UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

☒  Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended: March 31, 2017

 

   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:  000-55122

 

ALLTEMP, INC.

(Formerly known as Source Financial, Inc.)

(Exact name of registrant as specified in its charter)

 

Delaware   80-0142655
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. employer
identification number)

 

960 Westlake Blvd Ste 207

Westlake Village, CA 91361

(Address of principal executive offices and zip code)

 

(855) 687-4867

(Registrant’s telephone number, including area code)

 

Source Financial, Inc.

604 Arizona Avenue

Santa Monica, CA 90401

(Former Name and Address)

 

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 ☒    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  ☒     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 ☐  (Do not check if a smaller reporting company) 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  ☐    No  ☒

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  As of May 22, 2017 the Registrant had 165,853,304 shares of common stock, par value $0.001, issued and outstanding. 

 

 

 

 

 

 

ALLTEMP, INC.

(Formerly known as Source Financial, Inc.)

FORM 10-Q

March 31, 2017

 

TABLE OF CONTENTS

 

    Page No.
     
PART I - FINANCIAL INFORMATION
     
Item 1. Consolidated Financial Statements 1
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk 16
Item 4. Controls and Procedures 16
     
PART II - OTHER INFORMATION
     
Item 1. Legal Proceedings 17
Item 1A. Risk Factors 17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Mine Safety Disclosures 17
Item 5. Other Information 17
Item 6. Exhibits
  Signatures 18

 

 

 

 

PART I     FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements

 

ALLTEMP, INC.

(Formerly known as Source Financial, Inc.)

CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

Table of Contents

(Unaudited)

 

  Page
   
Consolidated Balance Sheets 2
   
Consolidated Statements of Operations 3
   
Consolidated Statements of Cash Flows 4
   
Notes to the Consolidated Financial Statements 5

 

  1  

 

 

ALLTEMP, INC.

(Formerly known as Source Financial, Inc.)

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

    March 31,
2017
    December 31,
2016
 
ASSETS            
CURRENT ASSETS:            
Cash and cash equivalents   $ 884     $ 15,646  
Prepaid     25,169       23,333  
Convertible notes receivable – related party     250,000       250,000  
Total Current Assets     276,053       288,979  
Intangible assets, net     26,661       28,220  
TOTAL ASSETS   $ 302,714     $ 317,199  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
CURRENT LIABILITIES:                
Accounts payable and accrued expenses   $ 29,389     $ 7,301  
Advances from affiliate     7,864       6,775  
Common stock payable     374,177       264,536  
Notes payable     8,000       8,000  
Convertible notes payable     350,000       350,000  
Total Current Liabilities     769,430       636,612  
TOTAL LIABILITIES     769,430       636,612  
                 
Commitments                
                 
STOCKHOLDERS’ DEFICIT                
Preferred stock, $0.01 par value, 10,000 shares authorized, of which 5,000 was designated as Series C preferred stock, 2,082 issued and outstanding as of  March 31, 2017 and December 31, 2016     21       21  
Common stock, $0.001 par value, 12,000,000 shares authorized, 10,748,884  shares issued and outstanding as of March 31, 2017 and December 31, 2016     10,749       10,749  
Additional paid in capital     296,321       296,321  
Accumulated deficit     (773,807 )     (626,504 )
TOTAL STOCKHOLDERS’ DEFICIT     (466,716 )     (319,413 )
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT   $ 302,714     $ 317,199  

 

The accompanying notes are an integral part of these financial statements.

 

  2  

 

 

ALLTEMP, INC.

(Formerly known as Source Financial, Inc.)

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

    For the
Three Months Ended
March 31,
2017
    For the
Three Months Ended
March 31,
2016
 
             
EXPENSES            
General administrative   $ 30,798     $ 5,606  
Stock-based compensation     109,641       -  
TOTAL EXPENSES     140,439       5,606  
                 
Loss from operations     (140,439 )     (5,606 )
                 
OTHER EXPENSE                
Interest expense     (6,864 )     -  
TOTAL OTHER EXPENSE     (6,864 )     -  
                 
NET LOSS   $ (147,303 )   $ (5,606 )
                 
NET LOSS PER SHARE:                
BASIC AND DILUTED   $ (0.01 )   $ (0.00 )
                 
WEIGHTED AVERAGE SHARES OUTSTANDING:                
BASIC AND DILUTED     10,748,884       2,409,615  

 

The accompanying notes are an integral part of these financial statements

 

  3  

 

 

ALLTEMP, INC.

