**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**F****ORM****10-Q****/A**

Amendment No. 1

(Mark One)

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

For the quarterly period ended March 31, 2020

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 Number: 000-26533

 

**MASTERMIND, INC.**

(Exact name of registrant as specified in its charter)

| **Nevada**                                                     |   | **82-3807447**                       |
|----------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of incorporation or organization) |   | (I.R.S. Employer Identification No.) |
|                                                           |   |                                 |
| **1450 W. Peachtree St. NW, Atlanta, Georgia**                 |   | **30309**                            |
| (Address of principal executive offices)                       |   | (Zip Code)                           |

 

Registrant’s telephone number: **(678) 420-4000**

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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

 

| Title of each class            |   | Trading symbol(s) |   | Name of exchange on which registered |
|--------------------------------|--------|-------------------|--------|--------------------------------------|
| Common Stock, $0.001 par value |   | MMND              |   | OTCQB                                |

 

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, or a smaller reporting company. See the 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 ☒   | 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 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 ☐     No ☒

 

As of June 30, 2020, there were 33,870,520 shares of the registrant’s Common Stock outstanding.

 

----

 

**EXPLANATORY NOTE**

 

The sole purpose of this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Quarterly Report on Form 10-Q of Mastermind, Inc. (the “Company”) for the quarter ended March 31, 2020 that was filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2020 (the “Original Form 10-Q”) is to add this Explanatory Note disclosing that, as previously disclosed in the Company’s Current Report on Form 8-K as filed with the SEC on May 15, 2020 (the “Form 8-K”) and in accordance with the SEC’s March 4, 2020 Order (Release No. 34-88318), as modified on March 25, 2020 (Release No. 34-88465) (collectively, the “Order”), the Company (i) is relying on the relief provided by the Order in connection with the filing of the Original Form 10-Q and (ii) was unable to file the Original Form 10-Q in a timely manner because of severe disruptions in transportation and limited access to the Company’s facilities resulting in reduced support from its staff and professional advisors and delayed communication and completion of tasks amongst employees involved in completion of the filing. As indicated above, the Company filed the Original Form 10-Q on June 29, 2020, which was within the permissible extended filing deadline pursuant to the Order and in accordance with the Company’s prior disclosure in the Form 8-K.

 

In addition, Part II, Item 6 of the Original Form 10-Q is hereby amended to refer to the required certifications filed with this Amendment. We have marked the changes to Part II, Item 6 with an asterisk and noted these exhibits have been included herewith. This should be read in conjunction with the Original Form 10-Q as the asterisk descriptions for previously filed exhibits are included in the Original Form 10-Q.

 

In accordance with Rule 12b-15 under the Exchange Act, the Company is including in this Amendment certifications from its principal executive officer and principal financial officer as required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act as exhibits to this Amendment. 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. Related to this matter, certification under Section 906 of the Sarbanes-Oxley Act of 2002 is not included as no financial statements are being filed with this Amendment.

 

No other changes have been made to the Original Form 10-Q. This Amendment speaks as of the original filing date of the Original Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and other than as set forth above, does not modify or update in any way disclosures made in the Original Form 10-Q.

**  **

** **

**Item 6.     Exhibits**

 

The following exhibits are filed or furnished with this report:

 

| **Exhibit No.** | **Description**                                                                                                       |
|-----------------|-----------------------------------------------------------------------------------------------------------------------|
| 31.3*           | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                |
| 31.4*           | Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |

 

*Changes from amendment and included herewith

 

----

 

**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.

 

|               | **Mastermind, Inc.** |
|--------------------|----------------------|
|               |                 |
| Date: July 9, 2020 | By:                  | /s/ Daniel A. Dodson |
|               |                 | Daniel A. Dodson

*Chief Executive Officer*

(Principal Executive, Financial and Accounting Officer) |