|
x |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
¨ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
Colorado
(State
or other jurisdiction
of
incorporation or organization)
|
38-3750924
(IRS
Employer Identification No.)
|
90
Madison Street, Suite 700, Denver, Colorado
(Address
of principal executive offices)
|
80206
(Zip
Code)
|
Large
accelerated filer
|
o
|
Accelerated
filer
|
o
|
|
Non-accelerated
filer
|
o
|
(Do not check if a smaller reporting company) |
Smaller
reporting company
|
þ |
Page
Number
|
||
PART
I.
|
FINANCIAL
INFORMATION
|
|
Item
1.
|
Financial
Statements
|
|
Condensed
Consolidated Balance Sheets as of March 31, 2008 (unaudited) and
December
31, 2007
|
3
|
|
Condensed
Consolidated Statements of Operations (unaudited) for the three
months
ended March 31, 2008 and 2007
|
4
|
|
Condensed
Consolidated Statements of Cash Flows (unaudited) for the three
months
ended March 31, 2008 and 2007
|
5
|
|
Notes
to Condensed Consolidated Financial Statements (unaudited)
|
6
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
12
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
20
|
Item
4T.
|
Controls
and Procedures
|
20
|
PART
II.
|
OTHER
INFORMATION
|
|
Item
1.
|
Legal
Proceedings
|
21
|
Item
1A.
|
Risk
Factors
|
21 |
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
21
|
Item
3.
|
Defaults
Upon Senior Securities
|
21
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
21
|
Item
5.
|
Other
Information
|
21
|
Item
6.
|
Exhibits
|
22
|
SIGNATURES
|
24
|
March
31,
2008
|
December
31,
2007
|
||||||
(Unaudited)
|
|||||||
Assets
|
|||||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
3,595,125
|
$
|
5,405,069
|
|||
Current
portion of notes receivable
|
40,000
|
40,000
|
|||||
Accounts
receivable, trade
|
130,363
|
60,489
|
|||||
Inventory
|
33,220
|
11,383
|
|||||
Prepaid
expenses and other current assets
|
243,764
|
184,498
|
|||||
Total
current assets
|
4,042,472
|
5,701,439
|
|||||
Property
and equipment, at cost, net
|
1,660,177
|
685,751
|
|||||
Other
assets:
|
|||||||
Notes
receivable, less current portion
|
30,000
|
40,000
|
|||||
Deposits
and other assets
|
28,539
|
12,869
|
|||||
Goodwill
|
307,693
|
-
|
|||||
Other
intangible assets
|
75,000
|
-
|
|||||
441,232
|
52,869
|
||||||
Total
assets
|
$
|
6,143,881
|
$
|
6,440,059
|
|||
Liabilities
and Shareholders’ Equity
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable, trade
|
$
|
268,778
|
$
|
441,096
|
|||
Accrued
expenses and compensation
|
93,811
|
89,827
|
|||||
Deferred
franchise revenue
|
1,069,000
|
770,000
|
|||||
Accrued
dividends
|
86,440
|
2,300
|
|||||
Total
current liabilities
|
1,518,029
|
1,303,223
|
|||||
Long-term
debt
|
500,000
|
-
|
|||||
Minority
interest
|
80,000
|
-
|
|||||
Commitments
and contingencies
|
|||||||
Shareholders'
equity
|
|||||||
Preferred
