☒
|
A
NNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2016
|
☐
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
|
Colorado
|
84-1162056
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☒
|
Common Stock, no par value
|
10,673,225
|
(Class)
|
(Outstanding at May 31, 2016)
|
|
|
Page
|
|
|
|
|
|
Item 1. | |||
Item 1A. | |||
Item 1B. | |||
Item 2. | |||
Item 3. | |||
Item 4. | |||
|
|
|
|
Item 5. | |||
Item 6. | |||
Item 7. | |||
Item 7A. | |||
Item 8. | |||
Item 9. | |||
Item 9A. | |||
Item 9B. | |||
Item 10. | |||
Item 11. | |||
Item 12. | |||
Item 13. | |||
Item 14. | |||
Item 15. | |||
2016
|
2015
|
|||||||||||||||
Fiscal
|
High
|
Low
|
High
|
Low
|
||||||||||||
First quarter
|
$
|
0.77
|
$
|
0.37
|
$
|
1.10
|
$
|
0.78
|
||||||||
Second quarter
|
$
|
0.55
|
$
|
0.36
|
$
|
1.06
|
$
|
0.86
|
||||||||
Third quarter
|
$
|
0.50
|
$
|
0.30
|
$
|
1.00
|
$
|
0.69
|
||||||||
Fourth quarter
|
$
|
0.62
|
$
|
0.32
|
$
|
0.90
|
$
|
0.73
|
Item 6 | Selected Financial Data |
Item 7. | Management's Discussion and Analysis of Financial Condition and Results of Operations |
Fiscal Year
|
Amount
|
|||
2017
|
276,732
|
|||
2018
|
285,034
|
|||
2019
|
293,585
|
|||
2020
|
99,800
|
|||
Total
|
$
|
955,151
|
Payment due by period
|
||||||||||||||||||||
Contractual obligations
|
Totals
|
Less than 1 year
|
1-3 years
|
3-5 years
|
More than 5 years
|
|||||||||||||||
Line of credit obligations
|
$
|
387,491
|
$
|
387,491
|
$
|
––
|
$
|
––
|
$
|
––
|
||||||||||
Lease obligations
|
955,151
|
276,732
|
578,619
|
99,800
|
––
|
|||||||||||||||
Total
|
$
|
1,342,642
|
$
|
664,223
|
$
|
578,619
|
$
|
99,800
|
$
|
––
|
||||||||||
Page | |
March 31, 2016
|
March 31, 2015
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
292,840
|
$
|
258,656
|
||||
Restricted cash
|
25,000
|
––
|
||||||
Accounts receivable, net of allowance for doubtful accounts of $,000 at March 31, 2016 and $11,500 at March 31, 2015
|
839,850
|
965,355
|
||||||
Inventories, net of reserve for obsolescence of $410,000 at March 31, 2016 and $240,000 at March 31, 2015
|
1,730,747
|
2,337,654
|
||||||
Prepaid expenses
|
91,989
|
109,678
|
||||||
Total current assets
|
2,980,426
|
3,671,343
|
||||||
Equipment:
|
||||||||
Furniture, fixtures and equipment, at cost
|
3,950,710
|
3,917,386
|
||||||
Accumulated depreciation
|
(3,389,533
|
)
|
(3,140,453
|
)
|
||||
Equipment, net
|
561,177
|
776,933
|
||||||
Patents, net of accumulated amortization of $179,317 at March 31, 2016 and
$153,494 at March 31, 2015
|
252,889
|
257,356
|
||||||
Other assets
|
15,926
|
20,135
|
||||||
TOTAL ASSETS
|
$
|
3,810,418
|
$
|
4,725,767
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
355,890
|
$
|
675,411
|
||||
Accrued compensation
|
246,203
|
262,195
|
||||||
Other accrued liabilities
|
257,506
|
324,926
|
||||||
