Florida
|
59-3226705
|
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
Large Accelerated Filer
o
|
Accelerated Filer
o
|
||
Non-Accelerated Filer
o
|
Smaller Reporting Company
þ
|
PART I FINANCIAL STATEMENTS
|
||
Item 1
|
Financial Statements
|
4 |
Item 2
|
Management's Discussion and Analysis of Financial Conditions and Results of Operations
|
22 |
Item 3
|
Quantitative and Qualitative Disclosures About Market Risk
|
31 |
Item 4
|
Controls and Procedures
|
31 |
PART II OTHER INFORMATION
|
||
Item 1
|
Legal Proceedings
|
32 |
Item 1A
|
Risk Factors
|
32 |
Item 2
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
32 |
Item 3
|
Default upon Senior Securities
|
32 |
Item 4
|
Mine Safety Disclosures
|
32 |
Item 5
|
Other Information
|
32 |
Item 6
|
Exhibits
|
33 |
●
|
being permitted to present only two years of audited financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this quarterly report;
|
●
|
not being requested to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley Act”);
|
●
|
reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and
|
●
|
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
|
●
|
strategy;
|
●
|
new product discovery and development;
|
●
|
current or pending clinical trials;
|
●
|
our products’ ability to demonstrate efficacy or an acceptable safety profile;
|
●
|
actions by the FDA and other regulatory authorities;
|
●
|
product manufacturing , including our arrangements with third-party suppliers;
|
●
|
product introduction and sales;
|
●
|
royalties and contract revenues;
|
●
|
expenses and net income;
|
●
|
credit and foreign exchange risk management;
|
●
|
liquidity;
|
●
|
asset and liability risk management;
|
●
|
the outcome of litigation and other proceedings;
|
●
|
intellectual property rights and protection;
|
●
|
economic factors;
|
●
|
competition; and
|
●
|
legal risks
|
●
|
our lack of operating history;
|
●
|
our current and future capital requirements and our ability to satisfy our capital needs;
|
●
|
our inability to keep up with industry competition;
|
●
|
interpretations of current laws and the passages of future laws;
|
●
|
acceptance of our business model by investors and our ability to raise capital;
|
●
|
our drug discovery and development activities may not result in products that are approved by the applicable regulatory authorities. Even if our drug candidates do obtain regulatory approval they may never achieve market acceptance or commercial success;
|
●
|
our reliance on key personnel, including our ability to attract and retain scientists;
|
●
|
our reliance on third party manufacturing to supply drugs for clinical trials and sales;
|
●
|
our limited distribution organization with no sales and marketing staff;
|
●
|
our being subject to product liability claims;
|
●
|
legislation or regulation that may increase the cost of our business or limit our service and product offerings;
|
●
|
risks related to our intellectual property, including our ability to adequately protect intellectual property rights;
|
●
|
risks related to governmental regulation, including our ability to obtain approvals for the commercialization of some or all of our drug candidates, and ongoing regulatory obligations and continued regulatory review which may result in significant additional expense and subject us to penalties if we fail to comply with applicable regulatory requirements; and
|
●
|
our ability to obtain regulatory approvals in foreign jurisdictions to allow us to market our products internationally.
