Attached files
file | filename |
---|---|
EX-31.1 - EXHIBIT 31-1 - Trucept, Inc. | ex31-1.htm |
EX-32.1 - EXHIBIT 32-1 - Trucept, Inc. | ex32-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Mark
One)
x ANNUAL REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended June 30,
2009
o TRANSITION REPORT
UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
transition period from ______________ to________________
Commission
file number 000-29895
SMART-TEK SOLUTIONS
INC.
(Name of
small business issuer in its charter)
Nevada
|
98-0206542
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
3702
South Virginia Street, Suite G12-401
Reno,
NV
|
89502
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Issuer’s
telephone number 604.270.2084
Securities
registered under Section 12(b) of the Exchange Act:
None
|
N/A
|
|
Title
of each class
|
Name
of each exchange on which
registered
|
Securities
registered under Section 12(g) of the Exchange Act:
Common Stock, $0.001 par
value
(Title of
class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
|
|||||
Yes o No x
|
|||||
Indicate
by check mark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Act.
|
|||||
Yes o
No x
|
|||||
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
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 x No
o
|
||||
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 o
No o
|
|||||
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant’s knowledge, in
definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this
Form 10-K.
o
|
|||||
|
|||||
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.
|
|||||
Large
accelerated
filer o
Non-accelerated
filer o
|
Accelerated
filer o
Smaller
reporting company x
|
||||
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).
|
|||||
Yes o No x
|
State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter: $24,632
based on a price of $0.0025 per share, being the average of the bid and ask
prices of the issuer on the Over-the-Counter Bulletin Board on December 31,
2008.
(ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Check
whether the issuer has filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes o
No o N/A
(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date. 69,314,124 shares of common stock as
of October 9, 2009.
DOCUMENTS
INCORPORATED BY REFERENCE
If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933 (“Securities Act”). The listed
documents should be clearly described for identification purposes
(e.g., annual report to security holders for fiscal year ended December 24,
1990). N/A
Transitional
Small Business Disclosure Format (Check one): Yes o No x
Explanatory
Note
Smart-Tek
Solutions Inc., a Nevada corporation (the “Company”), is amending its Annual
Report on Form 10-K (the “Annual Report”) to correct a typographical error with
respect to the disclosure contained in Item 9A(T)- Controls and Procedures
regarding the Company’s disclosure controls and procedures and internal control
over financial reporting.
Other
than the foregoing item, no part of the Annual Report on Form 10-K filed on
October 13, 2009 is being amended, and the filing of this Annual Report on Form
10-K/A should not be understood to mean that any other statements contained
therein are untrue or incomplete as of any date subsequent to October 13,
2009.
2
ITEM
9A(T). CONTROLS AND PROCEDURES
As
required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities
Exchange Act of 1934, the Company’s principal executive officer and principal
financial officer evaluated the Company’s disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of
the period covered by this Annual Report on Form 10-K. Based on this evaluation,
these officers concluded that as of June 30, 2009 these disclosure controls and
procedures were effective to ensure that the information required to be
disclosed by the Company in reports it files or submits under the Exchange Act
is recorded, processed, summarized and reported within the time periods
specified in the rules and forms of the Securities and Exchange Commission and
include controls and procedures designed to ensure that such information is
accumulated and communicated to the Company’s management, including the
Company’s principal executive officer and principal financial officer, to allow
timely decisions regarding required disclosure. Because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues, if any, within the Company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple
error or mistake.
B.
Management’s Report on Internal Control Over Financial Reporting
Management
is responsible for establishing and maintaining adequate internal control over
our financial reporting. In order to evaluate the effectiveness of internal
control over financial reporting, as required by Section 404 of the
Sarbanes-Oxley Act, management has conducted an assessment, including testing,
using the criteria in Internal Control — Integrated Framework, issued by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our
system of internal control over financial reporting is designed 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. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements.
Based on
our evaluation under the framework in Internal Control-Integrated Framework, our
Chief Executive Officer and Chief Financial Officer concluded that our internal
control over financial reporting were effective as of June 30,
2009.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. In addition, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions and that the degree of compliance
with the policies or procedures may deteriorate.
This
Annual Report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Our internal control over financial reporting was not subject to
attestation by our independent registered public accounting firm pursuant to
temporary rules of the SEC that permit us to provide only management’s report in
this Annual Report.
