our financial statements for the year ended August 31, 2018, which audit report was erroneously omitted from Item 8 of the Form 10-K. The audit report should have appeared as page F-2 in our financial statements for the year ended August 31, 2019, with the subsequent pages renumbered accordingly.
No other changes have been made to the Form 10-K. This Amendment continues to speak as of the filing date of the Form 10-K, does not reflect events that may have occurred subsequent to that date, and does not modify or update any related disclosures made in the Form 10-K.
We have included new certifications of our principal executive officer and principal financial officer with this Amendment pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.
Item 8. Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Notox Technologies Corp. (formerly Tropic International Inc.)
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Notox Technologies Corp. (formerly Tropic International Inc.) (the “Company”) as of August 31, 2018 and 2017, the related consolidated statements of loss and comprehensive loss, stockholders’ equity (deficiency) and cash flows for each of the three years in the period ended August 31, 2018, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as at August 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended August 31, 2018, in conformity with U.S. generally accepted accounting principles.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has had a deficit since inception and has working capital and stockholders’ deficiencies that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
CHARTERED PROFESSIONAL ACCOUNTANTS
We have served as the Company’s auditor since 2010.
Vancouver, Canada
December 12, 2018
Item 15. Exhibits
The following documents are filed as part of this Amendment.
| (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 November 26, 2018. |
| (5) | Incorporated by reference from our annual report on Form 10-K, filed with the SEC on December 14, 2018. |
| (6) | Incorporated by reference from our current report on Form 8-K, filed with the SEC on July 3, 2013. |
| (7) | Incorporated by reference from our current report on Form 8-K, filed with the SEC on February 19, 2015. |
| (8) | Incorporated by reference from our current report on Form 8-K, filed with the SEC on June 13, 2016. |
| (9) | Incorporated by reference from our quarterly report on Form 10-Q, filed with the SEC on January 19, 2017. |
| (10) | Incorporated by reference from our annual report on Form 10-K, filed with the SEC on November 29, 2019. |
SIGNATURES
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.
| Dated: December 11, 2019 | NOTOX TECHNOLOGIES CORP. | |
| By: | /s/ John Marmora | |
| John Marmora | ||
| President, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| SIGNATURE | TITLE | DATE | ||
| /s/ John Marmora | President, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director |
December 11, 2019 | ||
| John Marmora | ||||
| /s/ Zoran Konević | Chief Executive Officer, Director | December 11, 2019 | ||
| Zoran Konević |