(Formerly known as Source Financial, Inc.)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

 

    For the
Three Months Ended
March 31,
2017
    For the
Three Months Ended
March 31,
2017
 
CASH FLOWS USED IN OPERATING ACTIVITIES            
Net loss   $ (147,303 )   $ (5,606 )
Adjustments to reconcile net loss to cash used in operating activities:                
Amortization of intangible assets     1,559       1,482  
Stock-based compensation     109,641       -  
Changes in operating assets and liabilities                
Prepaid     (1,836 )     (5,000 )
Accounts payable and accrued expenses     22,088       3,000  
Net Cash Used in Operating Activities     (15,851 )     (6,124 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
Purchase of intangible assets     -       (3,256 )
Net Cash Used in Investing Activities     -       (3,256 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from notes payable     -       8,000  
Advances from affiliate, net     1,089       1,005  
Net Cash Provided by Financing Activities     1,089       9,005  
                 
NET CHANGE IN CASH     (14,762 )     (375 )
CASH – BEGINNING     15,646       452  
CASH – ENDING   $ 884     $ 77  
Supplemental Cash Flow Information:                
Cash paid for:                
Interest   $ -     $ -  
Income taxes   $ -     $ -  
                 
Supplemental disclosures of non-cash transactions:                
Common stock for advances   $ -     $   -    
Common stock for intangible assets   $ -     $ 18  
Net liabilities assumed in connection with recapitalization   $ -     $ -  

 

The accompanying notes are an integral part of these financial statements

 

  4  

 

 

Alltemp, Inc.

(Formerly known as Source Financial, Inc.)

Notes to the Consolidated Financial Statements

March 31, 2017

(UNAUDITED)

 

Note 1 - Organization, Description of Business, and Basis of Accounting

 

Business Organization

  

On January 24, 2017, Alltemp, Inc. (f/k/a Source Financial, Inc.) (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CSES Acquisition, Inc., a wholly owned subsidiary of the Company (“CSES Merger Sub”) and CSES Group, Inc. (“CSES”) pursuant to which the Company agreed to acquire all of the capital stock of CSES (the “Merger”) with CSES becoming a wholly owned subsidiary of the Company. The consummation of the Merger was effective on April 27, 2017. Pursuant to the Merger Agreement, the Company agreed to issue to the shareholders of CSES 127,045,969 shares of the Company’s Common Stock and issue to the holders of (a) warrants to purchase CSES Common Stock, warrants to purchase an aggregate of 18,409,680 shares of the Company’s Common Stock, (b) options to purchase CSES Common Stock, options to purchase an aggregate of 31,961,200 shares of the Company’s Common Stock, and (c) a convertible note of CSES, a promissory note of the Company in the principal amount of $100,000 convertible into approximately 535,681 shares of the Company’s Common Stock.

 

In connection with the Merger, the Company’s Certificate of Incorporation was amended to (a) change the Company’s name to Alltemp, Inc. and (b) increase the Company’s authorized shares to 500,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock.

 

CSES is a privately held company that was incorporated in the State of Nevada in June, 2015 for the purpose of commercializing a proprietary refrigerant known as alltemp® .

 

Basis of Presentation

 

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information. However, except as disclosed herein, there have been no material changes in the information disclosed in the notes to the financial statements for the three months ended March 31, 2017. These interim unaudited consolidated financial statements should be read in conjunction with those financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended March 31, 2017, are not necessarily indicative of the results that may be expected for the year ended December 31, 2017.

 

The accompanying consolidated financial statements include the accounts of Alltemp, Inc. and its wholly owned subsidiary Venture Track, Inc. and have been prepared in accordance with accounting principles generally accepted in the United States. All significant intercompany transactions and balances have been eliminated in consolidation.

 

Reclassifications  

 

For comparability, certain prior period amounts have been reclassified, where appropriate, to conform to the financial statement presentation used in 2017. The reclassifications have no impact on net loss.

 

Note 2 - Going Concern

 

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. At March 31, 2017, the Company had accumulated deficit of $773,807. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continued existence is dependent upon its ability to generate sufficient cash flows from operations to support its daily operations as well as provide sufficient resources to retire existing liabilities and obligations on a timely basis. It is the intent of management and significant stockholders to provide sufficient working capital necessary to support and preserve the integrity of the corporate entity. However, no formal commitments or arrangements to advance or loan funds to the Company or repay any such advances or loans exist.

 

  5  

 

 

Note 3 - Convertible Note Receivable – Related Party

 

On September 20, 2016, the Company entered into a Binding Memorandum of Understanding (“MOU”) agreement with CSES Group, Inc. In connection with the MOU, the Company provided a $250,000 bridge loan to CSES Group, Inc., bearing interest at the rate of 10% per annum. As of March 31, 2017 and December 31, 2016, the Company has a balance of $250,000 outstanding. The Company merged with CSES Group, Inc. on April 27, 2017 and upon completion of the merger, the $250,000 notes were converted into common shares of Alltemp, Inc.

 

Note 4 - Related Party Transactions

 

The Company receives advances from an officer of the Company for operation expenses. These advances, which are due on demand, have an interest rate of 12% per annum and have no collateral. As of March 31, 2017 and December 31, 2016, the Company has advances outstanding of $7,864 and $6,775, respectively.

 

Note 5 - Notes Payable

 

On March 21, 2016, the Company entered into a 6-month promissory note agreement of $3,000. The note payable, which was due on September 21, 2016, has an interest rate of 12% per annum and is unsecured. The note was amended and is now due on June 21, 2017. As of March 31, 2017 the note has not been repaid and the Company has an outstanding balance of $3,000.

 

On March 23, 2016, the Company entered into a 6-month promissory note agreement of $5,000. The note payable, which was due on September 23, 2016, has an interest rate of 12% per annum and is unsecured. The note was amended and is now due on June 23, 2017. As of March 31, 2017, the note has not been repaid and the Company has an outstanding balance of $5,000.

