Attached files
| file | filename |
|---|---|
| EX-31.1 - Mobile Presence Technologies Inc. | v199478_ex31-1.htm |
| EX-31.2 - Mobile Presence Technologies Inc. | v199478_ex31-2.htm |
| EX-32.1 - Mobile Presence Technologies Inc. | v199478_ex32-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
AMENDMENT
NO. 2
(Mark one)
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x
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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 December 31,
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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Commission
File Number: 333-147666
CHINA
SHANDONG INDUSTRIES, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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20-8545693
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(State
of incorporation)
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(I.R.S.
Employer Identification No.)
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No. 2888
Qinghe Road
Development
Zone Cao County
Shandong Province, China
274400
(Address
of principal executive offices) (Zip Code)
Registrant’s
Telephone Number, including area code: (86) 530-3431658
Securities
registered pursuant to Section 12(b) of the Exchange Act:
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Title
of Each Class
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Name
of Each Exchange on which Registered
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None
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Not
Applicable
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Securities registered pursuant to
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 o No
x
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 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 the 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. x
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.
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Large
Accelerated Filer o
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Accelerated
Filer o
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|
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Non-Accelerated
Filer o
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Smaller
Reporting Company x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No
x
The
aggregate market value of voting and non-voting stock held by non-affiliates of
the registrant as of the last business day of the registrant’s most recently
completed second fiscal quarter was $3,278,435.
There
were 12,862,501 shares of common stock outstanding as of October 20,
2010.
DOCUMENTS
INCORPORATED BY REFERENCE
None
EXPLANATORY
NOTE
This
Annual Report on Form 10-K/A is being filed as Amendment No. 2 to our Annual
Report on Form 10-K/A for the fiscal year ended December 31,
2009. The Form 10-K was originally filed with the Securities and
Exchange Commission on April 15, 2010 and the Amendment No. 1 to the Form 10-K
was filed on June 28, 2010.
On June
17, 2010, our management concluded that the audited consolidated financial
statements for the fiscal year ended December 31, 2009 could no longer be relied
upon because of errors in those financial statements. On June 23, 2010, the
Company filed a Current Report on Form 8-K disclosing the need to restate its
financials and the reasons for the restatement. The Company restated
those financial statements to make the necessary accounting corrections in its
Amendment No. 1 to the Form 10-K.
This
Amendment No. 2 to our Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2009 is being filed to reflect that the restatement of the
Company’s audited financial statements for the fiscal year ended December 31,
2009 resulted from ineffective disclosure controls and procedures which in turn
led to ineffective internal control over financial reporting.
Except as
specifically referenced herein, this Amendment No. 2 to the Annual Report on
Form 10-K/A does not reflect any event occurring subsequent to June 28, 2010,
the filing date of the Company’s Amendment No. 1 to the Annual Report on Form
10-K/A.
Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
SEC’s rules and forms, and that such information is accumulated and communicated
to our management, including our chief executive officer and chief financial
officer, as appropriate, to allow timely decisions regarding required
disclosure. In designing and evaluating the disclosure controls and procedures,
management recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily is required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and
procedures.
Our chief
executive officer and chief financial officer evaluated the effectiveness of the
Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under
the Securities Exchange Act of 1934, as amended) as of December 31, 2009. Based
on such evaluation, our chief executive officer and chief financial officer
concluded at the time that our disclosure controls and procedures were effective
as of December 31, 2009.
However,
on June 17, 2010, our management concluded that our audited consolidated
financial statements for the fiscal year ended December 31, 2009 (as well as our
unaudited consolidated financial statements for the fiscal quarter ended March
31, 2010) could no longer be relied upon. On June 23, 2010, we filed
a Current Report on Form 8-K disclosing the need to restate our financials and
the reasons for the restatement. We restated those financial
statements to make the necessary accounting corrections in our Amendment No. 1
to the Form 10-K, which we filed on June 28, 2010.
As a
result of the conclusion that we needed to restate our financial statements for
the periods ended December 31, 2009 and March 31, 2010, our chief executive
officer and chief financial officer concluded that our disclosure controls and
procedures were ineffective as of such dates. Further, the conclusion
that our disclosure controls and procedures were ineffective led our chief
executive officer and chief financial officer to conclude that our internal
control over financial reporting were also ineffective.
We
believe that we have, since the date that the error leading to the restatement
was discovered, improved the effectiveness of our disclosure controls and
procedures, and hence also our internal control over financial reporting, by
taking certain corrective steps that we believe considerably minimize the
likelihood of a recurrence of such an error (please see below for a description
of these steps). As a result, our chief executive officer and chief
financial officer concluded, in connection with their evaluation of the
Company’s disclosure controls and procedures as of June 30, 2010, that our
disclosure controls and procedures were effective as of such date and therefore
made statements to such effect in the Quarterly Report on Form 10-Q for the
quarterly period then ended. This Amendment No. 2 to our Annual Report on Form
10-K/A for the fiscal year ended December 31, 2009 does not amend that
conclusion.