Line of credit
|
387,491
|
––
|
||||||
Deferred rent
|
30,384
|
30,384
|
||||||
Total current liabilities
|
1,277,474
|
1,292,916
|
||||||
Long-term liabilities:
|
||||||||
Line of credit
|
––
|
64,000
|
||||||
Deferred rent
|
70,896
|
101,280
|
||||||
Total liabilities
|
1,348,370
|
1,458,196
|
||||||
Commitments and contingencies (Note 4)
|
||||||||
Shareholders’ equity:
|
||||||||
Preferred stock, no par value: 10,000,000 shares authorized; none issued and
outstanding
|
––
|
––
|
||||||
Common stock and additional paid-in capital, no par value: 100,000,000 shares
authorized; 10,673,225 issued and outstanding at March 31, 2016 and 2015
|
23,682,365
|
23,607,688
|
||||||
Accumulated (deficit)
|
(21,220,317
|
)
|
(20,340,117
|
)
|
||||
Total shareholders’ equity
|
2,462,048
|
3,267,571
|
||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
3,810,418
|
$
|
4,725,767
|
||||
Years Ended
|
March 31, 2016
|
March 31, 2015
|
||||||
NET REVENUE
|
$
|
9,336,078
|
$
|
9,671,481
|
||||
COST OF REVENUE
|
4,759,067
|
4,977,258
|
||||||
GROSS PROFIT
|
4,577,011
|
4,694,223
|
||||||
OPERATING EXPENSES:
|
||||||||
Sales and marketing
|
2,558,785
|
2,921,295
|
||||||
General and administrative
|
1,476,803
|
1,615,006
|
||||||
Research and development
|
1,249,787
|
1,342,411
|
||||||
Total operating expenses
|
5,285,375
|
5,878,712
|
||||||
OPERATING LOSS
|
(708,364
|
)
|
(1,184,489
|
)
|
||||
Interest expense, net
|
(46,903
|
)
|
(7,381
|
)
|
||||
Other expense, net
|
(124,933
|
)
|
(190,876
|
)
|
||||
Interest and other expense, net
|
(171,836
|
)
|
(198,257
|
)
|
||||
LOSS BEFORE PROVISION FOR INCOME TAXES
|
(880,200
|
)
|
(1,382,746
|
)
|
||||
Provision for income taxes
|
––
|
––
|
||||||
NET LOSS
|
$
|
(880,200
|
)
|
$
|
(1,382,746
|
)
|
||
Net loss per share—basic and diluted
|
$
|
(0.08
|
)
|
$
|
(0.13
|
)
|
||
Weighted average shares—basic and diluted
|
10,673,225
|
10,673,225
|
||||||
Shares of
Common Stock
|
Common Stock
and Additional
Paid-in Capital
|
Accumulated
Deficit
|
Total
Shareholders’
Equity
|
|||||||||||||
BALANCES AT MARCH 31, 2014
|
10,673,225
|
$
|
23,545,080
|
$
|
(18,957,371
|
)
|
$
|
4,587,709
|
||||||||
Net loss
|
––
|
––
|
(1,382,746
|
)
|
(1,382,746
|
)
|
||||||||||
Compensation expense related to equities
|
––
|
62,608
|
––
|
62,608
|
||||||||||||
BALANCES AT MARCH 31, 2015
|
10,673,225
|
$
|
23,607,688
|
$
|
(20,340,117
|
)
|
$
|
3,267,571
|
||||||||
Net loss
|
––
|
––
|
(880,200
|
)
|
(880,200
|
)
|
||||||||||
Compensation expense related to equities
|
––
|
74,677
|
––
|
74,677
|
||||||||||||
BALANCES AT MARCH 31, 2016
|
10,673,225
|
$
|
23,682,365
|
$
|
(21,220,317
|
)
|
$
|
2,462,048
|
Years Ended
|
March 31, 2016
|
March 31, 2015
|
||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(880,200
|
)
|
$
|
(1,382,746
|
)
|
