Attached files
| file | filename |
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| EX-32.1 - ORIGINCLEAR, INC. | v207592_ex32-1.htm |
| EX-31.1 - ORIGINCLEAR, INC. | v207592_ex31-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
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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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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: 333-147980
ORIGINOIL,
INC.
(Exact
name of registrant as specified in charter)
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Nevada
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26-0287664
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(State
or other jurisdiction of
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(I.R.S.
Employer
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|
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incorporation
or organization)
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Identification
No.)
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5645 West Adams Blvd, Los
Angeles, CA 90016
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone Number: (323) 939-6645
Securities
registered pursuant to section 12(g) of the Act: NONE
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
o Yes x No
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
o Yes x No
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. x Yes o 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. 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. See
the definitions of “large accelerated filer”, “accelerated filer”,
“non-accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
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Large Accelerated Filer
o
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Accelerated Filer o
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Non-accelerated Filer
o
(Do not check if a 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). o Yes x No
The
aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $33,192,025 based upon the closing sales price of
the registrant’s common stock on June 30, 2009 of $0.31 per share. At March
30, 2010, 161,841,878 shares of the registrant’s common stock were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE:
NONE
Explanatory
Note
This
Amendment No. 1 (“Amendment”) on Form 10-K/A amends the Annual Report of
OriginOil, Inc. (the “Company”) on Form 10-K for the fiscal year ended December
31, 2009, as filed with the Securities and Exchange Commission on March 31,
2010. This Amendment is being filed primarily to update Item 9A
(Controls and Procedures).
ITEM
9A(T). CONTROLS AND PROCEDURES.
Evaluation of disclosure
controls and procedures
Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2009.
Based on this evaluation, our principal executive officer and principal
financial officer have concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules and forms and that our disclosure and controls are
designed to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive officer and
principal financial officer, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure
Changes in internal
controls
There
were no changes (including corrective actions with regard to significant
deficiencies or material weaknesses) in our internal controls over financial
reporting that occurred during the quarter ended December 31, 2009 that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
Management Report on
Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting to provide reasonable assurance regarding the
reliability of our financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles. 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 generally accepted accounting principles, 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.
Management
assessed our internal control over financial reporting as of December 31, 2009,
which was 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 such elements 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 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 generally accepted accounting principles.
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
pursuant to temporary rules of the Securities and Exchange
Commission.
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, in the City of Los Angeles, State of California, on January 7,
2011.
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ORIGINOIL,
INC.
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By:
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/s/
T Riggs Eckelberry
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T
Riggs Eckelberry
Chief
Executive Officer (Principal Executive Officer)
and
Acting Chief Financial Officer
(Principal
Accounting and Financial Officer)
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement
or amendment has been signed below by the following persons in the capacities
and on the dates indicated.
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Date: January
7, 2011
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By:
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/s/ T
Riggs Eckelberry
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T
Riggs Eckelberry
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Director
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Date: January
7, 2011
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By:
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/s/ Adam
Meislik
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Adam
Meislik
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Director
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Date:
January 7, 2011
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By:
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/s/ Ivan
Ivankovich
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Ivan
Ivankovich
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Director
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