Inherent
Limitations on Disclosure Controls and Procedures
The
effectiveness of our disclosure controls and procedures is subject to various
inherent limitations, including cost limitations, judgments used in decision
making, assumptions about the likelihood of future events, the soundness of our
systems, the possibility of human error, and the risk of fraud. Moreover,
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 the risk that the degree of compliance with policies or procedures may
deteriorate over time. Because of these limitations, there can be no assurance
that any system of disclosure controls and procedures will be successful in
preventing all errors or fraud or in making all material information known in a
timely manner to the appropriate levels of management.
Management’s
Annual Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rule 13a-15(f) and 15d-(f) under
the Exchange Act. Our internal control over financial reporting are designed to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of consolidated financial statements for external purposes
in accordance with U.S. generally accepted accounting principles. Our internal
control over financial reporting include 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 our assets;
(ii) provide
reasonable assurance that transactions are recorded as necessary to permit the
preparation of our consolidated financial statements in accordance with U.S.
generally accepted accounting principles, and that our receipts and expenditures
are being made only in accordance with authorizations of our management and
directors; and
(iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the consolidated financial statements.
Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2009. In making this assessment, management used
the criteria set forth in Internal Control Over Financial Reporting — Guidance
for Smaller Public Companies issued by the Committee of Sponsoring Organizations
of the Treadway Commission.
As
discussed above, our management has concluded that our internal control over
financial reporting were ineffective as December 31, 2009 at the reasonable
assurance level. However, we believe that we have since the date that the error
leading to the restatement was discovered improved the effectiveness of our
disclosure controls and procedures as well as our internal control over
financial reporting by taking certain corrective steps that we believe
considerably minimize the likelihood of a recurrence of such an
error. We have:
1. Designed
a disclosure controls and procedures policy pursuant to which our management
has, among other things:
(a) identified
the definition, objectives, application and scope of our disclosure controls and
procedures;
(b) delineated
the duties of each member of the group responsible for maintaining the
effectiveness of our disclosure controls and procedures. This group
consists of:
(i) Our
chief executive officer;
(ii) Our
chief financial officer;
(iii) The
members of our audit committee;
(iv) Individuals
within our finance department, who are also assigned the responsibility, subject
to our management’s supervision, to prepare and assure compliance with
both our internal control over financial reporting as well as our
disclosure controls and procedures; and
(v) An
external consultant engaged to review our disclosure controls and procedures on
a regular basis.
2. Prepared
a manual that each member responsible for our disclosure controls and procedures
must be familiar with.
3. Initiated
activities to regularly evaluate the effectiveness of our disclosure controls
and procedures, including but not limited to:
(a) Performing
interviews with key personnel throughout our company who are involved in
identifying material information, and preparing, reviewing and approving
regulatory filings to ensure that our disclosure controls and procedures are
operating as designed;
(b) Establishing
and maintaining a communication program between all parties involved in our
operations, governance, and public disclosures
(c) Conducting
ongoing training for our senior management; and
(d) Emphasizing
the role of the audit committee in its leading role in reviewing and ensuring
compliance with our policy of disclosure controls and procedures.
Our
management has been actively engaged in planning for, designing and implementing
the corrective steps described above to enhance the effectiveness of our
disclosure controls and procedures as well as our internal control over
financial reporting. Our management, together with our board of directors, is
committed to achieving and maintaining a strong control environment, high
ethical standards, and financial reporting integrity.
Inherent
Limitations on Internal Control
Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations, including
the possibility of human error and circumvention by collusion or overriding of
control. Accordingly, even an effective internal control system may not prevent
or detect material misstatements on a timely basis. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that the
controls may become inadequate because of changes in conditions or that the
degree of compliance with the policies or procedures may
deteriorate. Accordingly, our internal control over financial
reporting is designed to provide reasonable assurance of achieving their
objectives.
Changes
in Internal Control over Financial Reporting
Other
than the corrective steps referred to above, we have made no changes to our
internals control over financial reporting during the last fiscal quarter that
have materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Attestation
Report of the Registered Public Accounting Firm
This
Amendment No. 2 does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Our management’s report 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 Amendment
No.2.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
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CHINA
SHANDONG INDUSTRIES, INC.
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|||
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October
20, 2010
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By:
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/s/
Jinliang Li
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| Name: Jinliang Li | |||
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Title: Chief Executive Officer and Chairman
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|||
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October
20, 2010
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By:
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/s/
Yuhong Lei
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| Name: Yuhong Lei | |||
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Title: Chief Financial Officer
(Principal Accounting
and
Financial Officer)
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Pursuant
to the requirements of 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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By:
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/s/
Jinliang Li
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October
20, 2010
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| Name: Jinliang Li | |||
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Title:
Chief Executive Officer and Chairman (Principal
Executive Officer)
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|||
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By:
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/s/
Yuhong Lei
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October
20, 2010
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| Name: Yuhong Lei | |||
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Title:
Chief Financial Officer (Principal Accounting and Financial
Officer)
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By:
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/s/
Jiawei Li
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October
20, 2010
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| Name: Jiawei Li | |||
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Title:
Director
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By:
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/s/
Yvonne Zhang
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October
20, 2010
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| Name: Yvonne Zhang | |||
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Title:
Independent Director
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By:
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October
20, 2010
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| Name: Man Zhang | |||
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Title:
Independent Director
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|||
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By:
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/s/
Fuhua Wu
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October
20, 2010
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| Name: Fuhua Wu | |||
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Title:
Independent Director
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