data/agents/financial_agent/context.txt

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SOURCE: 0000320575_0000320575-20-000008.txt (TXT)
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10-K/A 1 form10-ka2019.htm 10-K/A Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K/A Amendment No. 1 (Mark one) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 1-8182 PIONEER ENERGY SERVICES CORP. (Exact name of registrant as specified in its charter) _____________________________________________ TEXAS 74-2088619 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number) 1250 N.E. Loop 410, Suite 1000 San Antonio, Texas 78209 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (855) 884-0575 Securities registered pursuant to Section 12(b) of the Act Title of each class Trading Symbol(s) Name of each exchange on which registered Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.10 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ¨ No þ 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 þ 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 þ 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 þ No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 o Accelerated filer o Non-accelerated filer þ Smaller reporting company þ Emerging growth company o 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ¨ No þ The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter (based on the closing sales price on the New York Stock Exchange (NYSE) on June 30, 2019 ) was approximately $19.0 million . As of March 31, 2020 , there were 79,579,571 shares of common stock, par value $0.10 per share, of the registrant issued and outstanding. EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (this "Amendment") amends the Annual Report on Form 10-K of Pioneer Energy Services Corp. ("Pioneer," "Company," "we," "us," and "our") for the year ended December 31, 2019 that was originally filed with the U.S. Securities and Exchange Commission ("SEC") on March 6, 2020 (the "Original Filing"). The purpose of this Amendment is to (i) supplement the risk factors set forth in Item 1A of Part I of the Original Filing and (ii) provide the information required by Items 10, 11, 12, 13, and 14 of Part III of the Original Filing, which information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K. The supplemental risk factors set forth in this Amendment should be read in conjunction with the other risk factors set forth in the Original Filing, and Part III of the Original Filing is hereby amended and restated in its entirety. Capitalized terms not otherwise defined in Part III of this Amendment shall have the same meanings assigned to such terms in Parts I and II of the Original Filing. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), currently dated certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof. Except as described above, this Amendment does not amend or otherwise update any other information in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing. As previously disclosed, on March 1, 2020 , Pioneer and certain of its affiliates (together with Pioneer, the "Pioneer RSA Parties"), filed voluntary petitions for reorganization under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"). The Chapter 11 proceedings are being jointly administered under the caption In re Pioneer Energy Services Corp. et al (the "Chapter 11 Cases"). For the duration of the Chapter 11 Cases, our operations and our ability to develop and execute our business plan are subject to risks and uncertainties associated with the Chapter 11 Cases as described in "Item 1A. Risk Factors" in Part I of the Original Filing and this Amendment. As a result of these risks and uncertainties, our assets, liabilities, shareholders' equity, officers and/or directors could be significantly different following the conclusion of the Chapter 11 Cases, and the description of our operations, properties, and capital plans included in the Original Filing may not accurately reflect our operations, properties, and capital plans following the Chapter 11 Cases. 1 TABLE OF CONTENTS Page PART I Item 1A. Risk Factors 3 PART III Item 10. Directors, Executive Officers and Corporate Governance 5 Item 11. Executive Compensation 10 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 20 Item 13. Certain Relationships and Related Transactions, and Director Independence 22 Item 14. Principal Accounting Fees and Services 23 PART IV Item 15. Exhibits, Financial Statement Schedules 24 Signatures 25 2 PART I ITEM 1A. RISK FACTORS Except as discussed below, there has been no material change in our risk factors as previously disclosed in Item 1A – “Risk Factors” of the Original Filing. The risk factors set forth in this Amendment should be read in conjunction with the other risk factors set forth in the Original Filing. The following two risk factors in Part I, Item 1A of the Original Filing are amended and restated in their entirety as follows: • We derive all our revenues from companies in the oil and gas exploration and production industry, a historically cyclical industry with levels of activity that are significantly affected by the levels and volatility of oil and gas prices. As a provider of contract land drilling services and oil and gas production services, our business depends on the level of exploration and production activity in the geographic markets where we operate. The oil and gas exploration and production industry is a historically cyclical industry characterized by significant changes in the levels of exploration and development activities. Oil and gas prices, and market expectations of potential changes in those prices, significantly affect the levels of those activities. Oil and gas prices have been volatile historically and, we believe, will likely continue in the future. Oil prices have experienced declines in March 2020 and could decline further. Worldwide political, economic, and military events, as well as natural disasters and pandemics (including the recent coronavirus (COVID-19) outbreak), have contributed to oil and gas price volatility historically, and are likely to continue to do so in the future. Many factors beyond our control affect oil and gas prices, including: • the worldwide supply and demand for oil and gas; • the cost of exploring for, producing and delivering oil and gas; • the discovery rate of new oil and gas reserves; • the rate of decline of existing and new oil and gas reserves; • available pipeline and other oil and gas transportation capacity; • the levels of oil and gas storage; • the ability of oil and gas exploration and production companies to raise capital; • economic conditions in the United States and elsewhere; • actions by the Organization of Petroleum Exporting Countries (OPEC) and Russia; • political instability in oil and gas producing regions; • governmental regulations, both domestic and foreign; • domestic and foreign tax policy; • weather conditions in the United States and elsewhere; • the pace adopted by foreign governments for the exploration, development and production of their national reserves, or their investments in oil and gas reserves located in other countries; and • the price of foreign imports of oil and gas. Additionally, the above factors can also be affected by technological advances affecting energy consumption and the supply and demand within the market for renewable energy resources. • Oil and natural gas prices, and market expectations of potential changes in these prices, significantly impact the level of worldwide drilling and production services activities. Oil and natural gas prices, and market expectations of potential changes in these prices, significantly impact the level of worldwide drilling and production services activities. Reduced demand for oil and natural gas generally results in lower prices for these commodities and often impacts the economics of planned drilling projects and ongoing production projects, resulting in the curtailment, reduction, delay or postponement of such projects for an indeterminate period of time. When drilling and production activity and spending declines, both dayrates and utilization historically decline as well. In late 2014, oil prices worldwide began to drop significantly and as a result, our clients significantly reduced both their operating and capital expenditures during 2015 and 2016, which adversely affected our business. In 2017 and 2018, our clients modestly increased their spending as compared to 2016 levels, and our business trended upward as a result. However, in late 2018, oil prices again began to decline and despite some improvement in early 2019, have since languished without significant improvement in 2019 and early 2020. Since January 2020, the coronavirus (COVID-19) outbreak and fear of further spread of the coronavirus have caused disruptions in international economies and international financial and oil markets, including a decline in the price of oil. The economic 3 downturn caused by the coronavirus outbreak has weakened demand for oil, and after OPEC and a group of oil producing nations led by Russia failed on March 6, 2020 to agree on oil production cuts, Saudi Arabia announced that it would cut oil prices and increase production, leading to a sharp further decline in oil trading prices. Following these developments, WTI crude oil prices fell to $20 per barrel at the end of March 2020. We cannot anticipate whether or when this dispute will be resolved and production returned to normalized levels. The coronavirus and responses of oil producers to the lower demand for oil and lower oil prices are rapidly evolving situations. Oil and gas exploration and production companies have announced reductions to previously planned capital spending programs for 2020, thereby reducing demand for our services. Sustained low or worsening oil prices could have an adverse effect on our financial condition, results of operations, and cash flow. Additionally, because our business depends on the level of spending by our clients, we are also affected by our clients’ ability to access the capital markets. After several consecutive years without significant improvement in commodity prices, many exploration and production companies have limited their spending to a level which can be supported by net operating cash flows alone, as access to the capital markets through debt or equity financings has become more challenging in our industry. This challenge has increased recently due to the major stock market and bond market indices experiencing substantial declines, with such declines intensifying, and elevated levels of volatility, in 2020. If the reduction in the overall level of exploration and development activities, whether resulting from changes in oil and gas prices or otherwise, continues or worsens, it could adversely affect us further by negatively impacting: • our revenues, cash flows and profitability; • the fair market value of our drilling and production services fleets; • our ability to maintain or increase its borrowing capacity; • our ability to obtain additional capital to finance our business or make acquisitions, and the cost of that capital; • the collectability of our receivables; • our ability to adequately maintain our equipment, or bring it back into service; and • our ability to retain skilled operations personnel. The following risk factor supplements those above and those set forth in the Original Filing. • The rapid spread of a contagious illness, including the recent spread of COVID-19, or fear of such an event, could adversely affect our business, operations, and financial condition. Our business could be adversely affected by a widespread outbreak of contagious disease, including the recent outbreak of respiratory illness caused by a novel coronavirus (COVID-19). Since January 2020, the coronavirus outbreak and fear of further spread of the coronavirus have caused significant disruptions in international economies and international financial and oil markets, including a substantial decline in the price of oil. Our customers responded to the outbreak by announcing reductions to their capital programs, resulting in a reduction in demand for our services. As the coronavirus outbreak is still evolving, much of its international and domestic impact remains unknown. The coronavirus outbreak has led to quarantines of entire countries and smaller localities, cancellation of events and travel, prohibitions on entry imposed by many countries, government-mandated and voluntary business and school shutdowns, supply chain interruptions, and overall economic and financial market instability. Further spread of the coronavirus could cause additional quarantines, reduction in business activity, labor shortages and other operational

