FORM 10-Q

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2013

 

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number 333-181440

 

DIGNYTE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   26-1607874
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

605 W Knox Rd., Suite 202, Tempe AZ   85284
(Address of principal executive offices)   (Zip Code)

 

(480) 588-3333

(Registrant’s telephone number, including area code)

 

Copies of Communications to:

Laura Anthony, Esq.

Legal & Compliance, LLC

330 Clematis Street, Suite 217

West Palm Beach, FL33401

(561) 514-0936

Fax (561) 514-0832

 

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically 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 [X] 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. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer [  ] Accelerated filer [  ]
   
Non-accelerated filer [  ] (Do not check if a smaller reporting company) Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [X] No [  ]

 

The number of shares of Common Stock, $0.001 par value, outstanding on August 7, 2013 was 10,315,000 shares.

 

 

 

 
 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION  
Item 1 Financial Statements F-1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 3
Item 3 Quantitative and Qualitative Disclosures About Market Risk 5
Item 4 Controls and Procedures 5
PART II - OTHER INFORMATION  
Item 1 Legal Proceedings 5
Item 1A Risk Factors 5
Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 5
Item 3 Defaults Upon Senior Securities 5
Item 4 Mine Safety Disclosures 5
Item 5 Other Information 6
Item 6 Exhibits 6
Signatures 7

 

2
 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

DIGNYTE, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONDENSED BALANCE SHEETS

(unaudited)

 

   June 30, 2013   Dec 31, 2012 
         
ASSETS          
           
CURRENT ASSETS          
Cash  $-   $- 
Restricted Cash   28,363    26,000 
           
TOTAL CURRENT ASSETS   28,363    26,000 
           
TOTAL ASSETS  $28,363   $26,000 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
           
CURRENT LIABILITIES          
Accounts Payable-Related Party  $38,386   $19,702 
Accounts Payable   -    7,697 
Redeemable Common Stock   28,363    26,000 
           
TOTAL CURRENT LIABILITIES   66,749     53,399
           
STOCKHOLDERS’ DEFICIT          
Preferred stock, authorized, 10,000,000 shares, $.001 par value, 0 shares issued and outstanding   -    - 
Common stock, authorized, 100,000,000 shares, $.001 par value, 10,315,000 shares and 10,000,000 issued and outstanding, respectively   10,315    10,000 
Additional Paid in Capital   2,822    - 
Accumulated Deficit (during development stage)   (51,523)   (37,399)
           
Total Stockholders’ Deficit   (38,386)   (27,399)
           
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $28,363   $26,000 

 

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

 

F-1
 

 

DIGNYTE, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONDENSED STATEMENTS OF OPERATIONS

For the Three and Six Months Ended June 30, 2013 and 2012

and from inception (April 7, 2011) through June 30, 2013

(unaudited)

 

                   From Inception 
   Three Months Ended   Six Months Ended   through 
   June 30, 2013   June 30, 2012   June 30, 2013   June 30, 2012   June 30, 2013 
                     
TOTAL REVENUES  $-   $-   $-   $-   $- 
                          
EXPENSES                         
General and administrative   1,712    1,155    3,639    1,155    7,496 
Professional Fees   2,575    3,333    10,426    5,833    43,906 
                          
Total Operating Expenses   4,287    4,488    14,065    6,988    51,402 
                          
OTHER INCOME (EXPENSE)                         
Interest Income   7    -    13    -    13 
Interest Expense   (2)   -    (22)   -    (34)
                          
Total Other Income (Expense)   5    -   (9)    -    (21)
                          
Net Income before Income Taxes   (4,282)   (4,488)   (14,074)   (6,988)   (51,423)
                          
Income Tax Expense   -    -    (50)   -    (100)
                          
NET LOSS  $(4,282)  $(4,488)  $(14,124)  $(6,988)  $(51,523)
                          
BASIC AND DILUTED LOSS PER COMMON SHARE  $(0.01)  $(0.00)  $(0.01)  $(0.00)  $(0.01)
                          
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING   10,315,000    10,000,000    10,185,746    10,000,000    10,041,201 

  

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

 

F-2
 

 

DIGNYTE, INC.