 

Note 6 - Convertible Notes Payable

 

On September 14, 2016, the Company entered into a demand convertible promissory note agreement of $250,000. The note payable, which has quarterly interest only payments, has an interest rate of 5% per annum, no maturity date and is unsecured. As of March 31, 2017 and December 31, 2016, the Company had an outstanding balance of $250,000. The noteholder is entitled, at its option, to convert, at any time and from time to time, until payment in full, all or any part of the principal amount, into a total of 4,464,256 shares (or fraction thereof in the event of a partial conversion or conversions) of the Company’s common stock. On April 27, 2017, the noteholder converted into a total of 4,464,256 common shares the Company’s common stock.

 

On December 5, 2016, the Company entered into a demand convertible promissory note agreement of $25,000. The note payable, which has quarterly interest only payments, has an interest rate of 5% per annum, no maturity date and is unsecured. As of March 31, 2017 and December 31, 2016, the Company has an outstanding balance of $25,000. The noteholder is entitled, at its option, to convert, at any time and from time to time, until payment in full, all or any part of the principal amount, into a total of 357,143 shares (or fraction thereof in the event of a partial conversion or conversions) of the Company’s common stock. On April 27, 2017, the noteholder converted into a total of 357,143 common shares the Company’s common stock.

 

On December 19, 2016, the Company entered into a demand convertible promissory note agreement of $25,000. The note payable, which has quarterly interest only payments, has an interest rate of 5% per annum, no maturity date and is unsecured. As of March 31, 2017 and December 31, 2016, the Company has an outstanding balance of $25,000. The noteholder is entitled, at its option, to convert, at any time and from time to time, until payment in full, all or any part of the principal amount, into a total of 357,143 shares (or fraction thereof in the event of a partial conversion or conversions) of the Company’s common stock. On April 27, 2017, the noteholder converted into a total of 357,143 common shares the Company’s common stock.

 

  6  

 

 

On December 19, 2016, the Company entered into a demand convertible promissory note agreement of $45,000. The note payable, which has quarterly interest only payments, has an interest rate of 5% per annum, no maturity date and is unsecured. As of March 31, 2017 and December 31, 2016, the Company has an outstanding balance of $45,000. The noteholder is entitled, at its option, to convert, at any time and from time to time, until payment in full, all or any part of the principal amount, into a total of 642,857 shares (or fraction thereof in the event of a partial conversion or conversions) of the Company’s common stock. On April 27, 2017, the noteholder converted into a total of 642,857 common shares the Company’s common stock.

 

On December 30, 2016, the Company entered into a demand convertible promissory note agreement of $5,000. The note payable, which has quarterly interest only payments, has an interest rate of 5% per annum, no maturity date and is unsecured. As of March 31, 2017 and December 31, 2016, the Company has an outstanding balance of $5,000. The noteholder is entitled, at its option, to convert, at any time and from time to time, until payment in full, all or any part of the principal amount, into a total of 71,428 shares (or fraction thereof in the event of a partial conversion or conversions) of the Company’s common stock. On April 27, 2017, the noteholder converted into a total of 71,428 common shares the Company’s common stock.

 

Note 7 – Stockholders’ Deficit

 

Preferred Stock

The Company has 10,000 shares of Preferred Stock authorized, each having a par value of $0.01 per share, of which 5,000 shares are designated as Series C Preferred Stock. As of March 31, 2017 and December 31, 2016, there were 2,082 Series C Preferred Stock issued and outstanding. On May 5, 2017, the Series C Preferred Stock was converted into 3,189,208 shares of common stock.

 

Common Stock

 

The Company has 12,000,000 common shares authorized at a par value of $0.001. As of March 31, 2017 and December 31, 2016, there were 10,748,884 shares issued and outstanding.

 

On February 9, 2016, Venture Track, Inc. purchased from a Spider Investments, LLC, all rights, title and interest in and to the development of the apps in exchange for the issuance of 1,429,786 shares of Common Stock for a total value of $18, the intangibles original basis prior to the reverse merger the Company.

 

On June 30, 2016, prior to the merger with Venture Track, Alltemp (fka Source Financial) entered into a Share Exchange Agreement (the “Moneytech Agreement”) with Moneytech Group Pty Ltd. and certain shareholders of Alltemp (fka Source Financial). Pursuant to the terms of the Moneytech Agreement, an aggregate of 6,076,679 shares of Alltemp’s (fka Source Financial) common stock and 5,000 shares of Series B Preferred Stock were to be cancelled, and a total of 2,714,957 shares of Alltemp’s (fka Source Financial) common stock were still outstanding. Alltemp (fka Source Financial) was only able to cancel 6,053,004 shares of their common stock and 5,000 shares of Series B Preferred Stock. Alltemp (fka Source Financial) was unable to cancel 23,675 shares of common stock in accordance with the Moneytech Share Exchange Agreement.