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SOURCE: 0001041588_0001041588-20-000001.txt (TXT)
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10-K 1 accr12311910K.txt January 2nd, 2020



PERIOD and DOCUMENT:			10KSB for the FULL YEAR 12/31/2019
COMPANY CONFIRMED NAME:			ACCESS-POWER, INC.
CENTRAL INDEX KEY:			0001041588
FORM TYPE:				10KSB
SEC FILE NUMBER:			333-65069
BUSINESS ADDRESS:
STREET 1:				17164 DUNE VIEW DRIVE
STREET 2:				APT 106
CITY:					GRAND HAVEN
STATE:			 		MI
ZIP:			 49417



Respectfully submitted to the,


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
The Division of Corporation Finance,
100 F Street NE, Washington, D.C. 20549

FORM 10-KSB

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2019.

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: 333-65069


ACCESS-POWER, INC.
[Exact name of Registrant as
specified in its charter]


*** FLORIDA	***

Domicile State or other jurisdiction of
incorporation or organization
http://www.sunbiz.org

*** MICHIGAN ***

State of Operations
https://cofs.lara.state.mi.us/SearchApi/Search/Search



59-3420985
(I.R.S. Employer
Identification No.)


17164 DUNE VIEW DRIVE
APT 106
GRAND HAVEN, MI 49417

or

PO BOX 598
Grand Haven, MI 49417

(Address of principal executive offices)

REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE: 616-312-5390

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.001 PAR VALUE - 500,000,000 shares authorized.


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

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 X

The Company has had discussions with the SEC regarding a FRAUD
FORM 15 that was filed by previous management in 2007. We believe
that we have a fiduciary responsibility to report transaprent
information to our Shareholders.