(A DEVELOPMENT STAGE ENTERPRISE)

CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2013 and 2012

and from inception (April 7, 2011) through June 30, 2013

(unaudited)

 

           From Inception 
   Six Months Ended   through 
   June 30, 2013   June 30, 2012   June 30, 2013 
             
OPERATING ACTIVITIES               
Net Loss  $(14,124)  $(6,988)  $(51,523)
Adjustments to reconcile from Net Loss to net cash used in operating activities              
Services received to settle subscription receivable   -    3,333    10,000 
Changes in operating assets and liabilities               
Accounts payable-related party   18,684    2,905    38,386 
Accounts payable   (7,697)   750    - 
                
Net cash provided by operating activities   (3,137)   -    (3,137)
                
Cash Flows from Financing Activities               
Restricted Cash   (2,363)        (28,363)
Proceeds from Issuance of Common Stock   5,500    -    31,500 
                
Net cash provided by financing activities   3,137    -    3,137 
                
NET INCREASE IN CASH   -    -    - 
                
CASH, BEGINNING OF PERIOD   -    -    - 
                
CASH, END OF PERIOD  $-   $-   $- 
                
SUPPLEMENTAL INFORMATION               
Cash paid for income taxes  $50   $-   $100 
Cash paid for interest  $-   $-   $- 
                
Non-cash investing and financial transactions:               
Shares issued as stock receivable related party        10,000    10,000 

 

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

 

F-3
 

 

DIGNYTE, INC.

(A Development Stage Enterprise)

Notes to Unaudited Condensed Financial Statements

June 30, 2013

 

Note 1. The Company

 

The Company and Nature of Business

 

Dignyte, Inc.(“Dignyte” or the “Company”), was incorporated in the State of Nevada on April 7, 2011, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and has no operations to date. Other than issuing shares to its original shareholder, the Company never commenced any operational activities.

 

Note 2. Summary of Significant Accounting Policies

 

Development Stage

 

The Company’s financial statements are presented as statements of a development stage enterprise. Activities during the development stage primarily include related party equity-based and or equity financing. The Company has not commenced any significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company.

 

Basis of Presentation

 

The interim financial information of the Company for the periods ended June 30, 2013 and June 30, 2012 and for the period from inception of development stage April 7, 2011 to June 30, 2013 is unaudited. The balance sheet as of December 31, 2012 is derived from audited financial statements. The accompanying financial statements have been prepared in accordance with U. S. generally accepted accounting principles for interim financial statements. Accordingly, they omit or condense footnotes and certain other information normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles. The accounting policies followed for quarterly financial reporting conform with the accounting policies disclosed in Note 2 to the Notes to Consolidated Financial Statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2012. In the opinion of management, all adjustments which are necessary for a fair presentation of the financial information for the interim periods reported have been made. All such adjustments are of a normal recurring nature. The results of operations for the six months ended June 30, 2013 are not necessarily indicative of the results that can be expected for the entire year ending December 31, 2013. The unaudited financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2012.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these good faith estimates and judgments.

 

F-4
 

 

DIGNYTE, INC.

(A Development Stage Enterprise)

Notes to Unaudited Condensed Financial Statements

June 30, 2013

 

Note 3. Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. For the period ended June 30, 2013, the Company has no revenues and no operations. As of June 30, 2013, the Company had not emerged from the development stage and has an accumulated net loss of $51,523. In view of these matters, the Company’s ability to continue as a going concern is dependent upon the Company’s ability to find a suitable merger or acquisition company. There are no assurances that management will find a capable company for its purposes. The Company intends on financing its future development activities and its working capital needs largely from the sale of public equity securities with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The financial statements of the Company do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Note 4. Restricted Cash

