Amendment to Annual Report by a Small Business — Form 10-KSB Filing Table of Contents
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‘10KSB/A’ — Amendment to Annual Report by a Small Business
Securities
registered under Section 12(b) of the Exchange Act:
Title
of each class
Name
of each exchange on which registered
Common
Stock, $0.001 par value per share
NASDAQ
Capital Market
Securities
registered under Section 12(g) of the Exchange Act:
Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. ¨
Check
whether the issuer: (1) filed all reports required to be filed by Section 13
or
15(d) of the Exchange Act during the past 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 o
Check
if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained,
to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of Form 10-KSB or any amendment
to this Form 10-KSB. þ
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
¨
Yes
þ
No
State
issuer’s revenues for its most recent fiscal year. $304,240
The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant as of April 12, 2007, based upon the closing
price of the common stock as reported on the OTC Bulletin Board as of such
date,
was approximately $50,000,000.
The
number of shares outstanding of each of the issuer’s classes of common equity,
as of March 30, 2007 is:
Transitional
Small Business Disclosure Format (check one): Yes
þ
No
EXPLANATORY
NOTE
We
are
filing this Amendment No. 2 to our Annual Report on Form 10-KSB for the fiscal
year ended December 31, 2006 solely to provide the information required in
Item
8A of Form 10-KSB and required by Items 307 and 308(c) of Regulation S-B which
was omitted in the previously filed 10-KSB.
This
Form
10-KSB/A does not reflect events occurring after the filing of the original
Form
10-KSB, or modify or update those disclosures in any way.
(a)
Evaluation of Disclosure Controls and Procedures
Our
Chief
Executive Officer and our Chief Financial Officer evaluated our disclosure
controls and procedures, as such term is defined in Rule 13a-15 or 15d-15(e)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as of the end of the period covered by this Annual Report on Form 10-KSB,
as amended (the “Evaluation Date”). Based on this evaluation, our Chief
Executive Officer and Chief Financial Officer concluded as of the Evaluation
Date that our disclosure controls and procedures were effective to provide
reasonable assurance that the information required to be disclosed by us in
periodic SEC reports is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure, and that
such information is recorded, processed, summarized and reported within the
time
periods specified in SEC rules and forms.
(c)
Changes in Internal Control over Financial Reporting
There
was
no change in our internal control over financial reporting that occurred during
the period covered by this Annual Report on Form 10-KSB, as amended, that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
31.2
Certification of Chief Financial
Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
1
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
duly
caused this Amendment No. 2 to be signed on its behalf by the undersigned
thereunto duly authorized.