We were victims of toxic death spiral debentures from 1998 to
2008. PLEASE FORGIVE OUR PAST. The past it the past, and
we wish to move forward with a plan to become fully
current with the SEC. We are trying the best we can within the
Spirit of the Law.

https://www.sec.gov/Archives/edgar/data/1041588/
000117347307000043/0001173473-07-000043-index.htm

Indicate by check mark whether the registrant (1) has
filed all reports required to be filed be 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 if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405
of this chapter) is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive
proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large a
ccelerated 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	 NO	Accelerated filer	NO
Non-accelerated filer	NO (Do not check if a smaller
reporting company)

Smaller reporting company	YES
Emerging growth company	YES

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
ection 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 X

The aggregate market value of the voting common stock held by non-affils.
of the registrant (assuming officers and directors are affiliates) was
approximately $1,017,140.59 as of 12/3119, computed on the basis of
the closing price on such date.

As of January 2nd, 2020, there were 244,144,121 shares of the
registrant's
Common Stock outstanding. PATRICK J JENSEN, Director of Access-Power, Inc.
has 131,128,500 Restricted Shares. 113,015,621 + 131,128,500 =
244,144,121
total shares available of Access-Power, Inc. common stock.


*****WE ONLY HAVE COMMON STOCK*****

*****WE DO NOT HAVE CONVERTIBLE NOTES or WARRANTS*****


THE TOTAL MARKET CAPITALIZATION AS OF THE CLOSE OF BUSINESS
January 2nd, 2020 IS 2,197,297.09 BASED ON A CLOSING PRICE OF
$.009 PER SHARE.


___________________________________________________________________________



**** CURRENT UPDATE ****

Our comeback journey continues. We are very excited about our future.

We filed our first tax return in 18 years. We hired H&R Block of Muskegon
to look over and supervise and review all of our financial bank records
and statements for 2018 and 2019. We believe in 100% Transparency. We are
making very good informed decisions. H&R BLOCK engagement--->

This occured on November 5, 2019 - our date of engagement with HR&BLOCK

In November of 2019 , we have started an application with the State of
Michigan to obtain a MicroMarijuana business. We only plan to operate
our futuristic plan of delivering Marijuana Plants by Drones via a
service called Clones by Drones TM. This process could take
2-3 years to implement. The application was started at:

https://aca3.accela.com/MIMM/Login.aspx

The Company believes it has the right to commence operations with a
pending license application. ACCR has a very super cool business model
that will defy conventional logic---> LOGISTICs are simple.

We expect to get the licenses, zoning requirements, and permits
necessary to operate our BUSINESS PLAN. WE HAVE A SALES BUSINESS PLAN.
ACCR has a business plan that represents my DREAMs in life. I will
not hurt my Shareholders. Everyone is welcome, and ACCR is grateful
and thankful. We are not sellers of our common stock. PERIOD.

Access-Power, Inc. has a big task ahead of itself. We have many
obstancles to grow our 20' x 20' Master Mother Grow and Cloning Rooms. We
would expect to be fully operational with inventory in 3 months of
beginning construction. We do not have Clones by Drones operational yet
to accept Visa/Martercard or Pay/Pal payments. We expect to turn on
our eCommerce website sometime in 2020 or possibly 2021. Probably in
2020. We believe in only MEDICAL MARIJUANA, and will not offer at the
moment any products to people that do not possess a valid Medical
Marijuana Card issued by any State. There are dispensaries here in
Michigan that accept patients from out of State. We plan to
mirror the growth's of the Dispensaries. We plan to grow around
the dispensaries, and offer our cool and futuristic service
by Drones. Access-Power, Inc. has in its business plan a way to
logistically deliver in a very cost effective way.

BACK to our engagement with H&R Block on November 5, 2019.

We realize that this is not a PCAOB firm, PLEASE...
however, this is all the Company can afford. Within the spirit of the
law, we are filing these documents to report transparency to our
Shareholders. We have spoken to the SEC regarding this requirement, and
it is the Companies intention to hire a PCAOB firm in 2020 or in 2021.
We have to start somewhere and again it is our goal to fully hire a PCAOB
accountant in the year 2020 or 2021. We have communicated our 2 year
plan with the SEC. We have a very transparent relationship
with many divisions of FINRA. The Company has great contacts at
OTC Markets. The Company also has a trusting relationship that is
very open with the SEC.

Access-Power, Inc. was the victim of toxic convertible death spiral
debentures from inception through 2008. I purchased common stock
during this time, and slowly became a 10% stock holder over the years.
The Florida Law which allowed us to fire all previous crooked Directors
is Chap 607.0702 of the 2012 Florida Senate Law.

The Company has survived a short attack, and the Company will attempt
to hire an attorney in 2020 to represent us.

ON DECEMBER 13, 2019, ACCESS-POWER, INC. eFILED ITS FIRST STATE AND
FEDERAL TAX RETURN IN OVER 18 YEARS. THE eFILE WAS ACCEPTED BY ALL
PARTIES ON DECEMBER 19, 2019. ACCESS-POWER, INC. PLANS TO CONTINUE TO
WORK WITH OUR TEMPORARY AUDITOR THROUGHOUT 2020. WE ARE STRIVING TO BE
A VERY TRANSPARENT AND CURRENT REPORTING ENTITY. THERE ARE ONLY
98,144,246 SHARES IN OUR PUBLIC FLOAT. THIS IS FIXED, AND THERE IS NO
DILUTION, I REPEAT....NO DILUTION IN THE COMPANY COMMON SHARES
THROUGHOUT 2020 AND 2021. AGAIN, THE SUPPLY OF STOCK IS FIXED.

We are a micro-cap business with very struggling revenues at
the moment, and we are developing the first eCommerce website to deliver
Marijuana, Marijuana plants, and other Marijuana products such as Edibles
by Drones. We are going through a rough economic business cycle.
We applied for a Trademark SERVICE MARK on November 13, 2019.