stock, $.001 par value, 20,000,000 authorized, 680 and 705 shares of
Series A Variable Rate Convertible Preferred Stock, stated value
$8,500 per share, issued and outstanding in 2008 and
2007, respectively
|
4,630,871
|
4,801,124
|
|||||
Common
stock, $.001 par value, 200,000,000 shares authorized, 47,936,553 and
47,634,054 shares issued and outstanding in 2008 and 2007,
respectively
|
47,937
|
47,634
|
|||||
Additional
paid in capital
|
6,362,065
|
5,546,692
|
|||||
Fair
value of common stock warrants
|
873,825
|
873,825
|
|||||
Accumulated
(deficit)
|
(7,542,804
|
)
|
(5,562,772
|
)
|
|||
Deferred
compensation
|
(326,042
|
)
|
(569,667
|
)
|
|||
Total
shareholders' equity
|
4,045,852
|
5,136,836
|
|||||
Total
liabilities and shareholders' equity
|
$
|
6,143,881
|
$
|
6,440,059
|
|
2008
|
2007
|
|||||
Revenues:
|
|||||||
Restaurant
and bakery sales
|
$
|
407,165
|
$
|
-
|
|||
Franchise
fees and royalties
|
218,202
|
221,643
|
|||||
Total
revenue
|
625,367
|
221,643
|
|||||
Operating
costs and expenses:
|
|||||||
Restaurant
and bakery:
|
|||||||
Cost
of sales
|
165,294
|
-
|
|||||
Labor
|
196,262
|
-
|
|||||
Occupancy
|
52,208
|
-
|
|||||
Other
operating cost
|
136,340
|
-
|
|||||
Total
restaurant operating expenses
|
550,104
|
-
|
|||||
Franchise
and general:
|
|||||||
General
and administrative
|
1,601,298
|
763,464
|
|||||
Depreciation
|
6,409
|
4,832
|
|||||
Total
franchise and general expenses
|
1,607,707
|
768,296
|
|||||
Total
operating costs and expenses
|
2,157,811
|
768,296
|
|||||
(Loss)
from operations
|
(1,532,444
|
)
|
(546,653
|
)
|
|||
Other
income and (expense):
|
|||||||
Other
income (expense)
|
(2,777
|
)
|
93
|
||||
Interest
income
|
37,970
|
8,331
|
|||||
Total
other income and (expense)
|
35,193
|
8,424
|
|||||
Net
(loss)
|
(1,497,251
|
)
|
(538,229
|
)
|
|||
Dividend
on preferred stock
|
(86,440
|
)
|
-
|
||||
Net
(loss) attributable to common shareholders
|
$
|
(1,583,691
|
)
|
$
|
(538,229
|
)
|
|
Basic
and diluted weighted average shares outstanding
|
47,819,053
|
40,996,455
|
|||||
Basic
and diluted (loss) per common share
|
$
|
(0.03
|
)
|
$
|
(0.01
|
)
|
2008
|
2007
|
||||||
Net
cash (used in) operating activities
|
$
|
(1,013,379
|
)
|
$
|
(868,668
|
)
|
|
Cash
flows from investing activities:
|
|||||||
Investment
in purchased subsidiaries
|
(621,600
|
)
|
-
|
||||
Acquisition
of property and equipment
|
(188,465
|
)
|
(198,766
|
)
|
|||
Net
cash (used in) investing activities
|
(810,065
|
)
|
(198,766
|
)
|
|||
Cash
flows from financing activities :
|
|||||||
Proceeds
from exercise of common stock options
|
13,500
|
-
|
|||||
Subscription
of common stock
|
-
|
11,766
|
|||||
Repayment
of note payable to related party
|
-
|
(30,000
|
)
|
||||
Net
cash provided by (used in) financing activities
|
13,500
|
(18,234
|
)
|
||||
Net