|
March 31,
2014
|
December 31,
013
|
|||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash and cash equivalents
|
$
|
233,692
|
$
|
406,596
|
||||
Prepaids and other current assets
|
42,500
|
215,900
|
||||||
Total current assets
|
276,192
|
622,496
|
||||||
Fixed Assets:
|
||||||||
Computer equipment, net of accumulated depreciation
|
||||||||
of $1,868 and $1,293 respectively
|
5,032
|
5,607
|
||||||
Intangible Assets:
|
||||||||
Patents and licenses, net of amortization
|
||||||||
of $5,141,087 and $4,422,375, respectively (Note 6)
|
17,827,836
|
18,546,548
|
||||||
Deposits
|
10,183
|
17,435
|
||||||
Total assets
|
$
|
18,119,243
|
$
|
19,192,086
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable
|
$
|
1,012,088
|
$
|
$839,909
|
||||
Payable to officer
|
76,000
|
76,000
|
||||||
Accrued liabilities
|
662,454
|
588,271
|
||||||
Current portion patent liability
|
68,333
|
118,333
|
||||||
Notes payable
|
1,417,197
|
817,197
|
||||||
Total current liabilities
|
3,236,072
|
2,439,710
|
||||||
Non-current Liabilities:
|
||||||||
Notes payable related party
|
101,128
|
121,128
|
||||||
Total non-current liabilities
|
101,128
|
121,128
|
||||||
Commitments and contingencies (Note 7)
|
||||||||
Total Liabilities
|
3,337,200
|
2,560,838
|
||||||
Stockholders' Equity:
|
||||||||
Common stock - par value $0.001; 500,000,000 shares authorized;
|
||||||||
86,371,347 and 74,161,639 shares issued and outstanding respectively
|
86,371
|
74,160
|
||||||
Additional paid in capital
|
322,570,898
|
308,113,375
|
||||||
Stock issuances due
|
1,302,113
|
4,893,499
|
||||||
Prepaid services
|
(8,509,722
|
)
|
(13,447,109
|
)
|
||||
Accumulated deficit
|
(300,667,617
|
)
|
(283,002,677
|
)
|
||||
Total stockholders' equity
|
14,782,043
|
16,631,248
|
||||||
Total liabilities and stockholders' equity
|
$
|
18,119,243
|
$
|
19,192,086
|
THREE MONTHS ENDED
|
||||||||
March 31,
2014
|
March 31,
2013
|
|||||||
Revenues, net
|
$
|
-
|
$
|
-
|
||||
Operating expenses:
|
||||||||
Selling, general and administrative
|
12,612,953
|
7,702,170
|
||||||
Research and development expense
|
4,170,836
|
2,980,101
|
||||||
Depreciation and amortization expense
|
719,287
|
698,995
|
||||||
Total operating expenses
|
17,503,076
|
11,381,266
|
||||||
Loss from operations
|
(17,503,076
|
)
|
(11,381,266
|
)
|
||||
Other income (expense):
|
||||||||
Interest expense
|
(161,081
|
)
|
(239,912
|
)
|
||||
Exchange (loss)
|
(783
|
)
|
-
|
|||||
Loss on settlement of debt
|
-
|
(3,068,496
|
)
|
|||||
Total other income (expense)
|
(161,864
|
)
|
(3,308,408
|
)
|
||||
Net Loss
|
$
|
(17,664,940
|
)
|
$
|
(14,689,674
|
)
|
||
Basic and diluted loss per share
|
$
|
(0.22
|
)
|
$
|
(0.29
|
)
|
||
Weighted average number of shares outstanding
|
81,562,670
|
49,983,416
|
Common Stock
|
Additional Paid
|
Stock to
|
Prepaid
|
Accumulated
|
||||||||||||||||||||||||
Shares
|
Amount
|
in Capital
|
Be Issued
|
Services
|
Deficit
|
Total
|
||||||||||||||||||||||
Balance, December 31, 2013
|
74,161,639
|
$ |
74,160
|
$ |
308,113,375
|
$ |
4,893,499
|
$ |
(13,447,109)
|
$ |
(283,002,677)
|
$ |
16,631,248
|
|||||||||||||||
Issuance of common stock for prepaid services
|
5,490,000
|
5,490
|
7,960,010
|
-
|
(7,965,500)
|
-
|
-
|
|||||||||||||||||||||
Return of stock issued for charitable contributions
|
(100,000)
|
(100)
|
(749,900)
|
-
|
-
|
-
|
(750,000
|
)
|
||||||||||||||||||||
Amortization of prepaid services
|
12,902,887
|
12,902,887
|
||||||||||||||||||||||||||
Issuance of common stock to employees and consultants
|
2,028,708
|
2,029
|
446,068
|
(1,697)
|
-
|
-
|
446,400
|
|||||||||||||||||||||
Issuance of common stock in exchange for debt
|
1,000,000
|
1,000
|
1,251,000
|
(1,252,000)
|
--
|
-
|
-
|
|||||||||||||||||||||
Issuance of common stock for loan expenses and interest