We will succeed. This may take a few years to develop. At the present
time, I am still waiting for our Companies previously announced
$50,000.00 donation. This may take another 6-9 months.

There are many entities that do not want ACCR to comeback.

As of the close of business January 1st 2020, our commomn stock
structure is as follows:

Authorized Common Stock: 500,000,000 shares
Outstanding Common Stock: 244,144,121 shares
Estimated Float: Substanstially less than 98,244,146 shares
Restricted Common Stock: 145,769,975 shares

https://www.otcmarkets.com/stock/ACCR/profile

We have public profiles at:

https://www.linkedin.com/in/patrick-j-jensen-564946b4
https://www.twitter.com/AccessOtc
https://www.twitter.com/AccrOtc
https://brokercheck.finra.org/individual/summary/1952963

OUR CORPORATE WEBSITEs ARE:

http://www.myaccess-power.com
http://www.clonesbydrones.com
http://www.mycbdpets.com
http://www.nyumarijuana.com

Access-Power, Inc.'s contact is pjensen@myaccess-power.com.

We applied for a Trademark for Clones By Drones TM. The service
will be very futuristic, and will be the first of its kind.

Access-Power, Inc. is in good standing and has a very good relationship
with our Transfer Agent, Standard Transfer & Co.
Our Transfer Agent is SEC registered, and except for one
change in ownership in 2007, is our original transfer agent dating
back to 1996. Our transfer agent is SEC registered and has a profile at:

https://www.sec.gov/divisions/marketreg/mrtransfer.shtml
https://www.otcmarkets.com/learn/service-providers/2433?t=6

https://standardtransferco.com

Standard Transfer & Co.
440 East 400 South Suite 200, Salt Lake City, Utah 84111
Phone (801) 571-8844 Fax: (801) 328-4058

Our ticker symbol ACCR and further information may be found at:

https://www.sec.gov/cgi-bin/browse-edgar?CIK=accr

State the aggregate market value of the voting stock held by
non-affiliates
computed by reference to the price at which the stock was sold,
or the average
bid and asked prices of such stock as of a specified date
within the past 60
days: $1,130,156.21

At January 1st 2020, there were issued and outstanding 244,144,121
shares of Common Stock, and Patrick J. Jensen owns 131,128,500 shares
or 53.7090
percent of all the Common Stock. I am willing to give up Control and
 a
percentage of the Company, for an Equity Partner in our Company.
All
131,128,500 are currently restricted and held in book entry form at the
Transfer Agent. I am actively looking for a MERGER DEAL.

There are currently a total of 98,244,146 shares registered in our
float.
Management continues to believe that there is a massive short position
in our Company stock that was accumulated from 1999 to 2008, and we
estimate
this short position to be massive. As Director of this Company, I
want to
apologize to my Shareholders for previously stating that our estimated
float
was between 5,000,000 and 10,000,000. Although I firmly believe the
float
in our Company stock is substantially lower than the official
98,244,146 shares
reported to OTC Markets.

We care about our Shareholders dearly, and our top priority is investor
protection. There is NO DILUTION IN THE COMMON STOCK OF ACCR.


 PART I


ITEM 1. DESCRIPTION OF BUSINESS

Access-Power, Inc, is a for profit business looking for a
MERGER CANDIDATE.
We currently pay bills through a Work at Home business. Our monthly
fixed expenses are previosuly documented in an 8K at $2,350.00. We
operate a part time work at home business. The company subcontracts
through a big call center, and provides sales and customer service
to big Fortune 500 companies. In 2019, we operated via Hunter Vunter,
our subsidiary through www.liveops.com. We ended the relationship
with LiveOps on May 1st 2019. As a result, Hunter Venture was
officially dissolved.

The Company struggled from May 1, 2019 to October 18, 2019. We had no
income during this period, and our operational expenses were paid for
by myself, Patrick J. Jensen as a donation to the Company. I personally
paid out of my own pocket all the expenses during this dark time.

On October 2, 2019---> I dreamed of getting off the greys. ACCR is a
DREAM right now...This is how builders work.

On October 18, 2019, we acquired Grand Haven MM LLC, and this entity
is our subsidiary now. This is an operating entity very similar
to Hunter Venture. The entity is registered in the State of Michigan
here:

https://cofs.lara.state.mi.us/CorpWeb/CorpSearch/CorpSummary.aspx?
ID=802220565

Grand Haven MM now operates a part time work at home program through
another national call center very similar and much bigger in size
than our previour contracter. We provide work at home sales and
customer services subcontracted on a part time basis. I am a builder.
I am building a Clone Delivery Service for Marijuana Plants .... in
West Michigan.

The Company also operates 2 eCommerce websites at the present time.

http://www.clonesbydrones.com
http://www.mycbdpets.com

We continue to strive to build up our revenues. We want to succeed
and we will comeback to a higher reporting standard. On October 18,
2019 we were upgraded in trading tier from the dark grey market
to the PINK NO INFORMATION market. We have no intention of going
back to the grey market, as the Company currently trades on an
"unsolicited basis" in the PINK NO INFORMATION tier at OTC
Markets. There are so many unknowns, however I have a visi

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SOURCE: 0001041588_0001041588-21-000001.txt (TXT)
============================================================

10-K 1 accr12312010k.txt January 4th, 2021





This form is filled out within all the SPIRITs of the SEC Laws of '33 and '34.




ACCESS-POWER & CO., INC.
OTC TICKER: ACCR
We were violent victims of toxic death spiral convertible "floorless"
debentures from 1998 to 2008, and then through March 2012.