||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization
|
318,692
|
382,058
|
||||||
Stock-based compensation expense related to stock options
|
74,677
|
62,608
|
||||||
Provision for doubtful accounts, net change
|
(2,500
|
)
|
3,500
|
|||||
Provision for inventory obsolescence, net change
|
170,000
|
136,501
|
||||||
Change in operating assets and liabilities:
|
||||||||
Accounts receivable
|
128,005
|
(105,635
|
)
|
|||||
Inventories
|
436,907
|
(249,927
|
)
|
|||||
Prepaid expenses and other assets
|
21,898
|
(50,299
|
)
|
|||||
Accounts payable
|
(319,521
|
)
|
9,252
|
|||||
Accrued compensation and other accrued liabilities
|
(113,796
|
)
|
(238,083
|
)
|
||||
Net cash used in operating activities
|
(165,838
|
)
|
(1,432,771
|
)
|
||||
Cash flows from investing activities:
|
||||||||
Acquisition of property and equipment
|
(77,113
|
)
|
(29,695
|
)
|
||||
Patent costs
|
(21,356
|
)
|
(32,458
|
)
|
||||
Net cash used in investing activities
|
(98,469
|
)
|
(62,153
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Borrowings from credit facility, net change
|
323,491
|
64,000
|
||||||
Change in restricted cash
|
(25,000
|
)
|
––
|
|||||
Net cash provided by financing activities
|
298,491
|
64,000
|
||||||
Net increase (decrease) in cash and cash equivalents
|
34,184
|
(1,430,924
|
)
|
|||||
Cash and cash equivalents, beginning of fiscal year
|
258,656
|
1,689,580
|
||||||
Cash and cash equivalents, end of fiscal year
|
$
|
292,840
|
$
|
258,656
|
||||
Supplemental disclosures of cash flow information:
|
||||||||
Cash paid during the year for interest
|
$
|
14,835
|
$
|
1,250
|
Years Ended
|
March 31, 2016
|
March 31, 2015
|
||||||
Balance, beginning of year
|
$
|
11,500
|
$
|
8,000
|
||||
Provision for estimated (recoveries) losses
|
(1,338
|
)
|
9,582
|
|||||
Write-off of uncollectible accounts
|
(1,162
|
)
|
(6,082
|
)
|
||||
Balance, end of year
|
$
|
9,000
|
$
|
11,500
|
Years Ended
|
March 31, 2016
|
March 31, 2015
|
||||||
Balance, beginning of year
|
$
|
20,000
|
$
|
35,000
|
||||
Provision for estimated warranty claims
|
1,194
|
(15,000
|
)
|
|||||
Claims made
|
(1,194
|
)
|
—
|
|||||
Balance, end of year
|
$
|
20,000
|
$
|
20,000
|
March 31, 2016
|
March 31, 2015
|
|||||||
Raw materials
|
$
|
1,469,630
|
$
|
1,547,733
|
||||
Finished goods
|
671,117
|
1,029,921
|
||||||
Total gross inventories
|
2,140,747
|
2,577,654
|
||||||
Less reserve for obsolescence
|
(410,000
|
)
|
(240,000
|
)
|
||||
Total net inventories
|
$
|
1,730,747
|
$
|
2,337,654
|
Years Ended
|
March 31, 2016
|
March 31, 2015
|
||||||
Balance, beginning of year
|
$
|
240,000
|
$
|
560,000
|
||||
Provision for estimated obsolescence
|
221,427
|
135,902
|
||||||
Write-off of obsolete inventory
|
(51,427
|
)
|
(455,902
|
)
|
||||
Balance, end of year
|
$
|
410,000
|
$
|