|
260,000
|
260
|
362,090
|
(217,000)
|
-
|
-
|
145,350
|
|||||||||||||||||||||
Issuance of common stock for cash and exercise of warrants
|
3,531,000
|
3,532
|
2,774,182
|
(2,120,689)
|
-
|
-
|
657,025
|
|||||||||||||||||||||
Issuance and modification of common stock warrants
|
-
|
-
|
2,414,073
|
-
|
-
|
-
|
2,414,073
|
|||||||||||||||||||||
Net loss
|
-
|
-
|
-
|
-
|
-
|
(17,664,940)
|
(17,664,940
|
)
|
||||||||||||||||||||
Balance, March 31, 2014
|
86,371,347
|
$ |
86,371
|
$ |
322,570,898
|
$ |
1,302,113
|
$ |
(8,509,722)
|
$ |
(300,667,617)
|
$ |
14,782,043
|
THREE MONTHS ENDED
|
||||||||
March 31,
2014
|
March 31,
2013
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss
|
$
|
(17,664,940
|
)
|
$
|
(14,689,674
|
)
|
||
Adjustments to reconcile net loss to net cash flows used in operating activities:
|
||||||||
Depreciation
|
575
|
120
|
||||||
Amortization
|
718,712
|
696,124
|
||||||
Stock issued, and amortization of stock issued, for prepaid services
|
13,349,287
|
7,561,740
|
||||||
Loss on settlement of debt
|
-
|
3,068,496
|
||||||
Stock warrant expense
|
2,414,073
|
1,065,894
|
||||||
Stock issued for donation
|
(750,000
|
)
|
750,000
|
|||||
Stock issued for interest
|
145,350
|
232,250
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts payable
|
175,441
|
75,676
|
||||||
Accrued liabilities
|
70,921
|
132,177
|
||||||
Prepaid and other current assets
|
180,652
|
(75,600
|
)
|
|||||
Net cash used in operating activities
|
(1,359,92
|
9)
|
(1,182,797
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchase of computer equipment
|
-
|
(1,170
|
)
|
|||||
Purchase of Penn State License
|
-
|
(160,539
|
)
|
|||||
Net cash used in investing activities
|
-
|
(161,709
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from sale of stock and exercise of warrants
|
657,025
|
1,030,324
|
||||||
Proceeds from issuance of notes payable
|
600,000
|
249,000
|
||||||
Repayments of notes payable, related party
|
(20,000
|
)
|
-
|
|||||
Payments made on patent liability
|
(50,000
|
)
|
(71,667
|
)
|
||||
Net cash provided by financing activities
|
1,187,025
|
1,207,657
|
||||||
Net decrease in cash
|
(172,904
|
)
|
(136,849
|
)
|
||||
Cash and cash equivalents at beginning of period
|
406,596
|
313,095
|
||||||
Cash and cash equivalents at end of period
|
$
|
233,692
|
$
|
176,246
|
THREE MONTHS ENDED
|
||||||||
March 31,
2014
|
March 31,
2013
|
|||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
||||||||
Cash paid for interest
|
$
|
-
|
$
|
-
|
||||
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
Common shares issued for Penn State License
|
$
|
-
|
$
|
2,550,000
|
||||
Common shares issued for prepaid services
|
$
|
7,965,500
|
$
|
39,565,400
|
For the three months ended March 31,
|
||||||||||
2014
|
2013
|
|||||||||
Historical net loss per share:
|
||||||||||
Numerator
|
||||||||||
Net loss
|
$ | (17,664,940 | ) | $ | (14,689,674 | ) | ||||
Net loss attributed to Common stockholders
|
$ | (17,664,940 | ) | $ | (14,689,674 | ) | ||||
Denominator
|
||||||||||
Weighted-average common shares outstanding—
Denominator for basic and diluted net loss per share
|
81,562,670 | 49,983,416 | ||||||||
Basic and diluted net loss per share attributed
to common stockholders
|
$ | (0.22 | ) | $ | (0.29 | ) |
For the three months ended March 31,
|
||||||||
2014
|
2013
|
|||||||
Warrants to purchase Common stock
|
8,824,250 | 7,957,500 | ||||||
8,824,250 | 7,957,500 |
●
|
Robert J. Dailey, issued February 6, 2014 for $200,000, with a maturity date of June 5, 2014, and bearing an interest rate of 2% annually, a penalty of 15,000 restricted common stock shares if not paid by maturity and an additional 5,000 shares every 30 days after maturity if the loan is not satisfied in full.