 

On June 30, 2016, Alltemp (fka Source Financial) entered into a Share Exchange Agreement with Venture Track. Pursuant to the Share Exchange Agreement, Venture Track agreed to exchange 100% of its outstanding common stock for 3,089,360 shares of common stock and 4,500 shares of Series C Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), of Alltemp (fka Source Financial). The 4,500 shares of Series C Preferred Stock are convertible into 6,893,100 shares of the Company’s common stock, at the rate of 1,531.80 per share. The share exchange is accounted for as a reverse merger with Venture Track being the accounting acquirer as it retained control of Alltemp (fka Source Financial) after the exchange. Alltemp (fka Source Financial) is the legal parent company; the share exchange was treated as a recapitalization of Venture Track.

 

On October 3, 2016, the Company issued a total of 467,000 shares of common stock to two consultants for consulting services valued at $60,710.

 

On October 10, 2016, the Company issued 750,000 shares of common stock valued at $108,000, as per the settlement agreement. See note 9 for litigation details.

 

  7  

 

 

On September 14, 2016, the Company entered into a demand convertible promissory note agreement of $250,000. The note payable, which has quarterly interest only payments, has an interest rate of 5% per annum, no maturity date and is unsecured. As of March 31, 2017 and December 31, 2017, the Company had an outstanding balance of $250,000. On April 27, 2017, the noteholder converted into a total of 4,464,256 common shares of the Company’s common stock.

 

On December 5, 2016, the Company entered into a demand convertible promissory note agreement of $25,000. The note payable, which has quarterly interest only payments, has an interest rate of 5% per annum, no maturity date and is unsecured. As of March 31, 2017 and December 31, 2016, the Company has an outstanding balance of $25,000. On April 27, 2017, the noteholder converted into a total of 357,143 common shares of the Company’s common stock.

 

On December 19, 2016, the Company entered into a demand convertible promissory note agreement of $25,000. The note payable, which has quarterly interest only payments, has an interest rate of 5% per annum, no maturity date and is unsecured. As of March 31, 2017 and December 31, 2016, the Company has an outstanding balance of $25,000. On April 27, 2017, the noteholder converted into a total of 357,143 common shares of the Company’s common stock.

 

On December 19, 2016, the Company entered into a demand convertible promissory note agreement of $45,000. The note payable, which has quarterly interest only payments, has an interest rate of 5% per annum, no maturity date and is unsecured. As of March 31, 2017 and December 31, 2016, the Company has an outstanding balance of $45,000. On April 27, 2017, the noteholder converted into a total of 642,857 common shares of the Company’s common stock.

 

On December 30, 2016, the Company entered into a demand convertible promissory note agreement of $5,000. The note payable, which has quarterly interest only payments, has an interest rate of 5% per annum, no maturity date and is unsecured. As of March 31, 2017 and December 31, 2016, the Company has an outstanding balance of $5,000. On April 27, 2017, the noteholder converted into a total of 71,428 common shares of the Company’s common stock.

 

Note 8 – Stock Options  

 

On August 22, 2013, the Company granted 25,000 Stock Options to a contractor. These Stock Options are exercisable at an exercise price of $1.30 per share. The options vested and became exercisable immediately upon granting and expired on August 22, 2016. The stock options were valued based on the value of his services. On August 22, 2016, the stock options were not exercised and expired.

 

Note 9 – Litigation

 

A dispute arose between a consultant and the Company regarding $108,000 in payments made by consultant on behalf of the Company in 2014 and 2013. The Parties agreed that all lawsuits, claims and controversies between them are settled with the Company’s payment of 750,000 shares of common stock to consultant. On October 10, 2016, the Company issued 750,000 shares of common stock to consultant for settlement.

 

Note 10 – Commitments

 

On September 16, 2016, the Company entered into a consulting agreement ending on December 31, 2017. The Company is committed to issue the consultant 15,404,987 shares of common stock for a total value of $912,963. The Company recorded stock-based compensation of $109,641 for the period ended March 31, 2017 and has common stock payable of $374,177 and $264,536 as of March 31, 2017 and December 31, 2016, respectively.

 

The Company maintains its principal office at 604 Arizona Ave, Santa Monica, CA 90401, pursuant to a month-to-month lease at the rate of $75 per month.

 

  8  

 

 

Note 11 – Subsequent Events

 

The consummation of the Merger with CSES Group, Inc. was effective on April 27, 2017. Pursuant to the Merger Agreement, the Company agreed to issue to the shareholders of CSES 127,045,969 shares of the Company’s Common Stock and issue to the holders of (a) warrants to purchase CSES Common Stock, warrants to purchase an aggregate of 18,409,680 shares of the Company’s Common Stock, (b) options to purchase CSES Common Stock, options to purchase an aggregate of 31,961, 200 shares of the Company’s Common Stock, and (c) a convertible note of CSES, a promissory note of the Company in the principal amount of $100,000 convertible into approximately 535,681 shares of the Company’s Common Stock.

 

On September 14, 2016, the Company entered into a demand convertible promissory note agreement of $250,000. The note payable, which has quarterly interest only payments, has an interest rate of 5% per annum, no maturity date and is unsecured. As of March 31, 2017 and December 31, 2017, the Company had an outstanding balance of $250,000. On April 27, 2017, the noteholder converted into a total of 4,464,256 common shares of the Company’s common stock.