PERIOD and DOCUMENT:			10KSB for the FULL YEAR 12/31/2020
COMPANY CONFIRMED NAME:		ACCESS-POWER & Co., INC.
CENTRAL INDEX KEY:			0001041588
FORM TYPE:				10KSB

SEC FILE NUMBER:			333-65069






BUSINESS ADDRESS:
STREET 1:				PO BOX 598

CITY:					GRAND HAVEN
STATE:			 		MI
ZIP:			 		49417









Respectfully submitted to the,


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
The Division of Corporation Finance, Section 11
100 F Street NE, Washington, D.C. 20549






FORM 10-K

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2020.

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: 333-65069


ACCESS-POWER & CO., INC.
[Exact name of Registrant as
specified in its charter]


*** FLORIDA	***

Domicile State or other jurisdiction of
incorporation or organization
http://www.sunbiz.org

*** MICHIGAN ***

State of Operations
https://cofs.lara.state.mi.us/SearchApi/Search/Search



59-3420985
(I.R.S. Employer
Identification No.)


PO BOX 598
GRAND HAVEN, MI 49417
616-312-5390
Email: pjensen@myaccess-power.com


(Address of principal executive offices)

REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE: 616-312-5390

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.001 PAR VALUE - 300,000,000 shares authorized fully diluted.




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

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 X


Indicate by check mark whether the registrant (1) has
filed all reports required to be filed be 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 if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405
of this chapter) is not contained herein, and will not be
contained, to the best of registrants knowledge, in definitive
proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K.

Indicate by check mark whether the registrant is a large a
ccelerated 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	 NO	Accelerated filer	NO
Non-accelerated filer	NO (Do not check if a smaller
reporting company)

Smaller reporting company	YES
Emerging growth company	YES

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
ection 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 X


ALL COMMON SHARES REFLECT A FULLY DILUTED BASIS.



State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked prices of such stock as of a
specified date within the past 60 days:

PATRICK restricted shares: 186 ,984,379 shares
PERCENT OF SHARES HELD BY NON AFFILIATES= 37.6719%
SHARES HELD BY EVERYONE ELSE : 113,015,621 and of this amount,
we certify a DTCC FLOAT SINCE MARCH 1, 2012: 98,376,146 common shares



The aggregate market value of the voting common stock held by non-affils.
of the registrant (assuming officers and directors are affiliates) was
approximately $ 395,554.67 as of 12/31/2020, computed on the fully diluted
basis of and the closing price on such date of $.0035, and so...

113,015,621 held by non-affiliates + 131,128,500 shares acquired by our
Director plus 55,855,879 issued to our Director in 2020 = 300,000,000
common shares verified by our SEC Registrered same Transfer Agent
dating back to May 1997. Our Director's FORM 4 filings are found here:

https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001557361


As of December 31st, 2020, there were 300,000,000 shares of the registrant's
Common Stock outstanding. PATRICK J JENSEN, Director of Access-Power & CO.,
Inc. has a total of 186,984,379 Restricted Shares of these shares.




THE TOTAL MARKET CAPITALIZATION AS OF THE CLOSE OF BUSINESS
January 4th , 2021 is $1,050,000.00 BASED ON A CLOSING PRICE OF
$.0035 PER SHARE on 12/31/2020, and total outstanding issued
common stock equalling 300,000,000 shares.

At January 4th , 2021, there were issued and outstanding 300,000,000
shares of Common Stock fully diluted, and Patrick J. Jensen owns
186,984,379 shares or 62.3281 percent of all the Common Stock.

In 2020, the Company during the course of 2020 experienced a market
capitalization HIGH of over $3,000,000.00.

All 186,984,379 are currently all restricted and held in book entry form at our
Transfer Agent.




THE SEC COMMISSION CONFIRMED OUR FORM RW ON 12/21/2020.





______________________________________________________________





My Dear Shareholders, OTC Markets Directors, colleagues at FINRA, and to the
Esteemed Commissioners of the SEC, and of course, to my Chiefs at Section 11
at the SEC,

CURRENT UPDATE...as of January 4th, 2021.

Our Director is called many names on message boards...and today, in 2021 we
bow our heads to all decision makers at OTC Markets in our quest to
re-apply to the PINK CURRENT INFO tier status.
This is a reapplication to occur on January 24th, 2021.


*****WE ONLY HAVE COMMON STOCK IN OUR CAPITAL STRUCTURE****

*****WE DO NOT HAVE CONVERTIBLE NOTES or WARRANTS*****

****WE HAVE ZERO LONG TERM DEBT********

*****ACCR DOES NOT BELIEVE IN PROMOTION*********

It is very expensive to hire a PCAOB registered firm/accountant/attorneys
for our
micro-cap operations. However, we will succeed in capturing all of the
requirements
of all the SEC Rules of '33 and '34, as best as we can.

We are fully aware of the FINAL RULE imposed by the SEC, by September
21st, 2021 to require movement of all PINK NO INFORMATION
tier companies to the grey market today called the EXPERT MARKET.

We are pleading with all the Directors at OTC Markets to please be fair to our
Company. We will re-apply with OTC Markets on January 24, 2021 to become
PINK CURRENT INFORMATION tier again, as we once were in 2008.
The only reason why there is a RED STOP SIGN is because of a discussed
CRIMINAL FORM 15 filed by our previous inept managers in 2007.
We charge our past managers naked short sold our
shares into the ground. Their intent was to carve all the equity
off the bone, and then to file the CRIMINAL FORM 15 in 2007
as their criminal strategy.

We provide full disclosure to our
Market Makers, and to our investing community.