 

Restricted cash is cash not available for immediate use. As of June 30, 2013, the Company had $28,363 in restricted cash equivalents in an escrow account at Evolve Bank & Trust in connection with the sale of our common stock pursuant to the terms set forth in our prospectus dated September 18, 2012. As outlined in the prospectus, the Company will be entitled to utilize up to 10% of the proceeds remaining after underwriting commissions, underwriting expenses and dealer allowances have been met inasmuch as the minimum offering of 50,000 shares has been reached. Per the prospectus, in the event an acquisition is not consummated within 18 months of the effective date of the prospectus or by March 18, 2014, the deposited funds will be returned on a pro rata basis to all investors. Based upon the terms of the prospectus, the Company has classified the restricted funds as a liability as of June 30, 2013.

 

Note 5. Accounts Payable-Related Party

 

During the period from inception (April 7, 2011) to June 30, 2013, a related party, a company in which the Secretary-Treasurer and CFO of the Company is also serving as CFO, has paid $41,536 on the behalf of the Company and $38,386 is outstanding on June 30, 2013.

 

Note 6. Stockholder’s Deficit

 

The total number of shares of preferred stock which the Company shall have authority to issue is 10,000,000 shares with a par value of $0.001. There have been no preferred shares issued as of June 30, 2013.

 

The total number of shares of common stock which the Company shall have authority to issue is 100,000,000 shares with a par value of $0.001. At inception on April 7, 2011, the Company issued 10,000,000 shares for the value of $10,000 (received by way of a demand promissory note in the principal amount of ten thousand dollars payable by Mr. McRobbie-Johnson to the Company). This promissory note has been repaid through consulting services performed by Mr. McRobbie-Johnson.

 

During the six months ended June 30, 2013, the Company sold 315,000 shares of its common stock for $31,500, $26,000 of which was received during the year ended December 31, 2012 pursuant to the offering described in its prospectus dated September 18, 2012. The proceeds from the sale of our common stock are held in an escrow account as discussed in Note 4.

 

F-5
 

 

DIGNYTE, INC.

(A Development Stage Enterprise)

Notes to Unaudited Condensed Financial Statements

June 30, 2013

 

As of June 30, 2013, the Company has 10,315,000 shares of $0.001 par value common stock issued and outstanding.

 

Holders of shares of common stock are entitled to cast one vote for each share held at all stockholders’ meetings for all purposes including the election of directors. The common stock does not have cumulative voting rights.

 

No holder of shares of stock of any class is entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional issue of shares of stock of any class or of securities convertible into shares of stock of any class, whether now hereafter authorized or whether issued for money, for consideration other than money, or by way of dividend.

 

Note 7. Commitments, Contingencies

 

The President and director of the Company is involved in other business activities and may, in the future, become involved in other business opportunities that become available. He may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts.

 

The Company does not own or lease property or lease office space. The office space used by the Company was arranged by the President and director of the Company to use at no charge.

 

From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that there are no current matters that would have a material effect on the Company’s financial position or results of operations.

 

F-6
 

  

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

FORWARD-LOOKING STATEMENTS

 

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include forward-looking statements. These forward looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including but not limited to: variability of our future revenues and financial performance; risks associated with product development and technological changes; the acceptance of our products in the marketplace by potential future customers; general economic conditions. You should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

 

THE COMPANY

 

Business Overview

 

Dignyte, Inc. (“Dignyte” or the “Company”), was incorporated in the State of Nevada on April 7, 2011, to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company has been in the developmental stage since inception and has no operations to date. Other than issuing shares to its original shareholders, the Company never commenced any operational activities.

 

The Company was formed for the purpose of creating a corporation which could be used to consummate a merger or acquisition.

 

In November 2011, the Company’s board of directors and shareholders approved a four for one (4:1) forward stock split and an increase in its authorized capital to 100 million shares of common stock and 10 million shares of blank check preferred stock. In accordance therewith, on November 10, 2011, the Company filed a Certificate of Amendment to its Articles of Incorporation. All references herein to the Company’s authorized and issued capital stock are based on its capitalization after the above corporate action.

