Attached files
| file | filename |
|---|---|
| EX-31.1 - NowAuto Group, Inc. | v176711_ex31-1.htm |
| EX-31.2 - NowAuto Group, Inc. | v176711_ex31-2.htm |
| EX-32.1 - NowAuto Group, Inc. | v176711_ex32-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACTOF 1934
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For
the fiscal quarter ended:
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Commission
file number:
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December
31, 2008
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000-50709
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NOWAUTO
GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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77-0594821
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(State
or other jurisdiction
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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4240 E
Elwood, Phoenix, Arizona 85040
(address
of principal executive offices, including zip code)
(602)
431-0015
(Registrant's
telephone number, including area code)
Indicate
by check mark whether the Registrant (1) has filed all reports 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 is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act). Yes o No
x
Indicate
the number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date.
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Title
of Each Class
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Outstanding
at December 31, 2008
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Common
Stock, par value $0.001 per share
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9,843,046
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This filing is an abbreviated
amendment of the Form 10-Q for the period ending December 31, 2008. It's purpose
is to correct dates in Item 9A.
Item
4. Controls and Procedures
a) EVALUATION OF DISCLOSURE CONTROLS AND
PROCEDURES
The
Company carried out, under the supervision and with the participation of the
Company’s management, including the Company’s Chief Executive Officer and the
Company’s Chief Financial Officer, an evaluation of the effectiveness of the
design and operation of the Company’s disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act
of 1934, as amended). Based on their evaluation, the Company’s Chief Executive
Officer and its Chief Financial Officer concluded that, as of December 31, 2008,
the Company’s disclosure controls and procedures were not effective because of
the material weaknesses identified as of such date discussed below.
Notwithstanding, the existence of the material weaknesses described below,
management has concluded that the consolidated financial statements in this Form
10-K fairly present, in all material respects, the Company’s financial position,
results of operations and cash flows for the periods and dates
presented.
(b) MANAGEMENT'S ANNUAL REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934. Our 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. 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.
With the
participation of the Company’s Chief Executive Officer and Chief Financial
Officer, management conducted an evaluation of the effectiveness of our internal
control over financial reporting as of December 31, 2008, based on the framework
and criteria established in Internal Control – Integrated
Framework, issued by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”).
A
material weakness is a significant deficiency, or combination of significant
deficiencies, that result in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will occur and not be
detected by management before the financial statements are published. In
its assessment of the effectiveness in internal control over financial reporting
as of June 30, 2008, the Company determined that there were control deficiencies
that constituted material weakness, as described below.
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Ø
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While
the Company does have skilled accounting staff, the number of staff is not
adequate to achieve division of duties as a
control.
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Ø
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We
have not tested the operating effectiveness of our controls over financial
reporting. During our review process we created and implemented new
controls and procedures. However due to time and staff constraints, we did
not test our controls over financial reporting in accordance with COSO
standards. Since we have not completely tested our controls, we have
determined that our controls over financial reporting were
ineffective.
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Due to
these material weaknesses, management concluded that our internal control over
financial reporting was not effective as of December 31, 2008.
During the quarter ending December 31,
2008, there were substantial changes in our internal control over financial
reporting we converted into a new fully integrated, enterprise-wide software
system specific to the BH/PH industry. This new system offers a solution for all
departments including the one that previously had none. Most transactions are
now recorded automatically instead of manually. As part of the conversion
process, policies and procedures are reviewed and altered to fit the new system
and to improve internal controls. The new system also improves control over cash
payments made by customers. Management believes that this conversion will be a
very beneficial one in that it will improve our ability to capture costs and
recover them in the sales price of the vehicle. It has also solved two of the
material weaknesses in internal controls as previously identified in the Form
10-K for the fiscal year ended June 30, 2008. Additional resources will
allocated as time and money allows to address the staffing, control assessment,
and control testing.
Item
15 - Exhibits
31.1.
Rule 13a-14(a) certification
31.2.
Rule 13a-14(a) certification
32.1.
Rule Section 1350 certification
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.
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NOW
AUTO GROUP, INC.
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Date:
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By:
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/s/ Scott
Miller,
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3/9/10
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Scott
Miller,
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Chief
Executive Officer
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NOW
AUTO GROUP, INC.
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Date:
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By:
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/s/ Faith
Forbis
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3/9/10
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Faith
Forbis
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Chief
Financial Officer, Principle Accounting
Officer
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