decrease in cash and cash equivalents
|
(1,809,944
|
)
|
(1,085,668
|
)
|
|||
Cash
and cash equivalents, beginning of the period
|
5,405,069
|
1,198,982
|
|||||
Cash
and cash equivalents, end of the period
|
$
|
3,595,125
|
$
|
113,314
|
Current
assets
|
$
|
14,900
|
||
Property
and equipment
|
120,718
|
|||
Lease
deposits
|
7,200
|
|||
Other
intangible assets
|
20,000
|
|||
Goodwill
|
37,182
|
|||
Total
and net assets acquired
|
$
|
200,000
|
Current
assets
|
$
|
21,410
|
||
Property,
and equipment
|
498,785
|
|||
Lease
deposits
|
8,290
|
|||
Other
intangible assets
|
55,000
|
|||
Goodwill
|
260,825
|
|||
Total
and net assets acquired
|
$
|
844,310
|
March
31,
|
|||||||
2008
|
2007
|
||||||
Revenue
|
$
|
839,987
|
$
|
351,054
|
|||
Net
income
|
$
|
(1,485,617
|
)
|
$
|
(520,676
|
)
|
|
Earnings
per share
|
$
|
(0.03
|
)
|
$
|
(0.01
|
)
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term (in years)
|
|
Aggregate
Intrinsic
Value
|
|||||||
Outstanding
January 1, 2008
|
4,060,000
|
$
|
.76
|
4.66
|
|||||||||
Granted
|
1,410,000
|
$
|
.97
|
4.93
|
|||||||||
Exercised
|
(52,500
|
)
|
$
|
.26
|
|||||||||
Cancelled
|
(207,500
|
)
|
$
|
.85
|
|||||||||
Outstanding
March 31, 2008
|
5,210,000
|
$
|
.82
|
4.56
|
$
|
1,213,708
|
|||||||
Exercisable
March 31, 2008
|
2,035,000
|
$
|
.53
|
4.30
|
$
|
298,526
|
Three
Months Ended
|
|||||||
March
31,
|
|||||||
2008
|
2007
|
||||||
Revenues:
|
|||||||
Company
restaurants operations
|
$
|
327,657
|
$
|
-
|
|||
Company
bakery operations
|
79,508
|
-
|
|||||
Franchise
operations
|
218,202
|
221,643
|
|||||
Total
Revenues
|
$
|
625,367
|
$
|
221,643
|
|||
Segment (loss): | |||||||
Company
restaurants operations
|
$
|
(104,491
|
)
|
$
|
-
|
||
Company
bakery operations
|
(38,448
|
)
|
-
|
||||
Franchise
operations
|
(1,389,505
|
)
|
(546,653
|
)
|
|||
Total
segment (loss)
|
(1,532,444
|
)
|
(546,653
|
)
|
|||
Other
income (expense)
|
(2,777
|
)
|
93
|
||||
Interest
income
|
37,970
|
8,331
|
|||||
Net
loss
|
$
|
(1,497,251
|
)
|
$
|
(538,229
|
)
|
Location
|
Restaurants
Operating
|
|
Under
Construction
|
|
In
Lease
Negotiation
|
|||||
Denver,
Colorado
|
5
|
1
|
||||||||
Boulder,
Colorado
|
2
|
|||||||||
Ft.
Collins, Colorado
|
1
|
1
|
||||||||
Aurora,
Colorado
|
1
|
|||||||||
Littleton,
Colorado
|
1
|
|||||||||
Centennial,
Colorado
|
1
|
|||||||||
Lone
Tree, Colorado
|
1
|
|||||||||
Greenwood
Village, Colorado
|
1
|
|||||||||
Federal
Heights, Colorado
|
1
|
|||||||||
Johnstown,
Colorado
|
1
|
|||||||||
Colorado
Springs, Colorado
|
2
|
|||||||||
Louisville,
Colorado
|
1
|
|||||||||
Englewood,
Colorado
|
1
|
|||||||||
Ashburn,
Virginia
|
1
|
|||||||||
Sioux
Falls, South Dakota
|
1
|
|||||||||
Portland,
Oregon
|
2
|
|||||||||
Poway,
California
|
1
|
|||||||||
Sacramento,
California
|
1
|
|||||||||
Henderson,
Nevada
|
1
|
|||||||||
Reno,