 

As shown in the financial statements accompanying this Quarterly Report, the Company has had no revenues to date and has incurred only losses since its inception. The Company has had no operations and has been issued a “going concern” opinion from our auditors, based upon the Company’s reliance upon the sale of our common stock as the sole source of funds for our future operations.

 

Dignyte, Inc.’s operations and corporate offices are located at 605 W. Knox Rd., Suite 202, Tempe, AZ 85284, with a telephone number of (480) 588-3337.

 

Dignyte Inc.’s fiscal year end is December 31.

 

3
 

 

Results of Operations for the three and six months ended June 30, 2013 and 2012.

 

The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this Quarterly Report.

 

Operating Expenses

 

Operating expenses during the three months ended June 30, 2013 totaled $4,287 compared to $4,488 for the same period in 2012. Operating expenses for the six months ended June 30, 2013 totaled $14,065 compared to $6,988 for the same period in 2012. Operating expenses for the three months ended June 30, 2013 as compared to the same period in 2012 were relatively flat as our primary expense related to professional fees remained flat. However, operating expenses for the six months ended June 30, 2013 compared to the same period in 2012 increased primarily as a result of the increase in professional fees stemming from our regulatory reporting obligations.

 

Net Loss

 

Net loss during the three months ended June 30, 2013 totaled $4,282 compared to $4,488 for the same period in 2012. Net loss for the six months ended June 30, 2013 totaled $14,124 compared to $6,988 for the same period in 2012. The changes in the net loss are a result of the changes in the operating expenses as discussed above.

 

Liquidity and Capital Resources

 

The Company had $0 cash as of June 30, 2013 and December 31, 2012. The Company had $28,363 and $26,000 of restricted cash as of June 30, 2013 and December 31, 2012, respectively. Since the minimum offering of 50,000 shares has been reached, up to 10% of the proceeds remaining after underwriting commissions, underwriting expenses and dealer allowances or $3,150 was available to the Company. During the six months ended June 30, 3013, this amount was withdrawn by the Company and used to reduce the accounts payable-related party. Net cash used in operating activities was $3,137 for the six months ended June 30, 2013, compared to $0 for the same period in 2012.

 

Net cash provided by financing activities during the six months ended June 30, 2013, was $3,137 compared to $0 for the same period in 2012.

 

There were 315,000 shares of our common stock issued during the six months ended June 30, 2013. Cash for these shares in the amount of $26,000 was received in the year ended December 31, 2012 and $5,500 was received during the six months ended June 30, 2013. All cash was deposited in an escrow account as provided for under the terms of our offering of securities as set forth in our September 18, 2012 prospectus. During the period ended June 30, 2013, there were no warrants exercised.

 

We had not yet earned any revenues and are a shell company with no current or short term planned operations. As a result, our current cash position is not sufficient to fund our cash requirements during the next twelve months including operations and capital expenditures.

 

We had assets at June 30, 2013 of $28,363. We will be reliant upon shareholder loans, private placements or public offerings of equity to fund any kind of operations. We have secured no sources of loans.

 

Off-Balance Sheet Arrangements

 

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

4
 

  

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a “smaller reporting company”, we are not required to provide the information under Item 3.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls as of the end of the period covered by this report, June 30, 2013. This evaluation was carried out under the supervision and with the participation of our chief executive officer, Andreas McRobbie-Johnson, and our chief financial officer, Ms. Donna S. Moore (the “Certifying Officers”). Based upon that evaluation, our Certifying Officers concluded that as of the end of the period covered by this report, June 30, 2013, our disclosure controls and procedures are effective in timely alerting management to material information relating to us and required to be included in our periodic filings with the Securities and Exchange Commission (the “Commission”).

 

Our Certifying Officers further concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by the issuer in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and are also effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow time for decisions regarding required disclosure.