 

On December 5, 2016, the Company entered into a demand convertible promissory note agreement of $25,000. The note payable, which has quarterly interest only payments, has an interest rate of 5% per annum, no maturity date and is unsecured. As of March 31, 2017 and December 31, 2016, the Company has an outstanding balance of $25,000. On April 27, 2017, the noteholder converted into a total of 357,143 common shares of the Company’s common stock.

 

On December 19, 2016, the Company entered into a demand convertible promissory note agreement of $25,000. The note payable, which has quarterly interest only payments, has an interest rate of 5% per annum, no maturity date and is unsecured. As of March 31, 2017 and December 31, 2016, the Company has an outstanding balance of $25,000. On April 27, 2017, the noteholder converted into a total of 357,143 common shares of the Company’s common stock.

 

On December 19, 2016, the Company entered into a demand convertible promissory note agreement of $45,000. The note payable, which has quarterly interest only payments, has an interest rate of 5% per annum, no maturity date and is unsecured. As of March 31, 2017 and December 31, 2016, the Company has an outstanding balance of $45,000. On April 27, 2017, the noteholder converted into a total of 642,857 common shares of the Company’s common stock.

 

On December 30, 2016, the Company entered into a demand convertible promissory note agreement of $5,000. The note payable, which has quarterly interest only payments, has an interest rate of 5% per annum, no maturity date and is unsecured. As of March 31, 2017 and December 31, 2016, the Company has an outstanding balance of $5,000. On April 27, 2017, the noteholder converted into a total of 71,428 common shares of the Company’s common stock.

 

On May 5, 2017, the Series C Preferred Stock was converted into 3,189,208 shares of common stock.

 

  9  

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

This quarterly report on Form 10-Q and other reports filed by Alltemp, Inc. (Formerly known as Source Financial, Inc.) (“we,” “us,” “our,” or the “Company”) from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements (collectively the “Filings”) and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

 

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

 

Our Business  

 

Prior to the consummation of the Merger with CSES Group, Inc., which was effective on April 27, 2017, our business was a follows: On June 30, 2016, Alltemp, Inc. (f/k/s Source Financial, Inc.) (“the Company”) entered into a Share Exchange Agreement with Venture Track. Pursuant to the Share Exchange Agreement, Venture Track agreed to exchange 100% of its outstanding common stock for 3,089,360 shares of common stock and 4,500 shares of Series C Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), of Source Financial. The 4,500 shares of Series C Preferred Stock are convertible into 6,893,100 shares of the Company’s common stock, at the rate of 1,531.80 per share. The share exchange is accounted for as a reverse merger with Venture Track being the accounting acquirer as it retained control of Source Financial, Inc. after the exchange. Source Financial is the legal parent company; the share exchange was treated as a recapitalization of Venture Track.

 

Venture Track, Inc. was originally incorporated in the state of Delaware in February 2014 as Songstress, Inc. On May 13, 2015, the Company changed its name to Scoocher, Inc. and then to Venture Track, Inc. in February 2016.

 

The Company is focused on app development and deployment and intends to offer an innovation accelerator program (the “Venture Track Program”) designed to provide early-stage technology companies (the “Innovators”) with bridge loans, support in all areas of business development, and access to equity crowdfunding as designated under the JOBS Act.

 

  10  

 

 

The Company was founded by Edward C. DeFeudis, a serial entrepreneur and venture investor, with 20-plus years of experience in the financial industry. Since 1995, he has helped launch numerous private and public companies, including Wiki Technologies, Inc., and has received major financing commitments to help fund companies, startups and product launches. WikiTechnologies, Inc. is a technology company dedicated to making financial transactions simple, secure, social and affordable. WikiTechnologies is comprised of (i) WikiPay®, a Money Services Business, that provides a simple, low-cost alternative to existing mobile and online money transfer and payment solutions; and (ii) WikiLoan®, a low-cost peer-to-peer lending solution. The apps use industry-leading privacy and payment security systems. Throughout his career, Mr. DeFeudis has primarily been engaged in the development of strategic partnerships and financial strategies.

 

Through the Company, Mr. DeFeudis is leveraging his experience and resources in capital markets and Internet marketing to provide an innovative accelerator program and crowdfunding platform for early-stage disruptive technology companies.

 

The Company focuses on financing, developing, and deploying apps. We own www.scoocher.com, an online content monetization engine, and have an additional app in development. The Company’s initial focus is to develop and deploy these apps as in-house projects (“Phase 1”).

 

The Company recognizes the unique opportunity that exists in today’s app market. There are thousands of apps that have been financed, built and deployed, but the founders of these apps do not possess the wherewithal to market the apps successfully. In many cases, the apps are available for sale at a fraction of the development cost. It is the Company’s intention to identify, purchase and deploy select apps with the greatest market potential (“Phase 2”).

 

The Venture Track Program first aims to fund the launch of revenue ready Innovators through bridge loans. Then the Venture Track Program aims to market the apps, determine the true customer acquisition cost, fine-tune their projections and use of proceeds, and set them on a track for a public offering facilitated through equity crowdfunding. We intend to provide office space to Innovators with receptionist coverage, mail services, conference rooms, as well as access to on-site legal and accounting, advertising and marketing services, networking events, investor presentations, business plan competitions, and more (“Phase 3”).

