10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

or

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

For the transition period from             to   

Commission File No. 001-32987

TABLE TRAC, INC.

(Exact name of registrant as specified in its charter)

Nevada	88-0336568
(State or other jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)
6101 Baker Road, Suite 206, Minnetonka, Minnesota	55345
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code: (952) 548-8877

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which register
N/A	N/A	N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No

The aggregate market value of the registrant’s common stock held by non-affiliates as of June 30, 2021 was approximately $11.6 million based on the average bid and asked price of the registrant’s common stock on that date ($3.75 per share). As of March 28, 2022, the registrant had outstanding 4,521,988 shares of common stock, $.001 par value per share.

DOCUMENTS INCORPORATED IN PART BY REFERENCE

None.

EXPLANATORY NOTE

Table Trac, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment”) to amend its Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”), which was originally filed with the Securities and Exchange Commission on March 28, 2022. The purpose of this Amendment is to correct the previously filed Exhibit 23.1, Consent of Boulay PLLP, which inadvertently referenced the auditor’s reports for the years ended December 31, 2020 and 2019 and which has now been corrected to reference the auditor’s report for the year ended December 31, 2021.

This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Form 10-K or modify or update disclosures that may be affected by subsequent events. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Form 10-K.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted..

● Auditor Name    -       Boulay PLLP

● Auditor Firm Id –        PCAOB ID 542

● Auditor Location -     Minneapolis, Minnesota

PART I    V

Item 15.          EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

FINANCIAL STATEMENTS

The Financial Statements and the Report of the Independent Registered Public Accounting Firm are included at Part II, Item 8 of the Form 10-K.

EXHIBITS

Exhibit No.	Description
3.1	Articles of Incorporation, filed with the Nevada Secretary of State on June 2, 1995 (incorporated by reference to Exhibit 3 to the registrant’s registration statement on Form 10SB-12G filed on December 6, 1999).
3.2	Amendment to Articles of Incorporation, filed with the Nevada Secretary of State on January 26, 2013 (incorporated by reference to Exhibit 3.2 to the registrant’s annual report on Form 10-K filed on March 31, 2011).
3.3	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the registrant’s annual report on Form 10-K filed on March 31, 2011).
3.4	Amendment No. 1 to Bylaws dated March 9, 2016 (incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed on March 15, 2016).
4.1	Description of Table Trac, Inc. Common Stock (incorporated by reference to Exhibit 4.1 to the registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2019).
10.1	Offer Letter by and between Table Trac Inc. and Randy W. Gilbert (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8¬K filed on January 12, 2018).
10.2	Promissory Note dated February 8, 2021 between Table Trac Inc. and Alerus Financial, N.A. (incorporated by reference to Exhibit 10.2 to registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2020).
10.3	Table Trac, Inc. 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to registrant’s current report on Form 8-K filed on May 20, 2021).
10.4	Form of Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to registrant’s quarterly report on Form 10-Q filed on August 12, 2021).
10.5	Form of Restricted Stock Agreement (filed with Form 10-K)
23.1	Consent of Boulay PLLP (filed herewith)
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith).
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith).
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished with Form 10-K).
101.INS	Inline XBRL Instance Document (filed with Form 10-K)
101.SCH	Inline XBRL Taxonomy Extension Schema Document (filed with Form 10-K)
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed with Form 10-K)
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document (filed with Form 10-K)
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed with Form 10-K)
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document (filed with Form 10-K)
104	Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Dated: March 30, 2022

TABLE TRAC, INC.

/s/ Chad Hoehne                                    

Chad Hoehne, Chief Executive Officer

(Principal Executive Officer)

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report, dated March 28, 2022, with respect to the financial statements included in the Annual Report of Table Trac, Inc. on Form 10-K for the year ended December 31, 2021. We hereby consent to the incorporation by reference in the Registration Statement of Table Trac, Inc. on Form S-8 (File No. 333-258960).

/s/ BOULAY PLLP

Minneapolis, Minnesota

March 28, 2022

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chad Hoehne, certify that:

1.         I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Table Trac, Inc., and

2.         Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: March 30, 2022

/s/ Chad Hoehne

Chad Hoehne

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Randy Gilbert, certify that:

1.         I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Table Trac, Inc., and

2.         Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: March 30, 2022

/s/ Randy Gilbert

Randy Gilbert

Chief Financial Officer

XML

Document And Entity Information - USD ($) $ in Millions	Dec. 31, 2021	Mar. 28, 2022	Jun. 30, 2021
Document Information [Line Items]
Entity, Registrant Name	TABLE TRAC, INC.
Document, Type	10-K/A
Document, Annual Report	true
Document, Period End Date	Dec. 31, 2021
Current Fiscal Year End Date	--12-31
Document, Fiscal Period Focus	FY
Document, Fiscal Year Focus	2021
Document, Transition Report	false
Entity, File Number	001-32987
Entity, Incorporation, State or Country Code	NV
Entity, Tax Identification Number	88-0336568
Entity, Address, Address Line One	6101 Baker Road, Suite 206
Entity, Address, City or Town	Minnetonka
Entity, Address, State or Province	MN
Entity, Address, Postal Zip Code	55345
City Area Code	952
Local Phone Number	548-8877
Title of 12(g) Security	Common Stock, par value $0.001
Entity, Well-known Seasoned Issuer	No
Entity, Voluntary Filers	No
Entity, Current Reporting Status	Yes
Entity, Interactive Data, Current	Yes
Entity, Filer Category	Non-accelerated Filer
Entity, Small Business	true
Entity, Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Entity, Shell Company	false
Entity, Public Float			$ 11.6
Entity, Common Stock Shares, Outstanding		4,521,988
Amendment Description	Table Trac, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment”) to amend its Annual Report on Form 10-K for the year ended December 31, 2021 (the “Form 10-K”), which was originally filed with the Securities and Exchange Commission on March 28, 2022. The purpose of this Amendment is to correct the previously filed Exhibit 23.1, Consent of Boulay PLLP, which inadvertently referenced the auditor’s reports for the years ended December 31, 2020 and 2019 and which has now been corrected to reference the auditor’s report for the year ended December 31, 2021.   This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Form 10-K or modify or update disclosures that may be affected by subsequent events. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Form 10-K.   In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Because no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted..
Auditor Name	Boulay PLLP
Auditor Firm ID	542
Auditor Location	Minneapolis, Minnesota
Amendment Flag	true
Entity, Central Index Key	0001090396