|
●
|
Robert J. Dailey, issued March 7, 2014 for $200,000, with a maturity date of July 6, 2014 and bearing an interest rate of 2% annually, a penalty of 15,000 restricted common stock shares if not paid by maturity and an additional 10,000 shares every 30 days after maturity if the loan is not satisfied in full.
|
●
|
Robert J. Dailey, issued March 28, 2014 for $200,000, with a maturity date of July 27, 2014, and bearing an interest rate of 2% annually, a penalty of 15,000 restricted common stock shares if not paid by maturity and an additional 10,000 shares every 30 days after maturity if the loan is not satisfied in full.
|
Number of
Shares
|
Exercise
Price
|
Weighted
Average Price
|
||||||||||
Warrants as of December 31, 2013
|
7,957,500
|
$
|
1.00 – 15.00
|
|
$
|
1.77
|
||||||
Issued in the three months ended March 31, 2014
|
1,448,000
|
$
|
1.00-1.50
|
$
|
1.33
|
|||||||
Expired
|
–
|
–
|
||||||||||
Exercised
|
581,250
|
$
|
0.50
|
$
|
0.50
|
|||||||
Warrants as of March 31, 2014
|
8,824,250
|
$
|
0.50-15.00
|
$
|
1.66
|
Expiration Date
|
Number of
Shares
|
Exercise
Price
|
Remaining Life (years)
|
|||||||||
Third Quarter 2015
|
745,000 | $ | 1.50-2.00 | 1.50 | ||||||||
Fourth Quarter 2015
|
268,750 | $ | 1.50 | 1.75 | ||||||||
Second Quarter 2016
|
37,500 | $ | 3.00-5.00 | 2.25 | ||||||||
Third Quarter 2016
|
525,000 | $ | 0.50-5.00 | 2.50 | ||||||||
Third Quarter 2017
|
1,500,000 | $ | 1.00-1.50 | 3.50 | ||||||||
Fourth Quarter 2017
|
2,941,666 | $ | 1.00-9.00 | 3.75 | ||||||||
First Quarter 2018
|
127,500 | $ | 15.00 | 4.00 | ||||||||
Second Quarter 2018
|
33,834 | $ | 15.00 | 4.25 | ||||||||
Third Quarter 2018
|
400,000 | $ | 1.00 | 4.50 | ||||||||
Fourth Quarter 2018
|
1,197,500 | $ | 1.00-1.50 | 4.75 | ||||||||
First Quarter 2019
|
1,048,000 | $ | 1.50 | 5.00 |
|
A.
|
Upon initiation of each Phase III trial, the Company will pay $350,000.
|
|
B.
|
Upon positive completion of each Phase III clinical trial of the therapeutic use of an LDN compound in the Field of Use, the Company will pay $150,000.
|
|
C.
|
When an NDA is accepted for review by the FDA, the Company will pay $250,000.
|
|
D.
|
When FDA approval to market the NDA is approved, the Company will pay $750,000.
|
|
E.
|
Upon the first dosing of the first patient in a Phase III clinical trial for each Licensed Product, the Company will pay 250,000 shares of the Company’s common stock.
|
|
F.
|
Upon the first sale of each Licensed Product, the Company will issue 400,000 shares of the Company’s common stock.
|
|
G.
|
Upon the achievement of $20 million in cumulative sales for each licensed product covered by NDAs, the Company will issue 500,000 shares of the Company’s common stock.