240,000
|
March 31, 2016
|
March 31, 2015
|
|||||||
Patents issued
|
$
|
280,669
|
$
|
280,669
|
||||
Accumulated amortization
|
(165,167
|
)
|
(153,494
|
)
|
||||
Patents issued, net of accumulated amortization
|
115,502
|
127,175
|
||||||
Patent applications
|
151,537
|
130,181
|
||||||
Accumulated amortization
|
(14,150
|
)
|
—
|
|||||
Patent applications, net of accumulated amortization
|
137,387
|
130,181
|
||||||
Total net patents and patent applications
|
$
|
252,889
|
$
|
257,356
|
Fiscal Year
|
Amount
|
|||
2017
|
$
|
25,823
|
||
2018
|
25,823
|
|||
2019
|
25,823
|
|||
2020
|
25,823
|
|||
2021 and following
|
149,597
|
|||
Total
|
$
|
252,889
|
March 31, 2016
|
March 31, 2015
|
|||||||
Warranty
|
$
|
20,000
|
$
|
20,000
|
||||
Sales commissions
|
83,445
|
82,132
|
||||||
Lease normalization
|
31,365
|
22,655
|
||||||
Sales and use tax
|
17,453
|
21,124
|
||||||
Marketing fees
|
10,363
|
8,133
|
||||||
Legal and audit fees
|
40,454
|
38,493
|
||||||
Payroll taxes
|
21,823
|
24,120
|
||||||
Medical device tax
|
––
|
7,651
|
||||||
Employment agreement
|
—
|
87,282
|
||||||
Insurance
|
20,240
|
—
|
||||||
Miscellaneous
|
12,363
|
13,336
|
||||||
Total other accrued liabilities
|
$
|
257,506
|
$
|
324,926
|
Years Ended
|
March 31, 2016
|
March 31, 2015
|
||||||
Cost of sales
|
$
|
2,287
|
$
|
1,965
|
||||
Sales and marketing
|
11,822
|
11,076
|
||||||
General and administrative
|
56,381
|
46,522
|
||||||
Research and development
|
4,187
|
3,045
|
||||||
Stock-based compensation expense
|
$
|
74,677
|
$
|
62,608
|
Years Ended
|
March 31, 2016
|
March 31, 2015
|
||||||
Net loss
|
$
|
(880,200
|
)
|
$
|
(1,382,746
|
)
|
||
Weighted-average shares
— basic
|
10,673,225
|
10,673,225
|
||||||
Effect of dilutive potential common shares
|
—
|
—
|
||||||
Weighted-average shares — diluted
|
10,673,225
|
10,673,225
|
||||||
Net loss per share — basic and diluted
|
$
|
(0.08
|
)
|
$
|
(0.13
|
)
|
||
Antidilutive equity units
|
700,924
|
599,924
|
Years Ended
|
March 31, 2016
|
March 31, 2015
|
||||||
Risk-free interest rate
|
1.6%
|
|
|
1.4% to 1.7%
|
||||
Expected life (in years)
|
5.0
|
5.0
|
||||||
Expected volatility
|
|
72% to 75%
|
|
74% to 75%
|
||||
Expected dividend
|
0%
|
|
0%
|
|
STOCK OPTIONS OUTSTANDING
|
||||||||
Number
Outstanding
|
Weighted-Average Exercise Price per Share
|
|||||||
BALANCE AT MARCH 31, 2014
|
281,000
|
$
|
1.06
|
|||||
Granted
|
75,000
|
0.84
|
||||||
Forfeited/expired
|
(26,000
|
)
|
1.73
|
|||||
BALANCE AT MARCH 31, 2015
|
330,000
|
$
|
0.96
|
|||||
Granted
|
139,000
|
0.57
|
||||||
Forfeited/expired
|
(58,000
|
)
|
0.83
|
|||||
BALANCE AT MARCH 31, 2016
|
411,000
|
$
|
0.85
|
STOCK OPTIONS OUTSTANDING
|
||||||||
Number
Outstanding
|
Weighted-Average Exercise Price per Share
|
|||||||
BALANCE AT MARCH 31, 2014
|
250,000
|
$
|
