Attached files
| file | filename |
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| EX-31.1 - ORIGINCLEAR, INC. | v211868_ex31-1.htm |
| EX-32.1 - ORIGINCLEAR, INC. | v211868_ex32-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 2)
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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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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. 2 (“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
Based on
an initial assessment, our principal executive officer and principal financial
officer believed that our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the
fiscal year ended December 31, 2009 were effective based on the
evaluation. Subsequent to the filing of our Annual Report on Form
10-K, we became aware that we inadvertently failed to include our principal
executive officer’s and principal financial officer’s conclusion regarding the
effectiveness of our disclosure controls and procedures with the Annual Report
on Form 10-K. Solely as a result of this omission, our principal
executive officer and principal financial officer have now concluded that our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) as of the end of the fiscal year ended December 31, 2009
were ineffective to ensure that information required to be disclosed in reports
that we file or submit under the Exchange Act are (i) accumulated and
communicated to our management, including our principal executive officer and
principal financial officer, as appropriate, to allow timely decisions regarding
required disclosure and (ii) recorded, processed, summarized and reported within
the time periods specified in the SEC’s rules and forms.
Management’s annual report
on internal control over financial reporting
We are
responsible for establishing and maintaining adequate internal control over
financial reporting. Internal control over financial reporting is defined in
Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act
as a process designed by, or under the supervision of, our Chief Executive
Officer (our principal executive officer) and Chief Financial Officer (our
principal accounting and financial officer), and effected by our board of
directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. Our internal control over financial reporting includes
those policies and procedures that:
• pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets;
• provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and our directors;
and
• 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 financial statements.
We have
assessed the effectiveness of the Company's internal control over financial
reporting as of December 31, 2009. In making this assessment, we used the
criteria set forth in the Internal Control over Financial Reporting—Guidance for
Smaller Reporting Companies issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Based on our assessment, we believed that, as
of December 31, 2009, our internal control over financial reporting is
effective at a reasonable assurance level based on these criteria.
This
annual report does not include an attestation report of the Company’s
independent registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the
Company’s independent registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission.
Disclosure
controls are controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by a company in the reports that it files
or submits under the Exchange Act is accumulated and communicated to the
company's management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.
A
controls system cannot provide absolute assurance, however, that the objectives
of the controls system are met, and no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within a company have been detected.
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.
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 February 17,
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: February
17, 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: February
17, 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:
February 17, 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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