Attached files
| file | filename |
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| EX-31.2 - Mobile Presence Technologies Inc. | v199482_ex31-2.htm |
| EX-32.1 - Mobile Presence Technologies Inc. | v199482_ex32-1.htm |
| EX-31.1 - Mobile Presence Technologies Inc. | v199482_ex31-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Amendment No. 2
(Mark One)
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x
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QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For the quarterly period ended March
31,
2010
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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For the transition period from
__________________ to __________________
Commission file number: 333-147666
CHINA SHANDONG INDUSTRIES,
INC.
(Name of registrant as specified in its
charter)
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Delaware
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20-8545693
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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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No. 2888 Qinghe Road
Development Zone Cao County
Shandong
Province,
China
274400
(Address of principal executive
offices)(Zip Code)
(86)
530-3431658
(Registrant’s telephone number, including area
code)
N/A
(Former name, former address and
former fiscal year, if
changed since last report)
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 ¨
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 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 ¨
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Accelerated filer ¨
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Non-accelerated filer ¨ (Do not check if smaller reporting
company)
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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 ¨ No
x
EXPLANATORY
NOTE
This
Quarterly Report on Form 10-Q/A is being filed as Amendment No. 2 to our
Quarterly Report on Form 10-Q/A for the quarter ending March 31,
2010. The Form 10-Q was originally filed with the Securities and
Exchange Commission on May 13, 2010 and the Amendment No. 1 to the Form 10-Q was
filed on June 28, 2010.
On June
17, 2010, our management concluded that the unaudited financial statements for
the quarter ended March 31, 2010 could no longer be relied upon because of
errors in those financial statements. On June 23, 2010, the Company filed a
Current Report of 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-Q.
This
Amendment No. 2 to our Quarterly Report on Form 10-Q/A for the quarter ended
March 31, 2010 is being filed to reflect that the restatement of the Company’s
unaudited financial statements for the quarter ended March 31, 2010 resulted
from ineffective disclosure controls and procedures which in turn led to
ineffective internal controls over financial reporting.
Except as
specifically referenced herein, this Amendment No. 2 to the Quarterly Report on
Form 10-Q/A does not reflect any event occurring subsequent to June 28, 2010,
the filing date of the Company’s Amendment No. 1 to the Quarterly Report on Form
10-Q/A.
ITEM
4T. CONTROLS AND PROCEDURES.
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 March 31, 2010. 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 March 31, 2010.
However,
on June 17, 2010, our management concluded that our unaudited consolidated
financial statements for the quarter ended March 31, 2010 (as well as our
audited consolidated financial statements for the fiscal year ended December 31,
2009) 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-Q, 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
controls 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 controls over financial reporting, by
taking certain corrective steps that we believe considerably minimize the
likelihood of a recurrence of such an error. 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
Quarterly Report on Form 10-Q/A for the quarter ended March 31, 2010 does not
amend that conclusion.
1
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.
Changes
in Internal Control over Financial Reporting
Other
than the corrective steps referred to above, we have made no change in our
internal control over financial reporting during the last fiscal quarter that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Inherent
Limitations on Internal Controls
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
controls. 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
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 controls and procedures are
designed to provide reasonable assurance of achieving their
objectives.
2
SIGNATURES
Pursuant
to the requirements 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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October 20, 2010
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By:
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/s/
Jinliang Li
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Jinliang Li, Chief Executive Officer
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(Principal Executive Officer)
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October 20, 2010
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By :
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/s/
Yuhong Lei
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Yuhong
Lei, CFO
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(Principal Accounting and Financial Officer)
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