Attached files
| file | filename |
|---|---|
| EX-32.1 - TELESTONE TECHNOLOGIES CORP | v184126_ex32-1.htm |
| EX-23.1 - TELESTONE TECHNOLOGIES CORP | v184126_ex23-1.htm |
| EX-32.2 - TELESTONE TECHNOLOGIES CORP | v184126_ex32-2.htm |
| EX-31.2 - TELESTONE TECHNOLOGIES CORP | v184126_ex31-2.htm |
| EX-31.1 - TELESTONE TECHNOLOGIES CORP | v184126_ex31-1.htm |
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 10-K/Amendment
No. 1
(Mark
One)
|
x
|
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 December 31, 2009
or
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¨
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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 __________
COMMISSION
FILE NUMBER: 001-32503
TELESTONE
TECHNOLOGIES CORPORATION
(Name of
Small Business Issuer Specified in Its Charter)
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Delaware
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84-1111224
|
|
(State
of incorporation)
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(IRS
Employer Identification
Number)
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Floor 6,
Saiou Plaza, No. 5 Haiying Road, Fengtai Technology
Park,
Beijing, China 100070
(Address
of principal executive offices) (Zip Code)
86-10-8367-0088
(Issuer's
telephone number, including area code)
Securities
registered under Section 12(b) of the Exchange Act:
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Common
Stock, $.001 Par Value
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The
Nasdaq Global Select Market
|
|
(Title
of Class)
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(Name
of each exchange on which
registered)
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Securities
registered under Section 12(g) of the Exchange
Act: none.
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 Sections 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 Website, 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 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 Act.
|
Large
accelerated filer ¨
|
Accelerated
filer ¨
|
Non-accelerated
filer ¨
(Do
not check if a smaller
reporting
company)
|
Smaller
reporting
company
þ
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act):
Yes ¨ No þ
The
aggregate market value of the 6,366,550 shares of voting and non-voting
common equity stock held by non-affiliates of the registrant was $ 25,338,869.00
as of June 30, 2009, the last business day of the registrant’s most recently
completed second fiscal quarter, based on the last sale price of the
registrant’s common stock on such date of $3.98 per share, as reported by The
NASDAQ Stock Market, Inc.
As
of March 29, 2010, there were 10,548,264 shares of common stock of
Telestone Technologies Corporation outstanding.
EXPLANATORY
NOTE
This
Amendment No. 1 to our Annual Report on Form 10-K for the year ended December
31, 2009 (“Original 10-K”) initially filed with the Securities and
Exchange Commission on March 31, 2010 is being filed solely to include the
independent registered public accounting firm’s consent. The contents of the
entire Original 10-K, including the financial statements, are incorporated by
reference herein in its entirety.
ITEM 15. EXHIBITS
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Exhibit
Number
|
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Description of Exhibit
|
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2
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Agreement
Concerning the Exchange of Securities by and among Milestone Capital, Inc.
and EliteAgents, Inc., dated January 2, 2002 (incorporated by reference to
Exhibit 10.1 to the Company’s Form 8-K dated January 19,
2002).
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|
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3.1
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Articles
of Incorporation of the Company (incorporated by reference to Exhibit 3.1
to the Company’s Form 10-KSB for the year ended December 31,
1998).
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3.1.1
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Certificate
of Amendment dated August 13, 2004, implementing the reverse merger
pursuant to the Bankruptcy Court Order Approving Disclosure Statement and
Confirming First Amended Plan of Liquidation and filed with the Secretary
of State of the State of Delaware on the 17th
day of August, 2004 (incorporated by reference to Exhibit 3.1.1 to the
Company’s Form 10-KSB for the year ended December 31,
2003).
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|
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3.1.2
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Certificate
of Incorporation dated August 13, 2004, reincorporating under the name of
Telestone Technologies Corporation and filed with the Secretary of State
of the State of Delaware on the 13th
day of August, 2004 (incorporated by reference to Exhibit 3.1.2 to the
Company’s Form 10-KSB for the year ended December 31,
2003).