 

Merger Transaction

 

The consummation of the Merger with CSES Group, Inc. was effective on April 27, 2017. Pursuant to the Merger Agreement, the Company agreed to issue to the shareholders of CSES 127,045,969 shares of the Company’s Common Stock and issue to the holders of (a) warrants to purchase CSES Common Stock, warrants to purchase an aggregate of 18,409,680 shares of the Company’s Common Stock, (b) options to purchase CSES Common Stock, options to purchase an aggregate of 31,961, 200 shares of the Company’s Common Stock, and (c) a convertible note of CSES, a promissory note of the Company in the principal amount of $100,000 convertible into approximately 535,681 shares of the Company’s Common Stock.

 

  11  

 

 

Entry into a Material Definitive Agreement

 

On January 24, 2017, Alltemp Inc. (the “Company”), CSES Group, Inc. (“CSES”) and CSES Acquisition, Inc. (“Merger Sub”) executed an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will be merged into CSES (the “Merger”), each outstanding share of common stock of CSES will be converted into 10.65375 shares of the Company’s Common Stock (the “Exchange Ratio”) and each outstanding warrant and option to purchase CSES common shares will be cancelled in exchange for a warrant or option to purchase shares of the Company’s Common Stock based on the Exchange Ratio. As a result of the Merger, the former stockholders of CSES will own approximately 76.60% of the Company’s Common Stock to be outstanding immediately following the Merger. This percentage does not give effect to any warrants or options (or a convertible note). As a result of the Merger, CSES will become a wholly owned subsidiary of the Company.

 

The Merger is subject to the satisfaction of certain conditions including that all derivatives securities of the Company will be cancelled or converted so that, as of the Closing of the Merger, the Company will have no more than 38,807,335 shares of Common Stock outstanding, all of the directors and officers of the Company will have resigned effective upon the election and appointment of the CSES nominees, the Company will have not more than $25,000 in liabilities and an amendment to the Company Certificate of Incorporation will have been filed with the Delaware Secretary of State increasing the authorized shares of Common Stock of the Company to 500,000,000 and of the Company’s Preferred Stock to 10,000,000 and changing the Company’s name to Alltemp, Inc.

 

Binding Memorandum of Understanding

 

On September 20, 2016, the Company entered into a Binding Memorandum of Understanding (the “MOU”) with CSES Group, Inc. (“Alltemp”) and William Lopshire and Kjell Nesen, solely as officers of Alltemp (collectively, are herein referred to as the “Parties” and each, individually, is a “Party”). 

 

Pursuant to the terms of the MOU, the Company provided a minimum of $250,000 in bridge loans (“Bridge Loans”) to Alltemp. The Bridge Loans shall be evidenced by a demand convertible promissory note in the principal amount of $250,000 (the “Note”) bearing interest only at a rate of 10% per annum, interest payable quarterly commencing on January 15, 2016. In the event the merger is not consummated by the date the first quarterly payment is due (January 15, 2017), or in the event that the MOU is terminated by the Company pursuant to the terms as stated therein, Alltemp has agreed to issue common stock in Alltemp to the Company upon the Company’s request equal to five percent (5%) of Alltemp’s then issued and outstanding common stock on a fully diluted basis at the time of exercise. Upon exercise of this right by the Company, the Note shall be canceled.

 

The Parties intend to promptly begin negotiating to reach a written definitive agreement, subject to the approval of each Party’s board of directors, containing comprehensive representations, warranties, indemnities, conditions and agreements by the Parties. In the event the Parties fail to reach a final binding written agreement within thirty days of the date of the MOU, the MOU shall remain in effect, except that all further advances under the Bridge Loan, or otherwise, shall be in the Company’s sole discretion and the Company shall not be obligated to proceed with the merger, although the Company may elect to do so. The MOU was extended until November 19, 2016 and remains in effect. 

 

The obligation of the Company to fully fund the Bridge Loan and to complete other obligations required under the MOU is subject to completion of a due diligence review of Alltemp, its assets and business. Upon satisfactory completion of the Company’s due diligence investigation, the Parties will collaboratively act to adopt and execute a Plan of Merger for the two corporate entities.

 

CSES Group has developed a proprietary refrigerant technology after years of research and development called alltemp®. alltemp® is a proven replacement for many worldwide refrigerants that have detrimentally affected the global environment. CSES Group’s alltemp® refrigerants are environmentally friendly, sustainable and cost-efficient energy solutions for the residential and commercial marketplace. alltemp® refrigerants have broad applications ranging from Heating Ventilation and Air Conditioning (“HVAC”), refrigeration, and foam insulation to industrial solvents. alltemp® is the ideal solution for replacement of HCFC-22, better known as R-22, which is the world’s most commonly used refrigerant, R-410a, R-134a and R-404a. R-22 is rapidly being phased out in all developed countries due to environmental concerns over its strong effect on the depletion of the Earth’s ozone layer. 