|
Shares
|
||||
Shares issued for consulting expenses
|
650,000
|
●
|
Commencing by the end of the second quarter of 2014, the distribution of low-dose nultrexone ("IRT 103 LDN") to support the large scale treatment in emerging nations, initially in Africa and Central/South America as an immune-stimulating therapy for HIV/AIDS, cancer, autoimmune disease and immune disorders;
|
●
|
Commencing by the end of the second quarter of 2014, the distribution of IRT-103 LDN marketed under the name Lodonal™ through various distribution agreements;
|
●
|
Outsourcing of the manufacturing of IRT-103 LDN to Laboratorios Ramos in Managua, Nicaragua to provide LDN in capsule, tablet and/or cream form, throughout Africa and expanding to other developing nations. Work on the outsourcing commenced in the last quarter of 2013. Laboratorios Ramos has already produced LDN, and the Company will commence shipments when all regulatory approvals have been received in Africa for the importation of LDN; and
|
●
|
A cooperative venture with the Hubei Qianjiang Pharmaceutical Company (“Qianjiang”), to be in operation by the end of 2014, pursuant to which Qianjiang will provide the funding required for the clinical trials of the Company’s products in China in exchange for the Company providing exclusive licensing rights in China. The Company will also receive 6% of the gross revenue from sales of those products in China.
|
2014
|
2013
|
|||||||
Selling, general and administrative
|
$ | 12,613 | $ | 7,702 | ||||
Increase from prior year
|
$ | 4,911 | $ | 7,702 | ||||
Percent increase from prior year
|
64 | % | 100 | % |
2014
|
2013
|
|||||||
Prepaid consulting services
|
$ | 9,690 | $ | 5,030 | ||||
Stock listing and investor relations expenses
|
2,423 | 1,072 | ||||||
Consulting and contractors
|
491 | 286 | ||||||
Payroll
|
308 | 240 | ||||||
Professional fees
|
146 | 195 | ||||||
Travel
|
127 | 112 | ||||||
Insurance
|
42 | - | ||||||
Other expenses
|
136 | 17 | ||||||
Charitable donations
|
(750 | ) | 750 | |||||
$ | 12,613 | $ | 7,702 |
Amortization of cost of stock issued prior to 2014 under consulting contracts
|
$ | 5,815,969 | ||
Amortization of cost incurred for new stock issued in the three months ended March 31, 2014 under consulting contracts entered into in 2013
|
2,581,333 | |||
Amortization of cost incurred for new stock issued in the three months ended March 31, 2014 under consulting contracts entered into in 2014
|
1,292,400 | |||
Product and market development services
|
$ | 2,174,667 | ||
Business development and strategy services
|
1,628,066 | |||
Investor and media relations services
|
71,000 |
●
|
consulting services obtained to assist the Company in raising capital, manage investor relations, and develop business in new markets, in the amount of $440 in 2014, an increase of $184 or 71% over the $256 spent in 2013;
|
●
|
professional fees for legal, tax and accounting services in the amount of $146 in 2014, an decrease of $50 or 25% over the $196 spent in 2013;
|
●
|
payroll in the amount of $308 in 2014, an increase of $68 or 28% over the $240 spent in 2013; and
|
●
|
travel in the amount of $127 in 2014, an increase of $15 or 14% over the $112 spent in 2013.
|
2014
|
2013
|
|||||||
Research and development
|
$
|
4,171
|
$
|
2,980
|
||||
Increase/ (decrease) from prior year
|
$
|
1,191
|
$
|
2,980
|
||||
Percent increase / (decrease) from prior year
|
40
|
%
|
100
|
%
|
●
|
payments for contracted technical services ($143 in 2014, a decrease of $21 or 13% over the $164 spent in 2013), reflecting the increased use of contractors to perform some of our research activities;
|
●
|
purchases of supplies and materials used in research activities ($173 in 2014, an increase of $173 or 100% over the $0 spent in 2013); and
|
●
|
payroll ($92 in 2014, a decrease of $14 or 13% over the $106 spent in 2013), reflecting loss of our chief research officer in 2013.
