Attached files
| file | filename |
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| EX-32.1 - CERTIFICATION - EcoReady Corp | f10k2009a1ex32i_ecoready.htm |
| EX-31.1 - CERTIFICATION - EcoReady Corp | f10k2009a1ex31i_ecoready.htm |
| EX-32.2 - CERTIFICATION - EcoReady Corp | f10k2009a1ex32ii_ecoready.htm |
| EX-31.2 - CERTIFICATION - EcoReady Corp | f10k2009a1ex31ii_ecoready.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 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: December 31, 2009
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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 No. 000-52910
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ECOREADY CORPORATION
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(Name of Small Business Issuer in Its Charter)
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Florida
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65-0736042
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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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555 Winderley Place, Suite 300
Orlando, FL
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32751
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(Address of Principal Executive Offices)
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(Zip Code)
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Issuer’s telephone number, including area code: (407) 571-6846
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act: Common Stock
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 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 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. þ
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) 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 o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
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 Rule12b-2 of the Exchange Act). Yes þ No ¨
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of December 31, 2007, was approximately $0.
The number of shares outstanding of the registrant’s common stock as of December 31, 2009 was 392,457.
Documents Incorporated by Reference: None
EXPLANATORY NOTE
EcoReady Corporation, formerly known as Centracan Incorporated (the “Company”), is filing this Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2009, filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 16, 2010 (the “Original Filing”), to respond to a comment letter issued by the staff of the SEC and to revise the disclosure in Item 9A(T). This Form 10-K/A continues to speak as of the date of the Original Filing, April 16, 2010. As reported in the Company’s Current Report on Form 8-K, as filed with the SEC on May 18, 2010, the Company merged with PerfPower Corporation, formerly known as EcoReady Corporation, on May 11, 2010. Our post-merger officers and directors are filing and certifying this Amendment.
Item 9A(T). Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Based on management’s evaluation (with the participation of our Chief Executive Officer (“CFO”) and Chief Financial Officer (“CFO”)), as of the end of the period covered by this report, our CEO and CFO have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), are not effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Management Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
Management assessed our internal control over financial reporting as of December 31, 2009, the end of our fiscal year. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of elements such as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.
Based on our assessment, management has concluded that our internal control over financial reporting was not effective as of the end of the fiscal year to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Our management has concluded that we have material weaknesses in our internal control over financial reporting.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management identified the following material weaknesses as of December 31, 2009:
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We have no full-time employees, and minimal cash reserves
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As a shell company, we do not have any full-time employees. Our directors and officers devote time to our affairs on an “as needed” basis, but less than 20 hours per month. We also have minimal cash reserves. As a result, our ability to coordinate and timely review and file financial reports may not be adequate.
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Independent Board of Directors or Audit Committee
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We do not have an independent board of directors or audit committee to oversee our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
This report does not include an attestation report of our registered public accounting firm regarding our internal controls over financial reporting. The disclosure contained under this Item 9A(T) 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 the disclosure under this Item 9A(T) in this Report.
Item 15. Exhibits and Financial Statement Schedules.
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Exhibit No.
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Description
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31.1
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Rule 13(a) — 14(a)/15(d) — 14(a) Certification (Principal Executive Officer)
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31.2
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Rule 13(a) — 14(a)/15(d) — 14(a) Certification (Principal Accounting Officer)
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32.1
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Section 1350 Certification (Principal Executive Officer)
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32.2
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Section 1350 Certification (Principal Accounting Officer)
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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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ECOREADY CORPORATION
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Date: December 17, 2010
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By:
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/s/ Boris Rubizhevsky
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Boris Rubizhevsky
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Chief Executive Officer
Chief Financial Officer
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