 

  12  
 

 

Spin-Out Transaction

 

On June 30, 2016 (the “Closing Date”), prior to the merger with Venture Track, Inc., the Company entered into that certain Share Exchange Agreement (the “Moneytech Agreement”) by and among the Company, Moneytech Group Pty Ltd., an Australian Corporations (“Moneytech”) and certain shareholders of the Company. Pursuant to the terms of the Moneytech Agreement, Moneytech acquired from the Company all of the outstanding shares and equity interests in Moneytech Limited and mPayments Pty Ltd., as well as its 95% equity interests in Moneytech POS Pty Ltd. and its 37.5% equity interests in 360 Markets Pty Ltd. (collectively, the “Moneytech Entities” and the shares and equity interests of the Moneytech Entities are referred to herein as the “Moneytech Interests”), in exchange for the return to the Company 6,076,679 shares of the Company’s common stock from certain stockholders of the Company (the “Spin-Out Stockholders”) and 5,000 shares of Series B Preferred Stock of the Company. In connection with the transaction, Moneytech issued to the Spin-Out Stockholders one fully paid ordinary shares in the capital of Moneytech as consideration for every one share of the Company’s common stock returned by the Spin-Out Stockholders.

 

As a result, the Moneytech Entities become subsidiaries of Moneytech and the Company had no further relationship with the Moneytech Entities. Immediately after the transaction, an aggregate of 6,076,679 shares of the Company’s common stock and 5,000 shares of Series B Preferred Stock were cancelled, and a total of 2,714,957 shares of the Company’s common stock were still outstanding. In addition, stock options to purchase 3,750,000 shares of the Company’s common stock were relinquished immediately prior to closing and after the closing; the Company has outstanding stock options to purchase 25,000 shares of the Company’s common stock.

 

In connection with the transaction, Hugh Evans resigned as the President, Chief Executive Officer and Director of the Company. Brian M. Pullar resigned as Chief Financial Officer of the Company. Klaus Selinger and John Wolfgang resigned from the director position with the Company. Effective on the same date, Edward C. DeFeudis was appointed as the President, Chief Executive Officer, Chief Financial Officer and Director of the Company.

 

Share Exchange Transaction

 

On June 30, 2016, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Venture Track, Inc., a Delaware corporation (“Venture Track”) and the shareholders of Venture Track (the “Venture Track Shareholders”). Pursuant to the Share Exchange Agreement, the Company agreed to exchange the outstanding common stock of Venture Track held by the Venture Track Shareholders for 3,089,360 shares of common stock and 4,500 shares of Series C Convertible Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”), of the Company. The 4,500 shares of Series C Preferred Stock are convertible into 6,893,100 shares of the Company’s common stock, at the rate of 1,531.80 per share.

 

The share exchange is accounted for as a reverse merger with Venture Track being the accounting acquirer as it retained control of the Company after the exchange. Although the Company is the legal parent company, the share exchange was treated as a recapitalization of Venture Track. As a result of the Share Exchange Agreement, Venture Track becomes a wholly owned subsidiary of the Company.

  

Immediately after the transaction, the Company had 5,804,317 shares of common stock and 4,500 shares of Series C Preferred Stock issued and outstanding. We were a holding company engaging in app development and deployment, as well as to provide innovative accelerator program for start-up companies.

 

  13  
 

 

Plan of Operation

 

The consummation of the Merger with CSES Group, Inc. was effective on April 27, 2017. After this date, the Company began operations of the CSES Group, Inc. refrigerant business. Alltemp is using a multi-prong approach to optimize revenue, increase brand awareness, enhance ROI and swiftly capture market share. Alltemp believes that alltemp® is a superior solution for replacement of R-22 and many other emerging HFC refrigerant blends like R-410a. The performance and efficiency attributes of alltemp® exceed existing R-22 and HFC alternatives in the market today. It is also clear that alltemp® is a solid environmental solution.

 

The biggest marketing challenge faced by Alltemp is creating broad industry awareness of the alltemp® product. Secondly, Alltemp must establish an efficient distribution chain to reach OEM s, wholesalers, contractors and service personnel responsible for selection of a particular refrigerant for a given application; or requiring a refrigerant to service existing plant and equipment. Alltemp has reached the point in its development where it now has entered the market with alltemp® on a commercial scale. Site installations and key discussions with service technicians and distributors have already begun throughout the United States. Case studies have been documented proving the efficacy of alltemp® under Alltemp’s Early Adopter Program.

 

Results of Operation

 

Comparison for the Three Months Ended March 31, 2017 and 2016.

 

Revenues

 

The Company did not generate any revenue for the three months ended March 31, 2017 and 2016.

 

Operating Expenses

 

Our expenses during the three months ended March 31, 2017 and 2016 consisted of general and administrative expenses in the amount of $30,798 and 5,606, respectively, and stock-based compensation of $109,641 and $0, respectively. The increase in general and administrative expenses is attributable to corporate fees of $13,005, accounting fees of $7,743 and legal fees of $7,218. The stock-based compensation is attributable to stock compensation during the period.

 

Net Loss

 

We are currently operating at a loss and we have a net loss of $147,303 for the three months ended March 31, 2017 as compared to $5,606 for the three months ended March 31, 2016. The increase in net loss was primarily due stock compensation of $109,641, corporate fees of $13,005, accounting fees of $7,743 and legal fees of $7,218.