Nevada
|
2
|
|||||||||
Chicago,
Illinois
|
1
|
|||||||||
Cincinnati,
Ohio
|
1
|
1
|
||||||||
Austin,
Texas
|
2
|
1
|
1
|
|||||||
San
Diego, California
|
1
|
2
|
||||||||
Indianapolis,
Indiana
|
2
|
|||||||||
Chandler,
Arizona
|
1
|
|||||||||
Brooklyn,
New York
|
1
|
|||||||||
Hattiesburg,
Mississippi
|
1
|
|||||||||
Oklahoma
City, Oklahoma
|
1
|
1
|
||||||||
Pender,
Virginia
|
||||||||||
Ocala,
Florida
|
1
|
|||||||||
Cedar
Park, Texas
|
1
|
|||||||||
Portage,
Michigan
|
1
|
|||||||||
Kalamazoo,
Michigan
|
1
|
|||||||||
37
|
8
|
6
|
2008
|
|
2007
|
|
||||||||||
|
|
Amount
|
|
As
a
Percentage
of
Total
Revenue
|
|
Amount
|
|
As
a
Percentage
of
Total
Revenue
|
|||||
Revenues: | |||||||||||||
Restaurant
and bakery sales
|
$
|
407,165
|
65.11
|
%
|
$
|
-
|
-
|
%
|
|||||
Franchise
fees and royalties
|
218,202
|
34.89
|
%
|
221,643
|
100.00
|
%
|
|||||||
Total
revenue
|
$
|
625,367
|
100.00
|
%
|
$
|
221,643
|
100.00
|
%
|
Operating
costs and expenses:
|
|||||||||||||
|
As
a
Percentage
of
Restaurant
and
Bakery
Sales
|
|
|
|
As
a
Percentage
of
Restaurant
and
Bakery
Sales
|
||||||||
Restaurant and bakery: | |||||||||||||
Cost
of sales
|
$
|
165,294
|
40.60
|
%
|
$
|
-
|
-
|
%
|
|||||
Labor
|
196,262
|
48.20
|
%
|
-
|
-
|
%
|
|||||||
Occupancy
|
52,208
|
12.82
|
%
|
-
|
-
|
%
|
|||||||
Other
operating cost
|
136,340
|
33.49
|
%
|
-
|
-
|
%
|
|||||||
Total
restaurant and bakery operating expenses
|
$
|
550,104
|
135.11
|
%
|
$
|
-
|
-
|
%
|
|
As
a
Percentage
of
Franchise
Fees
and
Royalties
|
|
|
|
As
a
Percentage
of
Franchise
Fees
and
Royalties
|
||||||||
Franchise and general: | |||||||||||||
General
and administrative
|
$
|
1,601,298
|
733.86
|
%
|
$
|
763,464
|
344.46
|
%
|
|||||
Depreciation
|
6,409
|
2.94
|
%
|
4.832
|
2.18
|
%
|
|||||||
Total
franchise and general expenses
|
$
|
1,607,707
|
736.80
|
%
|
$
|
768,296
|
346.64
|
%
|
As
a
Percentage
of
Total
Revenue
|
|
|
|
As
a
Percentage
of
Total
Revenue
|
|||||||||
Total
operating costs and expenses
|
$
|
2,157,811
|
345.05
|
%
|
$
|
768,296
|
346.64
|
%
|
|||||
(Loss)
from operations
|
(1,532,444
|
)
|
(245.05
|
)%
|
(546,653
|
)
|
(246.64
|
)%
|
|||||
Other
income and (expense):
|
|||||||||||||
Interest
income
|
37,970
|
6.07
|
%
|
8,331
|
3.76
|
%
|
|||||||
Other
income (expense)
|
(2,777
|
)
|
(.44
|
)%
|
93
|
.04
|
%
|
||||||
Total
other income
|
35,193
|
5.63
|
%
|
8,424
|
3.80
|
%
|
|||||||
Net
(loss)
|
$
|
(1,497,251
|
)
|
(239.42
|
)%
|
$
|
(538,229
|
)
|
(242.84
|
)%
|
2008
|
2007
|
Difference
|
||||||||
Personnel
cost
|
$
|
648,427
|
$
|
469,817
|
$
|
178,610
|
||||
Investor
relations
|
294,470
|
-
|
294,470
|
|||||||
Stock
options
|
235,583
|
19,903
|
215,680
|
|||||||
Travel
and entertainment
|
112,189
|
76,059
|
36,130
|
|||||||
Professional
fees
|
84,897
|
51,147
|
33,750
|
|||||||
Rent
|
58,914
|
29,171
|