|
2014
|
2013
|
|||||||
Depreciation expense
|
$
|
1
|
$
|
0.1
|
||||
Amortization expense
|
$
|
718
|
$
|
696
|
||||
Increase from prior year
|
$
|
22
|
$
|
696
|
||||
Percentage increase from prior year
|
3%
|
100%
|
2014
|
2013
|
|||||||
Interest expense
|
$
|
161
|
$
|
240
|
||||
(Decrease) from prior year
|
$
|
(79)
|
$
|
240
|
||||
Percentage decrease from prior year
|
(33)%
|
100%
|
●
|
Market Recognition: The investment community, including analysts, stockholders and prospective investors in each company, will be better able to realize the value of the Company and Cytocom fully and independently and enhance the market recognition of each company;
|
●
|
Business Focus: Each of the Company and Cytocom will be better able to focus efforts on and allocate resources towards its own business opportunities and challenges;
|
●
|
Improved Capital Flexibility: the Company and Cytocom will be able to deploy capital and access additional financing, if appropriate, in accordance with each company's particular needs and business model; and
|
●
|
Employee Incentives: Each of the Company and Cytocom will be better able to attract, retain and motivate employees by providing equity compensation tied more directly to its performance.
|
Name of Exhibit
|
||
Promissory note to Robert J. Dailey, issued February 6, 2014 for $200,000.
|
||
Promissory note to Robert J. Dailey, issued March 7, 2014 for $200,000.
|
||
Promissory note to Robert J. Dailey, issued March 28, 2014 for $200,000.
|
||
10.4 | Employment Agreement between Cytocom, Inc. and Dr. Graham Burton dated April 1, 2014. | |
10.5 | Employment Agreement between Cytocom, Inc. and Gary Gemignani dated April 1, 2014. | |
TNI BioTech, Inc.
|
|||
Date: May 15, 2014
|
By:
|
/s/ Noreen Griffin | |
Noreen Griffin | |||
Chief Executive Officer
|
|||
By:
|
/s/ Peter Aronstam | ||
Peter Aronstam | |||
Chief Financial Officer
|
|||
$200,000.00 | New York, New York |
Issue Date: February 6, 2014
|
TNI BioTech, Inc.
|
|||
|
By:
|
/s/ Noreen Griffin | |
Name: Noreen Griffin | |||
Title: CEO
|
|||
Witnessed and Acknowledged:
|
|||
By: | |||
Name: | |||
Title:
|
|||
$200,000.00 | New York, New York |
Issue Date: March 7, 2014
|
TNI BioTech, Inc.
|
|||
|
By:
|
/s/ Noreen Griffin | |
Name: Noreen Griffin | |||
Title: CEO
|
|||
Witnessed and Acknowledged:
|
|||
By: | |||
Name: | |||
Title:
|
|||
$200,000.00 | New York, New York |
Issue Date: March 28, 2014
|
TNI BioTech, Inc.
|
|||
|
By:
|
/s/ Noreen Griffin | |
Name: Noreen Griffin | |||
Title: CEO
|
|||
Witnessed and Acknowledged:
|
|||
By: | |||
Name: | |||
Title:
|
|||
1.
|
I have reviewed this quarterly report on Form 10-Q of TNI BioTech, 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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15-d-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(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 15, 2014
|
By:
|
/s/ Noreen Griffin
|
|
Noreen Griffin
|
|||
Chief Executive Officer
|
|||
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of TNI BioTech, 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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15-d-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(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: May 15, 2014
|
By:
|
/s/ Peter Aronstam
|
|
Peter Aronstam
|
|||
Chief Financial Officer
|
|||
(Principal Financial and Accounting Officer)
|
Date: May 15, 2014
|
By:
|
/s/ Noreen Griffin
|
|
Noreen Griffin
|
|||
Chief Executive Officer
|
|||
(Principal Executive Officer)
|
|||
By:
|
/s/ Peter Aronstam
|
||
Peter Aronstam
|
|||
Chief Financial Officer
|
|||
(Principal Financial and Accounting Officer)
|