0.97
|
|||||
Granted
|
20,000
|
1.00
|
||||||
Forfeited/expired
|
(25,000
|
)
|
1.12
|
|||||
BALANCE AT MARCH 31, 2015
|
245,000
|
$
|
0.96
|
|||||
Granted
|
—
|
—
|
||||||
Forfeited/expired
|
—
|
—
|
||||||
BALANCE AT MARCH 31, 2016
|
245,000
|
$
|
0.96
|
STOCK OPTIONS OUTSTANDING
|
STOCK OPTIONS EXERCISABLE
|
|||||||||||||||||||||
Range of Exercise Prices
|
Number
Outstanding
|
Weighted-Average
Remaining Contractual
Life (in Years)
|
Weighted-Average
Exercise Price
per Share
|
Number
Exercisable
|
Weighted-Average
Exercise Price
per Share
|
|||||||||||||||||
|
$0.50 - $0.94
|
426,000
|
2.0
|
$
|
0.75
|
133,061
|
$
|
0.83
|
||||||||||||||
|
$1.00 - $1.09
|
110,000
|
2.3
|
$
|
1.02
|
56,781
|
$
|
1.03
|
||||||||||||||
|
$1.15 - $1.50
|
120,000
|
2.1
|
$
|
1.26
|
85,670
|
$
|
1.28
|
||||||||||||||
656,000
|
2.1
|
$
|
0.89
|
275,512
|
$
|
1.01
|
RSUs OUTSTANDING
|
||||||||
Number
Outstanding
|
Weighted-Average Exercise Price per Share
|
|||||||
BALANCE AT MARCH 31, 2015
|
24,924
|
$
|
0.80
|
|||||
Granted
|
20,000
|
0.50
|
||||||
BALANCE AT MARCH 31, 2016
|
44,924
|
$
|
0.67
|
Fiscal Year
|
Amount
|
|||
2017
|
276,732
|
|||
2018
|
285,034
|
|||
2019
|
293,585
|
|||
2020
|
99,800
|
|||
Total
|
$
|
955,151
|
Years Ended
|
March 31, 2016
|
March 31, 2015
|
||||||
Current:
|
||||||||
Federal
|
$
|
––
|
$
|
––
|
||||
State
|
––
|
––
|
||||||
Total current
|
––
|
––
|
||||||
Deferred:
|
||||||||
Federal
|
(291,000
|
)
|
(461,000
|
)
|
||||
State
|
(30,000
|
)
|
(48,000
|
)
|
||||
Total deferred
|
(321,000
|
)
|
(509,000
|
)
|
||||
Valuation allowance
|
321,000
|
509,000
|
||||||
Total
|
$
|
––
|
$
|
––
|
Years Ended
|
March 31, 2016
|
March 31, 2015
|
||||||
Federal statutory rate
|
$
|
(299,000
|
)
|
$
|
(470,000
|
)
|
||
Effect of:
|
||||||||
State taxes, net of federal tax benefit
|
(31,000
|
)
|
(48,000
|
)
|
||||
Other
|
15,000
|
12,000
|
||||||
Valuation allowance
|
315,000
|
506,000
|
||||||
Total
|
$
|
––
|
$
|
––
|
Years Ended
|
March 31, 2016
|
March 31, 2015
|
||||||
Credits and net operating loss
carryforwards
|
$
|
4,190,000
|
$
|
3,936,000
|
||||
Other
|
225,000
|
158,000
|
||||||
Gross deferred tax assets
|
4,415,000
|
4,094,000
|
||||||
Valuation allowance
|
(4,415,000
|
)
|
(4,094,000
|
)
|
||||
Total deferred tax assets
|
$
|
––
|
$
|
––
|
Plan Category
|
Number of securities to be issued upon exercise of outstanding equity units
|
Weighted-average exercise price of equity units
|
Number of securities remaining available for future issuance under equity units plan
|
|||||||||
Equity compensation plans approved by security holders
|
455,924
|
$
|
0.83
|
244,076
|
||||||||
Equity compensation plans not approved by security holders
|
245,000
|
$
|
0.96
|
––
|
||||||||
Total
|
700,924
|
$
|
0.95
|
244,076
|
Dated: June 14, 2016 |
ENCISION INC.