C.
Changes in Internal Control Over Financial Reporting.
There
were no changes in the Company’s internal control over financial reporting
during the quarter ended June 30, 2009 that have materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.
3
ITEM
15. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES.
Exhibit Number
|
Description
|
3.1
|
Articles
of Incorporation as amended(1)
|
3.2
|
Bylaws(1)
|
3.3
|
Certificate
of Amendment to Certificate of Incorporation (2)
|
4.1
|
Incentive
Stock Option Plan (1)
|
4.2
|
Non-Qualified
Incentive Stock Option Plan (1)
|
4.3
|
Stock
Bonus Plan (1)
|
4.4
|
2005
Incentive Stock Plan (2)
|
10.1
|
Letter
of Intent between Smart-Tek Communications and Smart-Tek Solutions Inc.
dated March 8, 2005 (3)
|
10.2
|
Share
Exchange Agreement between Registrant and Smart-Tek Communication, Inc
dated April 15, 2005 (4)
|
10.3
|
Employment
Agreement with Perry Law dated April 23, 2005 (5)
|
10.4
|
Employment
Agreement with Stephen Platt dated April 23, 2005 (5)
|
10.5
|
Stock
Option Grant to Perry Law dated April 23, 2005 (6)
|
10.6
|
Stock
Option Grant to Stephen Platt dated April 23, 2005 (6)
|
10.7
|
Form
of Debt Settlement and Subscription Agreement dated June 23, 2008 among
Smart-Tek Solutions Inc., Perry Law, P5 Holdings Ltd., Joe Law, Denis
Gallant and Gev 2000 KFT(7)
|
10.8
|
Lease
Agreement between Smart-Tek Communications, Inc. and Protec Installations
Group dated March 1, 2008(8)
|
10.9
|
Marketing
Partner Agreement dated June 17, 2009 among Smart-Tek Solutions Inc.,
Smart-Tek Automated Systems Inc. and Brian Bonar.(9)
|
10.10
|
Settlement
Agreement and General Release made as of July 10, 2009 between Smart-Tek
Solutions Inc. and Richardson Patel LLP (11)
|
10.11
|
Amendment
to Employment Agreement between Smart-Tek Communications Inc. and Perry
Law dated July 31, 2009(11)
|
10.12
|
Strategic
Marketing Partner Agreement between Smart-Tek Automated Services Inc. and
ACEO Inc. dated August 1, 2009(11)
|
10.13
|
Form
of Debt Settlement and Subscription Agreement dated September 30,
2009(11)
|
14.1
|
Amended
and Restated Code of Ethics(10)
|
21.1
|
Subsidiaries(11)
|
31.1*
|
|
32.1*
|
*Filed
herewith
(1) Incorporated
by reference to our Registration Statement on Form 10-SB, filed September 28,
1995.
(2) Incorporated
by reference to our Annual Report on Form 10-KSB, filed October 26,
1995.
(3) Incorporated
by reference to our Current Report on Form 8-K, filed March 8,
2005.
(4) Incorporated
by reference to our Current Report on Form 8-K, filed April 19,
2005.
(5) Incorporated
by reference to our Current Report on Form8-K, filed April 27,
2005.
(6) Incorporated
by reference to our Current Report on Form 8-K, filed on August 22,
2005.
(7) Incorporated
by reference to our Current Report on Form 8-K, filed on June 27,
2008.
4
(8) Incorporated
by reference to our Form 10-Q for the period ended December 31, 2008, filed on
February 23, 2009.
(9) Incorporated
by reference to our Current Report on Form 8-K, filed on June 24,
2009.
(10) Incorporated
by reference to our Annual Report on Form 10-KSB, filed October 15,
2008.
(11) Incorporated
by reference to our Annual Report on Form 10-K, filed October 13,
2009.
5
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
SMART-TEK
SOLUTIONS INC.
/s/ Brian
Bonar
Brian
Bonar
President
Date: February
24, 2010
In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ Perry
Law
Perry Law
Chief Executive Officer, Chief
Financial Officer
and Director
(Principal Executive Officer, Principal
Accounting Officer
and Principal Financial
Officer)
Date: February
24, 2010
/s/ Brian
Bonar
Brian Bonar
President and Director
Date: February
24, 2010
/s/ Owen
Naccarato
Owen Naccarato
Director
Date: February
24, 2010
6