 

Changes in Internal Controls Over Financial Reporting

 

There were no changes in the Company’s internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or material pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

 

ITEM 1A. RISK FACTORS.

 

As a “smaller reporting company”, we are not required to provide disclosure under this Item 1A.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

None.

 

5
 

 

ITEM 5. OTHER INFORMATION.

 

None.

 

ITEM 6. EXHIBITS.

 

Exhibit No.   Description
31.1   Rule 13a-14(a)/15d-14(a) Principal Executive Officer Certification*
     
31.2   Rule 13a-14(a)/15d-14(a) Principal Financial and Accounting Officer Certification*
     
32.1   Certifications under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)*
     
32.2   Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)*
     
101.INS   XBRL INSTANCE DOCUMENT **
     
101.SCH   XBRL TAXONOMY EXTENSION SCHEMA **
     
101.CAL   XBRL TAXONOMY EXTENSION CALCULATION LINKBASE **
     
101.DEF   XBRL TAXONOMY EXTENSION DEFINITION LINKBASE **
     
101.LAB   XBRL TAXONOMY EXTENSION LABEL LINKBASE **
     
101.PRE   XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE **

 

*   Filed herewith
**   In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.

 

6
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  DIGNYTE, INC.
     
Date: August 12, 2013 By: /s/ Andreas A. McRobbie-Johnson
    Andreas A. McRobbie-Johnson,
Director and Chief Executive Officer
(Principal Executive Officer)
     
Date: August 12, 2013 By: /s/ Donna S. Moore
    Donna S. Moore,
Chief Financial Officer
(Principal Financial and Accounting Officer)

 

7
 

Exhibit 31.1

  

Exhibit 31.1 Certification of the Chief Executive Officer of Dignyte, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Andreas A. McRobbie-Johnson, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 of Dignyte, Inc.(the “registrant”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances 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 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-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, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 12, 2013

 

/s/ Andreas A. McRobbie-Johnson  

Andreas A. McRobbie-Johnson,

Chief Executive Officer

(Principal Executive Officer)

 

 
 

Exhibit 31.2

 

Exhibit 31.2 Certification of the Chief Financial Officer of Dignyte, Inc., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

I, Donna S. Moore, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 of Dignyte, Inc.(the “registrant”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances 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 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-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, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the Audit Committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 12, 2013

  

/s/ Donna S. Moore  

Donna S. Moore,

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 
 

Exhibit 32.1

 

Exhibit 32.1 Certification of the Chief Executive Officer of Dignyte, Inc. pursuant to Section 906 of the Sarbanes Oxley Act of 2002

 

CERTIFICATION 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 on Form 10-Q of Dignyte, Inc. (the “Company”) for the quarterly period ended June 30, 2013 as filed with the Securities and Exchange Commission (the “Report”), the undersigned Andreas A. McRobbie-Johnson, Chief Executive Officer of the Company certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

(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 results of operations of the Company.

 

  DIGNYTE, INC.
     
Date: August 12, 2013 By: /s/ Andreas A. McRobbie-Johnson
    Andreas A. McRobbie-Johnson,
Director and Chief Executive Officer
(Principal Executive Officer)

 

This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.

 

 
 

 

Exhibit 32.2

 

Exhibit 32.2 Certification of the Chief Financial Officer of Dignyte, Inc. pursuant to Section 906 of the Sarbanes Oxley Act of 2002

 

CERTIFICATION 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 on Form 10-Q of Dignyte, Inc. (the “Company”) for the quarterly period ended June 30, 2013 as filed with the Securities and Exchange Commission (the “Report”), the undersigned Donna S. Moore, Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

(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 results of operations of the Company.

 

  DIGNYTE, INC.
   
Date: August 12, 2013 By: /s/ Donna S. Moore
    Donna S. Moore,
Chief Financial Officer
(Principal Financial and Accounting Officer)

 

This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.