true
Q1
--12-31
0001360565
0001360565
2026-01-01
2026-03-31
0001360565
2026-05-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 |