We have the Spirit of a Warrior, and our Corporation has done nothing wrong.
All of the Company press releases can be found here:

http://www.globenewswire.com

We have learned that in 2021, all OTC Markets PINK CURRENT
INFORMATION
tier Companies will have at chance at Solicited Quotes for the first time in
over 12.5
years. We will not be needing to obtain a FORM 211 with FINRA. We
have received
news that in 2021, only selected PINK CURRENT INFORMATION tier
companies
will receive a shot at SOLICITED QUOTES by a market maker.

ACCR believes to have an excellent relationship with our primary Market
Maker over
the years. Our primary market maker signed the UNSOLICITED
QUOTE FORM
with OTC Markets pre-October 18, 2019.

We are loyal to our Shareholder base.

Our story...from Inception through March 1, 2012, the Company was
a violent
victim of a terrible financial crime. The criminals behind this scheme
to defraud
investors was planned very methodically.

We have many shareholders placed in restrictive shares...none of
which have
SURFACED in do a 144a sale in over 2 decades. Why is this?
Management believes that all 100 share lot's of restrictive shares were
issued
in fraud, and to fictitious people, or Shareholders - totaling over
15,000,000
shares in never to be claimed restrictive shares.
It was pre-meditated and
very detail in CRIME.

The criminals of the past perpetraded a MASTERMIND financial
crime against
our Shareholder base. We seek retribution from our past fraud managers.
We
recently learned that one of our past fraud managers lives in Nashville
area of
TN in a $5.2 million dollar house in September 2020. We charge
he used SEC
filings to commit financial crimes against our Shareholders. We
nearly have
15,000,000 shares in RESTRICTED STATUS 100 share lots's....
the previous
criminal masterminds.


WE SEEK RETROBUTION FOR OUR SHAREHOLDERS

We charge this man used SEC filings going back to 2002 to commit financial
crimes
against our Shareholders. Today, we are the cleanest OTC Companies
around.

The Company made 2 FINRA DAILY lists on 5/6/2020 and on 9/6/2018.

The Company has had discussions with the SEC regarding a FRAUD
FORM 15 that was filed by previous management in 2007. We believe
that we have a fiduciary responsibility to report transparent
information to our Shareholders.

https://www.sec.gov/Archives/edgar/data/1041588/
000117347307000043/0001173473-07-000043-index.htm

We were victims of toxic death spiral debentures from 1998 to
2008 and through March 2012.

PLEASE FORGIVE OUR PAST.

ACCR as a structure TODAY is very sound, because I am in charge.
ACCR has life only today because of ME.

The past is the past, and
we wish to move forward with a plan to become fully
current with the SEC in 2021. We are trying the best we can within the
Spirit of the Law. We will be refiling our FORM 10 very soon...very
soon.


On October 18, 2019, our Company was in the FIRST GROUP of
Equities to bust
out of the death grey market, where we stayed there for 11 years
after our
criminal FORM 15 was filed by previous criminal management.

Let's move forward, and for get the PAST!



Prior to October 18, 2019...we had DEATH....today, we have LIFE, and
we have a
direction on how to fix this trajedy. Today we have visible Level 2
QUOTES. We
have already spent 11 years in the DEATH DARK GREY MARKET.

Please,,,why should we go back? We will NOT go back, ever.

TODAY, we have LIFE.

Our primary Market Maker signed a new form created with OTC
Markets in 2019.
This form is located here...we believe to have a wonderful relationship
with our
PRIMARY MARKET MAKER.

https://www.otcmarkets.com/files/unsolicited-quote-form-1514935916031.pdf

We jumped from the deathly grey market to the PINK NO INFORMATION
tier of
OTC Markets on this infamous date in our history, October 18, 2019.
We have lived
in this tier with NO DILUTION for over a year with no harm to our
Shareholders.

WE LOVE OUR SHAREHOLDERS, and believe in RAISING
SHAREHOLDER
VALUE. WE VALUE OUR COMMON STOCKHOLDERS.

ACCR received a denial to go PINK CURRENT TIER on July 23, 2020.
Why? We
submitted every form in a satisfactory manner. We CLASHED with our prior
accountant whom shall remain nameless. We clashed hard. Why were we
denied
to go PINK CURRENT is a mystery to us. Maybe our prior attorney said bad
things
about our Company to OTC Markets, I do not know why. He threatened to
call OTC
MARKETS, and call me a liar, when he was the liar.

We do not know. We've been told that OTC Markets did not like our
Company 8K's
nor our Company story. ACCR has contacted OTC Markets, and on
July 23,
2020 we received the following reply:

On July 23, 2020 3:30 PM Liz Heese wrote:

Mr. Jensen,

OTC Markets has reached a final determination to deny your application
for access
to the OTC Disclosure & News Service. Our determination is due to
public interest
concerns associated with the company and its disclosure, including but
not limited to
issues previously communicated to you.

We consider this matter to be closed and will not engage in further discussion
at this
time. As stated in the email from Nancy Rodriguez, you may reapply
for the service
in 6 months.

Liz Heese
EVP, Issuer & Information Services
OTC Markets Group"

THEREFORE, ACCR is going to re-apply to become PINK CURRENT
INFORMATION TIER on January 24, 2021.

ACCR as a Corporation is perfectly
clean, and has done nothing wrong. We've just had bad management.
All the
Amendments and Articles of Incorp all check out at:

https://www.sunbiz.org

ACCR has done nothing wrong. ACCR will get SOLICITED QUOTES
again in 2021.

