UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
For the quarterly period ended
or
For the transition period from _______________________to__________________________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
|
|
|
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| N/A | N/A | N/A |
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.
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).
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 ¨ |
| Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by checkmark 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o
As of September 30, 2021, the issuer had shares of its common stock issued and outstanding.
Explanatory Note
In addition to the change described above, Part II, Item 6 (Exhibits) is hereby amended to reference certifications of the Company’s Chief Executive Officer and Chief Financial Officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. These certifications are filed as Exhibits 31.1 and 31.2 to Amendment No. 1.
Except as described above, no other changes have been made to the Original Filing, and Amendment No. 1 does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. Amendment No. 1 does not reflect events that may have occurred subsequent to the filing date of the Original Filing.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS.
| Exhibit No. | Description | |
| 31.1 | Rule 13a-14(a)/ 15d-14(a) Certification of Interim Chief Executive Officer (1) | |
| 31.2 | Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer (1) | |
| 32.1 | Section 1350 Certification of Interim Chief Executive Officer (2) | |
| 32.2 | Section 1350 Certification of Chief Financial Officer (2) | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) (3) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document (3) | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document (3) | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document (3) | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document (3) | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document (3) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) (1) |
———————
(1) Filed herewith.
(2) Previously furnished.
(3) Previously filed.
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.
| MediXall Group, Inc. | ||
| Dated: October 20, 2021 | By: | /s/ Timothy S. Hart |
| Timothy S. Hart | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||
| Dated: October 20, 2021 | By: | /s/ Neil Swartz |
| Neil Swartz | ||
| Interim Chief Executive Officer (Principal Executive Officer) | ||
Exhibit 31.1
CERTIFICATIONS
I, Neil Swartz, certify that:
1. I have reviewed this Amendment No. 1 to quarterly report on Form 10-Q/A for the period ended June 30, 2021 of MediXall Group, 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;
| Dated: October 20, 2021 | /s/ Neil Swartz |
| Neil Swartz | |
|
Interim Chief Executive Officer (principal executive officer) |
Exhibit 31.2
CERTIFICATIONS
I, Timothy S. Hart, certify that:
1. I have reviewed this Amendment No. 1 to quarterly report on Form 10-Q/A for the period ended June 30, 2021 of MediXall Group, 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;
| Dated: October 20, 2021 | /s/ Timothy S. Hart |
| Timothy S. Hart | |
|
Chief Financial Officer (principal financial officer) |
Cover - shares |
6 Months Ended | |
|---|---|---|
Jun. 30, 2021 |
Sep. 30, 2021 |
|
| Cover [Abstract] | ||
| Document Type | 10-Q/A | |
| Amendment Flag | true | |
| Amendment Description | This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q of MediXall Group, Inc. (the “Company”) for the quarter ended June 30, 2021, originally filed with the Securities and Exchange Commission on September 30, 2021 (the “Original Filing”), is being filed solely to correct an error on the cover page to the Original Filing. The Original Filing inadvertently checked the “Yes” box to indicate that it was a shell company. Amendment No. 1 amends and restates the cover page to the Original Filing to indicate that the Company is not a shell company by checking the “No” box appearing after the following statement “Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)”. | |
| Document Quarterly Report | true | |
| Document Transition Report | false | |
| Document Period End Date | Jun. 30, 2021 | |
| Document Fiscal Period Focus | Q2 | |
| Document Fiscal Year Focus | 2021 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity File Number | 333-194337 | |
| Entity Registrant Name | MediXall Group, Inc. | |
| Entity Central Index Key | 0001601280 | |
| Entity Tax Identification Number | 33-0864127 | |
| Entity Incorporation, State or Country Code | NV | |
| Entity Address, Address Line One | 2929 East Commercial Blvd. | |
| Entity Address, Address Line Two | PH-D | |
| Entity Address, City or Town | Ft. Lauderdale | |
| Entity Address, State or Province | FL | |
| Entity Address, Postal Zip Code | 33308 | |
| City Area Code | 954 | |
| Local Phone Number | 440-4678 | |
| 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 | |
| Entity Shell Company | false | |
| Entity Common Stock, Shares Outstanding | 106,148,845 |