|
||
|
By:
|
/s/ Mala Ray | |
Mala Ray
|
|||
Controller
Principal Accounting Officer & Principal Financial Officer
|
|||
|
|||
/s/ Mala Ray
|
June 14, 2016
|
||
Mala Ray
Controller
Principal Accounting Officer & Principal Financial Officer
|
|||
/s/ Patrick W. Pace
|
June 14, 2016
|
||
Patrick W. Pace
Director
|
|||
/s/ Robert H. Fries
|
June 14, 2016
|
||
Robert H. Fries
Director
|
/s/ Vern D. Kornelsen
|
June 14, 2016
|
||
Vern D. Kornelsen
Director
|
|||
/s/ Ruediger Naumann-Etienne
|
June 14, 2016
|
||
Ruediger Naumann-Etienne
Director
|
|||
/s/ Gregory J. Trudel
|
June 14, 2016
|
||
Gregory J. Trudel
President and CEO
Principal Executive Officer
Director
|
/s/ David W. Newton
|
June 14, 2016
|
||
David W. Newton
Vice President - Technology
Director
|
CRESTMARK:
|
|
BORROWER:
|
|
|
|
|
|
CRESTMARK BANK
|
|
ENCISION, INC.
a Colorado corporation
|
|
By:
/s/ Christy Morgan
|
|
By:
/s/ Gregory J. Trudel
|
|
Christy Morgan, 1st Vice President, Legal
|
|
Gregory J. Trudel, President
|
|
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-37321, 333-37323, and 333-120201) and Form S-3 (No. 333-109159) of Encision Inc. of our report dated June 14, 2016, with respect to the balance sheets of Encision Inc. as of March 31, 2016 and 2015, and the related statements of operations, shareholders’ equity, and cash flows for the years then ended, which appears in the March 31, 2016 Annual Report on Form 10-K of Encision Inc.
/s/ Eide Bailly LLP
Greenwood Village, Colorado
June 14, 2016
Exhibit 31.1
CERTIFICATIONS
I, Gregory Trudel, certify that :
1. I have reviewed this quarterly report on Form 10-K of Encision Inc.;
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.
Dated: June 14, 2016
|
/s/ Gregory Trudel |
|
|
|
Gregory Trudel |
|
President and CEO |
Exhibit 31.2
CERTIFICATIONS
I, Mala Ray, certify that :
1. I have reviewed this quarterly report on Form 10-K of Encision Inc.;
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 quarterly 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.
Dated: June 14, 2016
|
/s/ Mala Ray |
|
|
|
Mala Ray |
|
Controller, Principal Accounting Officer and Principal Financial Officer |
Exhibit 32.1
CERTIFICATIONS OF PERIODIC REPORT
I, Gregory Trudel, President and Chief Executive Officer of Encision Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:
• |
the Annual Report on Form 10-K of the Company for the annual period ended March 31, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and |
• |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: June 14, 2016. |
|
|
|
|
/s/ Gregory Trudel |
|
Gregory Trudel |
|
President and Chief Executive Officer |
I, Mala Ray, Controller, Principal Accounting Officer and Principal Financial Officer of Encision Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that, to the best of my knowledge:
• |
the Annual Report on Form 10-K of the Company for the annual period ended March 31, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and |
• |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Dated: June 14, 2016. |
|
/s/ Mala Ray |
|
Mala Ray |
|
Controller, Principal Accounting Officer and Principal Financial Officer |