CURRENT MANAGEMENT WILL STEP DOWN TO CLEAR A PATHWAY
FOR OTHERS

Let's just forget this past CRIMINAL FORM 15, that according to the SEC
cannot
be changed, and our only option is today to re-file our FORM 10 properly
with the help of counsel, and we will.

https://www.sec.gov/Archives/edgar/data/1041588/
000117347307000043/0001173473-07-000043-index.htm


Again, as of the close of business December 31st, 2020 --------> our common
stock
structure is as follows:

Authorized Common Stock: 300,000,000 shares
Outstanding Common Stock: 300,000,000 shares
Estimated Float: Substanstially less than 98,244,146 shares
Restricted Common Stock: 201,625,854 outstanding
PATRICK: 186,984,379 ALL RESTRICTED SHARES or 62.3281 % of the
TOTAL
AMOUNT OF STOCK ON A FULLY DILUTED SHARES - PERIOD!



OUR CORPORATE WEBSITEs IS:

https://www.myaccess-power.com

Access-Power & Co., Inc.'s contact is:
PO BOX 598
Grand Haven, MI 49417
pjensen@myaccess-power.com
(616)312-5390 TEL.
https://www.sec.gov/divisions/corpfin/faqs/soxact2002.htm


We applied for a Trademark for Clones By Drones TM, and also
Clones by Cars TM in 2020. The service will be very futuristic, and will be
the
first of its kind. We applied for a federal patent for our Clobes by Drones
futuristic
home curbside delivery service.

WE ARE WORKING ON A REVERSE MERGER...we plan to audit the
incoming
private company that wishes to go public in a r

============================================================
SOURCE: 0001386570_0001654954-20-005725.txt (TXT)
============================================================

