Amended Quarterly Report (10-q/a)
November 18 2015 - 4:06PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q/A
Amendment
No 1
[X] Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For
the quarterly period ended September 30, 2015
[ ] Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
For
the transition period from __________ to__________
Commission
File Number: 000-55155
Nano
Mobile Healthcare, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
93-0659770 |
(State
or other jurisdiction of
incorporation or organization) |
|
(IRS
Employer
Identification No.) |
3
Columbus Circle, 15th Floor
New
York, NY 10019
(Address
of principal executive offices)
(713)
973-5738
(Registrant’s
telephone number)
(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.
[X]
Yes [ ] 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).
[X] 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.
[ ]
Large accelerated filer |
[ ]
Accelerated filer |
[ ]
Non-accelerated filer |
[X]
Smaller reporting company |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
[ ]
Yes [X] No
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 341,699,478
shares of common stock as of November 10, 2015.
Explanatory
Note
The
purpose of this Amendment No. 1 to the registrant’s Quarterly Report on Form 10-Q for the period ended September 30, 2015,
filed with the Securities and Exchange Commission on November 16, 2015 (the “Form 10-Q”), is solely to furnish Exhibit
101 to the Form 10-Q. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (Extensible
Business Reporting Language).
No
other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original 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
in any way disclosures made in the original Form 10-Q.
EXHIBIT
INDEX
Exhibit
Number |
|
Description
of Exhibit |
|
|
|
31.1 |
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002. |
|
|
|
31.2 |
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002. |
|
|
|
32.1 |
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002. |
|
|
|
101** |
|
The
following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 formatted
in Extensible Business Reporting Language (XBRL). |
**Provided
herewith
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.
Nano
Mobile Healthcare, Inc. |
|
|
|
Date:
November 18, 2015 |
|
|
|
|
By: |
/s/
Joseph C. Peters |
|
Name: |
Joseph
C. Peters |
|
Title: |
Chief
Executive Officer |
|
CERTIFICATIONS
I,
Joseph C. Peters, certify that;
1. |
I
have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2015 of Nano Mobile Healthcare, 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 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 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:
November 18, 2015
By: |
/s/
Joseph C. Peters |
|
|
Joseph
C. Peters |
|
Title:
|
Chief
Executive Officer |
|
CERTIFICATIONS
I,
Joseph C. Peters, certify that;
1. |
I
have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2015 of Nano Mobile Healthcare, 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 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 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:
November 18, 2015
By: |
/s/
Joseph C. Peters |
|
|
Joseph
C. Peters |
|
Title:
|
Chief
Financial Officer |
|
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER AND
CHIEF
FINANCIAL OFFICER
PURSUANT
TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the quarterly Report of Nano Mobile Healthcare, Inc. (the “Company”) on Form 10-Q for the quarter
ended September 30, 2015 filed with the Securities and Exchange Commission (the “Report”), I, Joseph C. Peters, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 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) of the Securities Exchange Act of 1934; and |
|
|
2. |
The
information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the
Company as of the dates presented and the consolidated result of operations of the Company for the periods presented. |
By: |
/s/
Joseph C. Peters |
|
Name: |
Joseph
C. Peters |
|
Title: |
Principal
Executive Officer, Principal Financial Officer and Director |
|
Date: |
November
18, 2015 |
|
This
certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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