Attached files
U.
S. Securities and Exchange Commission
Washington,
D. C. 20549
FORM
10-K/A
(Amendment
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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For the fiscal year ended September
30, 2009
or
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£
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TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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INFRARED SYSTEMS
INTERNATIONAL
(Exact
name of registrant as specified in its Charter)
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Nevada
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38-3767357
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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15
N. Longspur Drive, The Woodlands, Texas
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77380
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(310)
213-2143
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Registrant's
Telephone Number (including area
code)
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Securities registered pursuant to
Section 12 (b) of the Act:
Title of each
class Name
of each exchange on which registered
Securities registered pursuant to
section 12(g) of the Act:
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 £ No
þ
Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section
15(d) of the Act:
Yes £ No þ
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 þ No £
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 No
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.
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
Large
accelerated filer £ Accelerated
filer £
Non-accelerated
filer £
Smaller reporting company þ
Indicate
by check mark whether the registrant is a shell company, as defined in Rule
12b-2 of the Exchange Act.
Yes £ No þ
The
aggregate market value of the approximately 793,289 shares of the registrant's
Common Stock held by nonaffiliates on August 11, 2009 was approximately $15,866
based on the average bid and asked price of such Common Stock on August 11, 2009
(the date that the Common Stock became listed on the OTCBB). For purposes of
this computation all officers, directors and 5% beneficial owners of the
registrant are deemed to be affiliates. Such determination should not be deemed
an admission that such officers, directors and beneficial owners are, in fact,
affiliates of the registrant.
Indicate
the number of shares outstanding of each of the Registrant’s classes of common
stock, as of the latest practicable date:
1,167,279 shares of Common Stock as of
November 9, 2009.
DOCUMENTS INCORPORATED BY
REFERENCE: None
EXPLANATORY
STATEMENT
This
Amendment No. 1 on Form 10-K/A (the “Amendment”) amends the Registrant’s Annual
Report on Form 10-K filed by the Registrant on December 18, 2009, and is being
filed solely to replace in its entirety the information required by Item
9A. This Amendment includes new principal executive officer and
principal financial officer certifications as required by Rule 12b-15 under the
Exchange Act. This Amendment does not amend or alter any other
information set forth in Registrant’s Annual Report on Form 10-K filed on
December 18, 2009.
ITEM
9A. CONTROLS
AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures.
The term
“disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to
the controls and other procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that it files
under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded,
processed, summarized and reported within required time periods. The Company
maintains disclosure controls and procedures.
As
required by Rule 13a-15(f), our management, with the participation of the Chief
Executive Officer and the Chief Financial Officer, Mr. Gary E. Ball, has
evaluated the effectiveness of the Company’s disclosure controls and procedures
as of September 30, 2009, the end of the period covered by this annual report
(the “Evaluation Date”). Based on that evaluation, the Company’s Chief Executive
Officer and Chief Financial Officer concluded that, as of the Evaluation Date,
our disclosure controls and procedures were ineffective to ensure that
information required to be disclosed by us in reports we file or submit under
the Exchange Act was complete because we failed to provide all disclosures in
our Annual Report required by Item 308T of Regulation S-K.
The
Company has remedied this failure by amending our Annual Report to include all
disclosures required by Item 308T. Since the ineffectiveness related
solely to our failure to provide all required information regarding our
assessment, management otherwise believes that the financial information set
forth in the financial statements was reliable and obtained on a timely
basis.
Management’s
Report on Internal Control over Financial Reporting
Management
is responsible for establishing and maintaining adequate internal control over
financial reporting. 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. With the
participation of our Chief Executive Officer and Chief Financial Officer, we
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures as of September 30, 2009 based on the criteria
established in Internal
Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) as well as criteria established
in Items 307 and 308T of Regulation S-K.
The
Company’s internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with accounting principles generally accepted
in the United States of America, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of management and
directors of the Company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or
disposition of the Company’s assets that could have a material effect on the
financial statements.
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.
Based on
its evaluation, the Company’s Chief Executive Officer and Chief Financial
Officer concluded that, as of September 30, 2009, due to a material weakness,
our internal controls over financial reporting were ineffective, since all
disclosures required by Item 308T were not included in our Annual Report for the
fiscal year ended September 30, 2009. The Company has revised its
procedure for the review of filings with the SEC to remedy this
deficiency. Management also has determined that material weaknesses
exist due to a lack of segregation of duties, resulting from the Company’s
limited resources. The Company is considering changes to its
procedures to offset the lack of segregation of duties. The Company
is not aware of any other deficiencies in its system of internal controls over
financial reporting.
Changes
in Internal Control Over Financial Reporting
Except as
described above, there were no changes in the Company’s internal control over
financial reporting that occurred during the period covered by this report that
have materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting.
This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management’s report in this Annual Report on Form 10-K.
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.
INFRARED
SYSTEMS INTERNATIONAL
By /S/
Gary E. Ball
___________________________________________________
Gary
E. Ball, President, Chief Executive Officer,
Principal
Financial Officer and Principal Accounting Officer
Dated: April
12, 2010