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|
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3.1.3
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Bylaws
of the Company, adopted on the 18th
day of August, 2004 (incorporated by reference to Exhibit 3.1.3 to the
Company’s Form 10-KSB for the year ended December 31,
2003).
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3.2
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Articles
of Amendment to the Articles of Incorporation of the Company (incorporated
by reference to Exhibit 3.2 to the Company’s Form 10-KSB for the year
ended December 31, 1998).
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3.3
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Bylaws
of the Company (incorporated by reference to Exhibit 3.3 to the Company’s
Form 10-KSB for the year ended December 31, 1998).
|
|
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10.1
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Warehouse
Loan and Security Agreement by and among EliteAgents, Inc. and The
Provident Bank, dated May 30, 2001 (incorporated by reference to Exhibit
10.1 to the Company’s Form 10-KSB for the year ended December 31,
2001).
|
|
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10.2
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Lease
Agreement by and among Ralph L. Brass & Company and EliteAgents, Inc.
for the property located at 39 Plymouth Street, Fairfield New Jersey,
dated March 4, 2000 (incorporated by reference to Exhibit 10.2 to the
Company’s Form 10-KSB for the year ended December 31,
2001).
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|
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10.3
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Share
Transfer Agreement, dated as of July 5, 2007 by and among Shandong Guolian
Telecommunication Technology Limited Company, the transferors listed
therein and Beijing Telestone Wireless Telecommunication Company Ltd
(incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K filed
on July 11, 2007.
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10.3
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Milestone
Capital, Inc. Stock Option Plan (incorporated by reference to Exhibit 10.3
to the Company’s Form 10-KSB for the year ended December 31,
2001).
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Exhibit
Number
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Description of Exhibit
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14.1
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Code
of Ethics, dated December 2004 (incorporated by reference to Exhibit 14.1
to the Company’s Form 10-KSB for the year ended December 31,
2004).
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21.1
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Subsidiaries
of the Company (incorporated by reference to Exhibit 21.1 to the Company’s
Form 10-KSB/A for the year ended December 31, 2007 filed on October 21,
2008).
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*23.1
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Consent
of Mazars CPA Limited.
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*31.1
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Statement
of Chief Executive Officer Furnished Pursuant To Section 302 Of The
Sarbanes-Oxley Act Of 2002, 18 U.S.C. Section 1350.
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*31.2
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Statement
of Chief Financial Officer Furnished Pursuant To Section 302 Of The
Sarbanes-Oxley Act Of 2002, 18 U.S.C. Section 1350.
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*32.1
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Statement
of Chief Executive Officer Furnished Pursuant To Section 906 Of The
Sarbanes-Oxley Act Of 2002, 18 U.S.C. Section 1350.
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*32.2
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Statement
of Chief Financial Officer Furnished Pursuant To Section 906 Of The
Sarbanes-Oxley Act Of 2002, 18 U.S.C. Section
1350.
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*Filed
herewith.
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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TELESTONE
TECHNOLOGIES CORPORATION
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||
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Date:
May 10, 2010
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||
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By:
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/s/ Han Daqing
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Han
Daqing
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||
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Director,
Chief Executive Officer,
President
and Chairman of the
Board
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||
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.
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Signature
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Title
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Date
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||
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/s/ Han Daqing
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Chief
Executive Officer
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May
10, 2010
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||
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Han
Daqing
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(Principal
Executive Officer)
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|||
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/s/ Li Hong
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Chief
Financial Officer
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May
10, 2010
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||
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Li
Hong
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(Principal
Financial and
Accounting
Officer)
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|||
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/s/ Li Ming
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Director
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May
10, 2010
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Li
Ming
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||||
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/s/ Zhu Lian
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Director
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May
10, 2010
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Zhu
Lian
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||||
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/s/ Cheng Guanghui
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Director
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May
10, 2010
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||
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Cheng
Guanghui
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||||
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/s/ Pan Guobin
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Director
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May
10, 2010
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Pan
Guobin
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