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Where Food Comes From says lease control fixed

Amended Q1 2026 Form 10-Q updates WFCF’s internal control disclosure to reflect remediation of a prior lease-accounting material weakness.

(Neutral)
(Neutral)
Form Type
10-Q/A

Rhea-AI Filing Summary

Where Food Comes From, Inc. (WFCF) filed an amended quarterly report for the period ended March 31, 2026 to revise the description of Item 4, Controls and Procedures. The company clarifies that a previously identified material weakness in internal control over financial reporting related to the application of FASB ASC 842 (Leases) for the year ended December 31, 2025 had been remediated before those financial statements were released.

Management reports that disclosure controls and procedures were effective as of March 31, 2026, and that the material weakness was fully remediated by properly applying ASC 842 and testing the related remedial measures. The amendment does not change the financial statements or other disclosures from the original Form 10-Q, and adds only updated control disclosures and new Section 302 officer certifications.

Positive

  • Company reports that the prior material weakness in internal control over financial reporting related to FASB ASC 842 was fully remediated as of March 31, 2026 and that disclosure controls and procedures were effective for the quarter.

Negative

  • Management and the independent auditor previously identified a material weakness in internal control over financial reporting tied to improper application of FASB ASC 842 (Leases), which caused a material overstatement of right-of-use assets and other income for 2025 before remediation.
Common shares outstanding 5,039,276 shares Outstanding as of May 7, 2026
Par value per common share $0.001 per share Par value of WFCF common stock
Commission File Number 001-40314 SEC registration reference for WFCF
material weakness financial
"identified a material weakness in our internal control over financial reporting"
A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.
internal control over financial reporting financial
"a material weakness in our internal control over financial reporting"
Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.
disclosure controls and procedures financial
"evaluation of the effectiveness of the design and operation of our disclosure controls and procedures"
Policies, routines and internal checks a public company uses to identify, collect and verify information that must appear in its financial reports and public filings, and to make sure that material news is disclosed accurately and on time. Investors care because effective controls increase confidence that the company’s reported numbers and disclosures are reliable and reduce the risk of surprises, much like a building’s inspection and alarm system helps occupants trust the structure’s safety.
FASB ASC 842 (Leases) financial
"improper application of FASB ASC 842 (Leases)"
Section 302 of the Sarbanes-Oxley Act of 2002 regulatory
"new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the purpose of Where Food Comes From, Inc. (WFCF) filing this Form 10-Q/A?

The amendment is filed solely to replace Item 4, Controls and Procedures, to properly describe remediation of a prior material weakness and to include updated Section 302 officer certifications. It does not change the previously filed consolidated financial statements or other disclosures.

What material weakness did WFCF disclose in relation to its 2025 financial reporting?

Management and the independent registered public accounting firm identified a material weakness in internal control over financial reporting involving improper application of FASB ASC 842 (Leases). This led to a material overstatement of right-of-use assets and other income for the year ended December 31, 2025 before correction.

How did WFCF remediate the material weakness in its lease accounting controls?

Management remediated the weakness by properly applying FASB ASC 842 before releasing the 2025 financial statements and by performing additional analysis and procedures for the quarter ended March 31, 2026. Management concluded the remedial measures operated effectively for a sufficient period of time.

Are WFCF’s disclosure controls and procedures considered effective as of March 31, 2026?

Yes. Based on management’s evaluation, the principal executive and financial officers concluded that disclosure controls and procedures were effective as of March 31, 2026, and that the financial statements fairly present the company’s financial condition, results of operations, and cash flows in all material respects.

Does this WFCF Form 10-Q/A change any of the previously reported Q1 2026 financial results?

No. The company states that, except for updating Item 4 and adding new Section 302 certifications, no other changes are being made to the original Form 10-Q, including the consolidated financial statements and related footnotes for the quarter ended March 31, 2026.

How many WFCF common shares were outstanding around the time of this amended filing?

The company reports that 5,039,276 shares of its common stock, $0.001 par value per share, were outstanding as of May 7, 2026, providing context for WFCF’s equity base at the time of the amendment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the Quarterly period ended March 31, 2026
   
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
  For the transition period from ____________ to _____________

 

Commission File No. 001-40314

 

WHERE FOOD COMES FROM, INC.

(exact name of registrant as specified in its charter)

 

Colorado   43-1802805

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

202 6th Street, Suite 400

Castle Rock, CO 80104

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code:

(303) 895-3002

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 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 ☒ No ☐

 

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

 

Large accelerated filer:   Accelerated filer:
Non-accelerated filer:   Smaller reporting company:
Emerging growth company      

 

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

Yes ☐ No

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value   WFCF   The NASDAQ Stock Market LLC

 

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of May 7, 2026, was 5,039,276.

 

 

 

 

 

 

EXPLANATORY NOTE

 

The purpose of this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, as filed with the Securities and Exchange Commission on May 14, 2026, is solely for the purpose of amending and updating Item 4 “Controls and Procedures” of the Original Filing in its entirety, which inadvertently failed to update the remediation efforts of a material weakness identified in our internal control over financial reporting identified for the year ended December 31, 2025.

 

In addition, pursuant to Rule 12b-15 under the Exchange Act, this Amendment No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.

 

Except as described above, no other changes are being made to the Original Filing. Further, except as expressly stated, this Amendment No. 1 does not reflect events occurring after the filing of the Original Filing or modify or update in any way any of the other items or disclosures contained in the Original Filing, including, without limitation, the consolidated financial statements and the related footnotes. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and the Company’s other filings with the Securities and Exchange Commission (the “SEC”) subsequent to the filing of the Original Filing.

 

 

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, including our principal executive and financial officers, have conducted an evaluation of the effectiveness of the design and operation of our “disclosure controls and procedures,” as such term is defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act, to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that information we are required to disclose in such reports is accumulated and communicated to management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our principal executive and financial officers concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. We believe that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

 

Internal Control Over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and can only provide reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Other than as described below, there have not been any other changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

In February 2026, in connection with the audit of our consolidated financial statements for the year ended December 31, 2025, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting. Management concluded that a material weakness existed with respect to management’s improper application of FASB ASC 842 (Leases). The improper application of FASB ASC 842 (Leases) resulted in the material overstatement of right of use assets and a material overstatement of other income for the year ended December 31, 2025. Prior to the release of the financial statements for the year ended December 31, 2025, management remediated the material weakness by properly applying FASB ASC 842. For the first quarter ended March 31, 2026, we performed additional analysis and procedures to ensure that our consolidated financial statements included in this Form 10-Q have been prepared in accordance with U.S. GAAP. Based on our assessment, we consider that the material weakness related to our internal controls over financial reporting was fully remediated as of March 31, 2026. Through testing, management concluded that the remedial measure had operated effectively for a sufficient period of time.

 

ITEM 6. EXHIBITS

 

(a) Exhibits

 

Number   Description

31.1

  Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2   Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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.

 

Date: September 15, 2026 Where Food Comes From, Inc.
   
  By: /s/ John K. Saunders
  Chief Executive Officer
     
  By: /s/ Dannette Henning
  Chief Financial Officer

 

 

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