29,743
|
|||||||
MIS
|
56,512
|
40,480
|
16,032
|
|||||||
Site
research
|
31,400
|
-
|
31,400
|
|||||||
Office
supplies and expenses
|
27,410
|
16,992
|
10,418
|
|||||||
Communication
|
18,343
|
12,244
|
6,099
|
|||||||
Marketing,
advertising, promotion
|
4,686
|
17,802
|
(13,116
|
)
|
||||||
Other
general and administrative expenses
|
28,467
|
29,849
|
(21,285
|
)
|
||||||
Total
general and administrative expenses
|
$
|
1,601,298
|
$
|
763,464
|
$
|
837,834
|
2008
|
$
|
354,371
|
||
2009
|
478,968
|
|||
2010
|
487,307
|
|||
2011
|
498,989
|
|||
2012
|
401,848
|
|||
Later
years
|
1,800,182
|
|||
$
|
4,021,665
|
Regulation
S-K
Number
|
Exhibit
|
3.1
|
Amended
and Restated Articles of Incorporation (1)
|
3.2
|
Bylaws
(2)
|
4.1
|
Certificate
of Designation of Series A Variable Rate Convertible Preferred
Stock
(3)
|
10.1
|
Employment
Agreement –
Marc Geman (2)
|
10.2
|
Employment
Agreement – Anthony Walker (2)
|
10.3
|
Employment
Agreement – Kevin Morrison (2)
|
10.4
|
2006
Stock Option Plan (2)
|
10.5
|
Promissory
Note to Spicy Pickle, LLC (2)
|
10.6
|
Securities
Purchase Agreement dated as of December 14, 2007 (4)
|
10.7
|
Form
of Warrant (5)
|
10.8
|
Registration
Rights Agreement dated as of December 14, 2007 (6)
|
10.9
|
Lock-Up
Agreement of Marc Geman (7)
|
10.10
|
Form
of Lock-Up Agreement executed by other officers and directors
(8)
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Executive Officer
(9)
|
31.2
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Financial Officer
(9)
|
32.1
|
Section
1350 Certification of Chief Executive Officer (9)
|
32.2
|
Section
1350 Certification of Chief Financial Officer
(9)
|
(1)
|
Incorporated
by reference to the exhibit of the same number to Amendment No.
1 to the
registrant’s registration statement on Form SB-2 filed on December 12,
2006.
|
(2)
|
Incorporated
by reference to the exhibit of the same number to the registrant’s
registration statement on Form SB-2 filed on October 26,
2006.
|
(3)
|
Incorporated
by reference to the exhibit of the same number to the registrant’s Current
Report on Form 8-K filed on December 19, 2007.
|
(4)
|
Incorporated
by reference to Exhibit 10.1 to the registrant’s Current Report on Form
8-K filed on December 19, 2007.
|
(5)
|
Incorporated
by reference to Exhibit 10.2 to the registrant’s Current Report on Form
8-K filed on December 19, 2007.
|
(6)
|
Incorporated
by reference to Exhibit 10.3 to the registrant’s Current Report on Form
8-K filed on December 19, 2007.
|
(7)
|
Incorporated
by reference to Exhibit 10.4 to the registrant’s Current Report on Form
8-K filed on December 19, 2007.
|
(8)
|
Incorporated
by reference to Exhibit 10.5 to the registrant’s Amendment No. 1 to
Current Report on Form 8-K filed on December 27, 2007.
|
(9)
|
Filed
herewith.
|
SPICY
PICKLE FRANCHISING, INC.
