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, 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: 000-55218

 

TRXADE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   46-3673928

(State or other jurisdiction of

incorporation or organization)

 

(Identification

Number)

     
3840 Land O’ Lakes Blvd.    
Land O’ Lakes, Florida   34639
(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number, including area code: (800)-261-0281

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

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 [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.

 

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 Exchange Act). Yes [  ] No [X]

 

There were 38,986,459 shares of the registrant’s common stock outstanding on October 25, 2019, and no shares of preferred stock outstanding.

 

 

 

   

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends Trxade Group, Inc.’s (the “Company’s”) Quarterly Report on Form 10-Q for the three months ended September 30, 2019, as filed with the U.S. Securities and Exchange Commission on October 28, 2019 (the “Original Filing”). This Amendment is being filed solely to correct a clerical error on the cover page of the Original Filing, which failed to include an indication of whether or not the Company was a ‘shell company’. The Company is not a ‘shell company’, and was not a ‘shell company’ at the time of the Original Filing, and the cover page of this Amendment has been updated with such corrected disclosure.

 

As required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment contains new certifications by the Company’s principal executive officer and principal financial officer, which are being filed as exhibits hereto, which certifications are allowed to be abbreviated in accordance with published interpretations of the SEC. Because the Amendment includes no financial statements, the Company is not including certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Except as described above, no changes have been made to the Original Report. This Amendment does not modify, amend or update any financial information in the Original Report. This Amendment continues to speak as of the date of the Original Report, and the Company has not updated the disclosures contained therein to reflect any events that occurred at a date subsequent to the Original Report. Accordingly, this Amendment should be read in conjunction with the Company’s other filings, if any, made with the Securities and Exchange Commission.

 

   

 

 

ITEM 6. EXHIBITS

 

The exhibit index below lists the exhibits that are being filed with this Form 10-Q/A.

 

   

 

 

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.

 

  TRXADE GROUP, INC.
     
  By: /s/ SUREN AJJARAPU
    Suren Ajjarapu
   

Chief Executive Officer

(Principal Executive Officer)

     
  Date: July 17, 2020
     
  By: /s/ HOWARD DOSS
    Howard Doss
   

Chief Financial Officer

(Principal Accounting/Financial Officer)

     
  Date: July 17, 2020

 

   

 

 

EXHIBIT INDEX

 

Exhibit No.

 

 

Description and Method of Filing

 

31.1*   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act*
31.2*   Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act*

 

* Filed herewith.

 

   

 

 

Exhibit 31.1

 

Certification of Chief Executive Officer 

Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) As Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002

 

I, Suren Ajjarapu, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q/A of Trxade Group, 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;

 

Date: July 17, 2020  
   
/s/ Suren Ajjarapu  
Suren Ajjarapu  
Chief Executive Officer (Principal Executive Officer)  

 

   

 

Exhibit 31.2

 

Certification of Chief Financial Officer

Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) As Adopted Pursuant to Section 302 of The Sarbanes-Oxley Act of 2002

 

I, Howard Doss, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q/A of Trxade Group, 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;

 

Date: July 17, 2020  
   
/s/ Howard Doss  
Howard Doss  
Chief Financial Officer (Principal Financial/Accounting Officer)