UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form i 10-K/A
Amendment No. 1
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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or
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to .
i U.S. NeuroSurgical Holdings, Inc.
(Name of small business issuer in its charter)
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i Delaware
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i 47-5370333
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(State of other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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i 1131 W 6th Street, i Ontario, i CA
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i 91672
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(Address of principal executive offices)
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(Zip Code)
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| Issuer's telephone number: |
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( i 949) i 249-1170 |
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Securities registered under Section 12(b) of the Act:
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None
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Securities registered under Section 12(g) of the Act:
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i Common Stock, par value $.01 per share
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Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ i No ☒
Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes ☐ i No ☒
Indicate by check mark whether the issuer (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.
i Yes ☒ No ☐
Indicate by check mark whether
the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of
Regulation S-T (Section 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).
i Yes ☒ 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.
| Large accelerated filer ☐ |
Accelerated filer ☐ |
i Non-accelerated Filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting company i ☒ |
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Emerging growth company i ☐ |
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
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If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of
the registrant included in the filing
reflect the correction of an error to previously issued financial statements.
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Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes i ☐ No ☒
As of
June 30, 2023 the aggregate market value of issuer's Common Stock held by non-affiliates was approximately $
i 710,297 ,based upon the closing price as reported on the OTC Pink marketplace for that day.
As of
March 22, 2024, there were outstanding
i 13,304,924
shares of the issuer’s Common Stock. $.01 par value.
EXPLANATORY NOTE
This Amendment No. 1 (
“Amendment No. 1”) to the Annual Report on Form 10-K/A amends the Annual Report on Form 10-K of U.S. NeuroSurgical Holdings,
Inc. (the
“Company”) for the fiscal year ended
December 31, 2023, as filed with the Securities and Exchange Commission (the
“SEC”) on
April 5, 2024 (the
“Original Filing”).
The purpose of this Amendment No. 1 is to correct the auditor's report included in the Original Filing. There were several errors in the auditor’s
report, which is being restated in its entirety.
The Company believes that none of these changes are material to an understanding of the results of operations or financial condition of
the Company.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications by our principal
executive officer and principal financial officer as required by Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15 of Part IV is amended to include the currently dated certifications as exhibits.
Except as expressly noted in this Amendment No. 1, this Amendment No. 1 does not reflect events that may have occurred subsequent to the filing date of
the Original Filing or modify or otherwise update any other disclosures contained in the Original Filing, including, without limitation, the financial statements. Accordingly, this Amendment No. 1 should be read in conjunction with the Original
Filing.
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of U.S. Neurosurgical Holdings Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of U.S. Neurosurgical Holdings Inc. and its
subsidiaries (collectively, the
“Company”) as of
December
31, 2023, and
December 31, 2022, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows, for the years ended
December 31, 2023, and
December 31, 2022, and the related notes (collectively referred to
as the
"Consolidated Financial Statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of
the Company as of
December 31, 2023, and
December 31, 2022, and the results of
its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Substantial doubt about
the Company’s ability to continue as a Going Concern and Management Plans
The accompanying consolidated financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note B (1) to the
financial statements,
the Company has an accumulated deficit of $2,390,000 and $1,710,000 as of
December 31, 2023, and
December 31, 2022, respectively and there is a working capital deficit of $80,000 as of
December 31, 2023. These conditions
raise substantial doubt about the uncertainty in
the Company’s ability to continue as a going concern. Management’s plans regarding this uncertainty are also described in Note B (1) to the financial statements. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
Basis for Opinion
These consolidated financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (
"PCAOB") and are required to be independent with respect to
the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.
Critical Audit Matters
The Critical Audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. We determined that there are no critical audit matters.
i Mercurius & Associates LLP
(Formerly known as AJSH & Co LLP)
i New Delhi, India
PCAOB ID: 3233
PART IV
| Item 15. |
Exhibits, Financial Statement Schedules.
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(a)
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Financial Statements and Financial Statement Schedules. None |
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Certifications of CEO and CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certifications of CEO and CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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Financial Statement Schedules. None |
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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U.S. NeuroSurgical Holdings, Inc. |
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(Registrant) |
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By
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In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of
the registrant and
in the capacities and on the dates indicated.
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President & Chairman of the Board
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Director
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Director
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Director
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6