|
||
May
12, 2008
|
By:
|
/s/
Marc Geman
|
Marc
Geman
|
||
Chief
Executive Officer
|
||
May
12, 2008
|
By:
|
/s/
Arnold Tinter
|
Arnold
Tinter
|
||
Chief
Financial Officer
|
Regulation
S-K
Number
|
Exhibit
|
3.1
|
Amended
and Restated Articles of Incorporation (1)
|
3.2
|
Bylaws
(2)
|
4.1
|
Certificate
of Designation of Series A Variable Rate Convertible Preferred
Stock
(3)
|
10.1
|
Employment
Agreement –
Marc Geman
(2)
|
10.2
|
Employment
Agreement – Anthony Walker (2)
|
10.3
|
Employment
Agreement – Kevin Morrison (2)
|
10.4
|
2006
Stock Option Plan (2)
|
10.5
|
Promissory
Note to Spicy Pickle, LLC (2)
|
10.6
|
Securities
Purchase Agreement dated as of December 14, 2007 (4)
|
10.7
|
Form
of Warrant (5)
|
10.8
|
Registration
Rights Agreement dated as of December 14, 2007 (6)
|
10.9
|
Lock-Up
Agreement of Marc Geman (7)
|
10.10
|
Form
of Lock-Up Agreement executed by other officers and directors
(8)
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Executive Officer
(9)
|
31.2
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Financial Officer
(9)
|
32.1
|
Section
1350 Certification of Chief Executive Officer (9)
|
32.2
|
Section
1350 Certification of Chief Financial Officer
(9)
|
(1) |
Incorporated
by reference to the exhibit of the same number to Amendment No.
1 to the
registrant’s registration statement on Form SB-2 filed on December 12,
2006.
|
(2) |
Incorporated
by reference to the exhibit of the same number to the registrant’s
registration statement on Form SB-2 filed on October 26,
2006.
|
(3) |
Incorporated
by reference to the exhibit of the same number to the registrant’s Current
Report on Form 8-K filed on December 19,
2007.
|
(4) | Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on December 19, 2007. |
(5) |
Incorporated
by reference to Exhibit 10.2 to the registrant’s Current Report on Form
8-K filed on December 19, 2007.
|
(6) |
Incorporated
by reference to Exhibit 10.3 to the registrant’s Current Report on Form
8-K filed on December 19, 2007.
|
(7) |
Incorporated
by reference to Exhibit 10.4 to the registrant’s Current Report on Form
8-K filed on December 19, 2007.
|
(8) |
Incorporated
by reference to Exhibit 10.5 to the registrant’s Amendment No. 1 to
Current Report on Form 8-K filed on December 27,
2007.
|
(9) |
Filed
herewith.
|
1. |
I
have reviewed this quarterly report on Form 10-Q of Spicy Pickle
Franchising, 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;
|
3. |
Based
on my knowledge, the financial statements and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations, and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4. |
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures
(as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
a) |
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including
its
consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this report is
being
prepared;
|
b) |
designed
such internal control over financial reporting, or caused such
internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
c) |
evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
d) |
disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
5. |
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
a) |
all
significant deficiencies and material weaknesses in the design
or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
b) |
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date:
May 12, 2008
|
/s/
Marc Geman
|
Marc
Geman
|
|
Chief
Executive Officer
|
1. |
I
have reviewed this quarterly report on Form 10-Q of Spicy Pickle
Franchising, 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;
|
3. |
Based
on my knowledge, the financial statements and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations, and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4. |
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures
(as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
a) |
designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the registrant, including
its
consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this report is
being
prepared;
|
b) |
designed
such internal control over financial reporting, or caused such
internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
c) |
evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
d) |
disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
5. |
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting,
to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
a) |
all
significant deficiencies and material weaknesses in the design
or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and
|
b) |
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
Date:
May 12, 2008
|
/s/
Arnold Tinter
|
Arnold
Tinter
|
|
Chief
Financial Officer
|
(1) |
The
Report fully complies with the requirements of Section 13(a) or
15(d) of
the Securities Exchange Act of 1934;
and
|
(2) |
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of
the
Company.
|
/s/
Marc Geman
|
Marc
Geman
|
Chief
Executive Officer
|
May
12, 2008
|
(1) |
The
Report fully complies with the requirements of Section 13(a) or
15(d) of
the Securities Exchange Act of 1934;
and
|
(2) |
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of
the
Company.
|
Arnold
Tinter
|
May
12, 2008
|