10-K/A 1 cdxc10ka_12312019.htm FORM 10-K/A cdxc10ka_12312019 UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington,
D.C. 20549 FORM
10-K/A (Amendment
No. 1) [X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934. For
the fiscal year ended December 31, 2019 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 001-37752 CHROMADEX
CORPORATION (Exact
name of Registrant as specified in its Charter) Delaware 26-2940963 (State or other jurisdiction of
incorporation) (I.R.S. Employer
Identification No.) 10900 Wilshire Blvd. Suite 600, Los
Angeles, California 90024 (Address of
Principal Executive Offices) (Zip
Code) Registrant's
telephone number, including area code (310) 388-6706 Securities
registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of each exchange on which registered Common Stock, $0.001 par value per share CDXC The Nasdaq Capital Market Securities
registered pursuant to Section 12(g) of the Act: None. Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act. Yes  [ ]  No [X
] 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
[X] 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  [X] 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 during the preceding 12 months (or for
such shorter period that the registrant was required to submit 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 the definitions of “accelerated
filer,” “large accelerated filer,” and
“smaller reporting company” in Rule 12b-2 of the
Exchange Act. Large
accelerated filer [   ]      
             Accelerated filer
[X]              
     Non-accelerated filer [  
] Smaller
reporting company
[X]                  
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 financing 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 Act). Yes [ ] No [X] As of
June 30, 2019, the last business day of the registrant’s most
recently completed second fiscal quarter, the aggregate market
value of the registrant’s common stock held by non-affiliates
of the registrant was approximately $190.4 million, based on the
closing price of the registrant’s common stock on the NASDAQ
Capital Market on June 30, 2019. Number
of shares of common stock of the registrant outstanding as of May
17, 2020: 61,477,895. DOCUMENTS INCORPORATED BY REFERENCE None. TA B LE OF CONTENTS Item PART I 1A. Risk
Factors 1 PART II 9A Controls and
Procedures 2 PART IV 15. Exhibits, Financial
Statement Schedules 6 Table of Contents EXPLANATORY NOTE ChromaDex
Corporation (“ChromaDex,” the “Company,”
“we,” “our” or “us”) is filing
this Amendment No. 1 on Form 10-K/A (this “Amendment”)
to amend our Annual Report on Form 10-K for the year ended December
31, 2019 (the “Form 10-K”), originally filed with the
U.S. Securities and Exchange Commission (the “SEC”) on
March 10, 2020. As a result of a material weakness in internal
control over financial reporting that existed as of December 31,
2019 that was not identified until the Company was preparing its
Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2020, the Company is amending Part II, Item 9A “Controls
and Procedures” with respect to (a) the Company’s
conclusions regarding the effectiveness of (i) the Company’s
disclosure controls and procedures and (ii) its internal control
over financial reporting, and (b) Marcum LLP’s related
attestation report on the Company’s internal control over
financial reporting. In addition, the Company is revising Item 1A.
“Risk Factors” to add a risk factor regarding this
material weakness in internal control over financial reporting. The
material weakness in internal controls over financial reporting is
also reported in our Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2020. In
accordance with Rule 12b-15 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), the Company is
including with this Amendment currently dated certifications as
Exhibits 31.1, 31.2, and 32.1. We are also filing an updated
Consent of Independent Registered Public Accounting Firm.
Accordingly, Part IV, Item 15, “Exhibits and Financial
Statement Schedules” is amended to include the currently
dated certifications and consent as exhibits. Except
as described in this Explanatory Note, this Amendment does not
reflect events occurring after the date of the filing of the Form
10-K, nor does it amend, modify or otherwise update any other
information in the Form 10-K. Among other things, forward-looking
statements made in the Form 10-K have not been revised to reflect
events that occurred or facts that became known to us after filing
of the Form 10-K, and any such forward-looking statements should be
read in their historical context. Accordingly, this Amendment
should be read in conjunction with the Form 10-K and with the
Company’s filings with the SEC subsequent to the filing of
the Form 10-K. Notwithstanding
the existence of the material weakness described in Part II. Item
9A – “Controls and Procedures,” the Company
believes that the consolidated financial statements in the Form
10-K fairly present, in all material respects, the Company’s
financial position, results of operations and cash flows as of the
dates, and for the periods, presented, in conformity with U.S.
generally accepted accounting principles. -1- Table of Contents P ART I Item
1A.          Risk
Factors The
Company is supplementing the risk factors previously disclosed in
“Item 1A. Risk Factors” of the Form 10-K with the
following risk factor, which should be read in conjunction with the
other risk factors presented in the Form 10-K: Failure to remediate a material weakness in internal accounting
controls could result in material misstatements in our financial
statements. Our
management has identified a material weakness in our internal
control over financial reporting and has concluded that, due to
such material weakness, our disclosure controls and procedures were
not effective as of December 31, 2019. The material weakness in
internal control over financial reporting resulted from a
deficiency in our disclosure controls and procedures which could
have resulted in us not disclosing a material potential loss that
was reasonably possible, and therefore requiring a qualitative
disclosure in our consolidated financial statements under ASC 450
– Contingencies . The
material weakness has not been remediated as of March 31, 2020. If
not remediated, or if we identify further material weaknesses in
our internal controls, our failure to establish and maintain
effective disclosure controls and procedures and internal control
over financial reporting could result in material misstatements in
our financial statements and a failure to meet our reporting and
financial obligations, each of which could have a material adverse
effect on our financial condition and the trading price of our
common stock. P ART II Item
9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures (As
Revised) In
connection with the filing of our Form 10-K, our chief executive
officer and our chief financial officer, after evaluating the
effectiveness of our disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of
December 31, 2019, concluded that our disclosure controls and
procedures were effective. Subsequent
to that evaluation, management reevaluated the effectiveness of our
disclosure controls and procedures as of December 31, 2019 and
concluded that, because of the material weakness identified in our
internal control over financial reporting discussed below, our
disclosure controls and procedures were not effective as of
December 31, 2019. Management Report on Internal Control over Financial Reporting (As
Revised) Our
management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rule
13a-15(f) and 15d-(f) under the Exchange Act. Our internal control
over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of consolidated financial statements for external
purposes in accordance with U.S. generally accepted accounting
principles. Our internal control over financial reporting include
those policies and procedures that: (i)
pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of
our assets; (ii)
provide reasonable assurance that transactions are recorded as
necessary to permit the preparation of our consolidated financial
statements in accordance with U.S. generally accepted accounting
principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and
directors; and (iii)
provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of our
assets that could have a material effect on the consolidated
financial statements. -2- Table of Contents In
connection with the Form 10-K, our management, including the
undersigned principal executive officer and principal financial
officer, assessed the effectiveness of our internal control over
financial reporting as of December 31, 2019. In conducting its
assessment, our management used the criteria issued by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated
Framework in 2013 . Based on this assessment, our management
concluded that, as of December 31, 2019, our internal control
over financial reporting was effective based on those
criteria. Subsequent
to that evaluation, management reevaluated the effectiveness of our
internal control over financial reporting as of December 31, 2019
and concluded that, because of the material weakness identified,
our internal control over financial reporting was not effective as
of December 31, 2019. The
material weakness in internal control over financial reporting
resulted from a deficiency in our disclosure controls and
procedures which could have resulted in the Company not disclosing
a material potential loss that was reasonably possible, and
therefore requiring a qualitative disclosure in consolidated
financial statements under ASC 450 – Contingencies . The
Company is still in the process of analyzing and addressing the
material weakness. The material weakness will not be considered
remediated until the applicable remedial control operates for a
sufficient period of time and management has concluded, through
testing, that this control is operating effectively. We expect that
the remediation of this material weakness will be completed prior
to the end of year 2020. We did
not revise our financial statements for prior periods for the
disclosure of the potential loss based on our belief that the
effect of the lack of the disclosure was not material to the
financial statements taken as a whole. Therefore, our chief
executive officer and our chief financial officer believe that,
notwithstanding the material weakness discussed above, the
consolidated financial statements in our Annual Report on Form 10-K
for the year ended December 31, 2019 present fairly, in all
material respects, our financial position, results of operations
and cash flows for the periods presented. Changes in Internal Control over Financial Reporting Except
as noted above, there were no changes in internal controls over
financial reporting (as defined in Rule 13a−15(f) promulgated
under the Exchange Act) that occurred during our fourth fiscal
quarter that have materially affected or are reasonably likely to
materially affect our internal control over financial
reporting. Inherent Limitations on Disclosure Controls and
Procedures The
effectiveness of our disclosure controls and procedures is subject
to various inherent limitations, including cost limitations,
judgments used in decision making, assumptions about the likelihood
of future events, the soundness of our systems, the possibility of
human error, and the risk of fraud. Moreover, projections of any
evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in
conditions and the risk that the degree of compliance with policies
or procedures may deteriorate over time. Because of these
limitations, there can be no assurance that any system of
disclosure controls and procedures, no matter how well conceived,
will be successful in preventing all errors or fraud or in making
all material information known in a timely manner to the
appropriate levels of management. Inherent Limitations on Internal Control Internal
control over financial reporting cannot provide absolute assurance
of achieving financial reporting objectives because of its inherent
limitations, including the possibility of human error and
circumvention by collusion or overriding of control. Accordingly,
even an effective internal control system may not prevent or detect
material misstatements on a timely basis. Also, projections of any
evaluation of effectiveness to future periods are subject to the
risk that the controls may become inadequate because of changes in
conditions or that the degree of compliance with the policies or
procedures may deteriorate. Accordingly, our internal control over
financial reporting is designed to provide reasonable assurance of
achieving their objectives. -3- Table of Contents Attestation Report of the Registered Public Accounting
Firm REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING To the Shareholders and Board of Directors of ChromaDex Corporation Adverse Opinion on Internal Control over Financial
Reporting We have audited ChromaDex Corporation’’s (the
"Company") internal control over financial reporting as of December
31, 2019, based on criteria established in Internal Contr