 

  14  
 

  

Liquidity and Capital Resources

 

Working Capital

 

    March 31, 2017     December 31, 2016  
             
Current Assets   $ 276,053     $ 288,979  
Current Liabilities     (769,430 )     (636,612 )
Working Deficiency   $ (493,377 )   $ (347,633 )

 

Current assets for the quarter ended March 31, 2017 decreased compared to December 31, 2016 primarily due to cash used for business operations.

 

Current liabilities for the quarter ended March 31, 2017 increased compared to December 31, 2016 primarily due to increase in common stock payable of $109,641.

 

Cash Flows

 

    Three
months
    Three
months
 
    Ended     Ended  
    March 31, 2017     March 31, 2016  
Net Cash Used in Operating Activities   $ (15,851 )   $ (6,124 )
Net Cash Used in Investing Activities     -       (3,256 )
Net Cash Provided by Financing Activities     1,089       9,005  
Net Decrease in Cash   $ (14,762 )   $ (375 )

 

  15  
 

 

Net Cash Used in Operating Activities

 

Our cash used in operating activities for the three-month period ended March 31, 2017 was $15,851 as compared to $6,124 for the three-month period ended March 31, 2016. The decrease is attributable to cash used for business operations.

 

Net Cash Used in Investing Activities

 

Our cash used in investing activities for the three-month period ended March 31, 2017 was $0 as compared to $3,256 for the three-month period ended March 31, 2016. The decrease is attributable to no purchase of intangible assets during the period ended March 31, 2017.

 

Net Cash Provided by Financing Activities

 

Our cash provided by financing activities for the three-month period ended March 31, 2017 was $1,089 as compared to $9,005 for the three-month period ended March 31, 2016. The decrease is attributable to decrease in proceeds from notes payable.

 

Going Concern

 

At March 31, 2017, we had an accumulated deficit of $773,807 and incurred a net loss of $147,303 for the three-month period ended March 31, 2017.  We did not generate any revenues and have incurred losses since inception. We expect to incur further losses in the development of our business, all of which casts substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.

 

Off-Balance Sheet Arrangements

 

As of March 31, 2017, the Company had no off-balance sheet arrangements.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

We do not hold any derivative instruments and do not engage in any hedging activities.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2017.

 

Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible controls and procedures.

 

Management conducted its evaluation of disclosure controls and procedures under the supervision of our Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, because of the material weakness in internal control over financial reporting, our disclosure controls and procedures were not effective as of March 31, 2017.

 

Changes in Internal Control over Financial Reporting

 

During the three months ended March 31, 2017, there has been no change in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. We will continue to monitor the deficiencies identified in internal controls and make changes that our management deems necessary.

 

  16  
 

 

PART II OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

Item 1A. Risk Factors.

 

Not required because we are a smaller reporting company.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

None

 

Item 3. Defaults Upon Senior Securities.

 

There has been no default in the payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

There is no other information required to be disclosed under this item which was not previously disclosed. 

 

Exhibit

Number

  Document
   
31.1   Certifications of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2   Certifications of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+   Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2+   Certifications of 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.INS   XBRL Instance Document
101.SCH   XBRL Taxonomy Schema
101.CAL   XBRL Taxonomy Calculation Linkbase
101.DEF   XBRL Taxonomy Definition Linkbase
101.LAB   XBRL Taxonomy Label Linkbase
101.PRE   XBRL Taxonomy Presentation Linkbase

 

+ In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.  

 

  17  
 

 

SIGNATURES

 

In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Alltemp, Inc.
   
May 22, 2017 By: /s/ William Lopshire
   

William Lopshire

Chief Executive Officer and
acting Chief Financial Officer

    (Principal Executive Officer and
Principal Accounting Officer) 

 

 

18

 

 

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

RULE 13A-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

 

I, William Lopshire, Chief Executive Officer of Alltemp, Inc. (the "Company"), certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of the Company;

 

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)) 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 controls 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 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 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: May 22, 2017

 

  /s/ William Lopshire
  William Lopshire
  Chief Executive Officer
(Principal Executive Officer)

 

Exhibit 31.2

 

CERTIFICATIONS OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO

RULE 13A-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

 

I, William Lopshire, acting Chief Financial Officer of Alltemp, Inc. (the "Company"), certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of the Company;

 

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)) 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 controls 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 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 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: May 22, 2017

 

  /s/ William Lopshire
  William Lopshire
  Acting Chief Financial Officer
  (Principal Financial Officer)

 

 

 

 

 

 

Exhibit 32.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE 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 Alltemp, Inc., a Delaware corporation (the "Company"), on Form 10-Q for the quarter ended March 31, 2017, as filed with the Securities and Exchange Commission (the "Report"), William Lopshire, Chief Executive Officer of the Company, does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Dated: May 22, 2017

 

  /s/ William Lopshire
  William Lopshire
  Chief Executive Officer
  (Principal Executive Officer)

 

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

 

CERTIFICATION OF PRINCIPAL 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 Alltemp, Inc., a Delaware corporation (the "Company"), on Form 10-Q for the quarter ended March 31, 2017, as filed with the Securities and Exchange Commission (the "Report"), William Lopshire, Chief Financial Officer of the Company, does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. ss. 1350), that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Dated: May 22, 2017

 

  /s/ William Lopshire
  William Lopshire
  Acting Chief Financial Officer
  (Principal Financial Officer)

                                                                                          

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.