Attached files

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EX-32.1 - CEO SECTION 906 CERTIFICATION - Trucept, Inc.exhibit32-1.htm
EX-31.2 - CFO SECTION 302 CERTIFICATION - Trucept, Inc.exhibit31-2.htm
EX-31.1 - CEO SECTION 302 CERTIFICATION - Trucept, Inc.exhibit31-1.htm
EX-32.2 - CFO SECTION 906 CERTIFICATION - Trucept, Inc.exhibit32-2.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)

(Mark One)

[ x ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2010

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________to________________

Commission file number 000-29895

SMART-TEK SOLUTIONS INC.
(Name of small business issuer in its charter)

Nevada 98-0206542
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
   
1100 Quail Street, Suite 100, Newport Beach, California 92660
(Address of principal executive offices) (Zip Code)

Issuer’s telephone number (858) 798-1644

Securities registered under Section 12(b) of the Exchange Act:

None N/A
Title of each class Name of each exchange on which registered

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value
(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes[ ] No[ x ]

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 [ 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[ ]


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 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 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.

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ x ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes[ ] No[ x ]

State 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, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $8,871,271 based on a price of $0.36 per share, being the average of the bid and ask prices of the issuer on the Over-the-Counter Bulletin Board on June 30, 2010.

(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes[ ] No[ ] N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. As of September 30, 2010, there were 69,314,124 shares of common stock, par value $0.001, outstanding

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 (“Securities Act”). The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). N/A

Transitional Small Business Disclosure Format (Check one): Yes[ ] No[ x ]

-2-


EXPLANATORY NOTE

Smart-tek Solutions, Inc. (the “Company”) is filing this Amendment No. 1 (the “Form 10-K/A) to our annual report on Form 10-K for the year ended June 30, 2010 (the “Form 10-K), filed with the U.S. Securities and Exchange Commission (“SEC”) on October 13, 2010, for the sole purpose of disclosing why the Company has not held an annual shareholder meeting for several years, along with the reasons for such failure to hold such annual meeting and the date of the Company’s planned next annual shareholder meeting. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are being filed as exhibits to this Amendment No. 1. Except as described above, no other changes have been made to the 2010 Annual Report. The 2010 Annual Report continues to speak as of the date of the 2010 Annual Report, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the 2010 Annual Report other than as expressly indicated in this Amendment No. 1.


PART I

General:

The Company has not held an annual Shareholder meeting for quite some time. The Company did however file a Schedule 14C giving the shareholders notice on June 1, 2005 of certain corporate actions that had been approved on May 27, 2005 by certain principal shareholders, including the election of Directors, increasing the number of authorized shares and changing the Company name from Royce Biomedical Inc. to Smart-tek Solutions, Inc. to facilitate the change of business from manufacturing and selling diagnostic test kits used to detect pregnancy, thyroid disorders and other medical conditions to selling advanced commercial and residential security systems.

The main reason for not holding a meeting was due to lack of funds to hold the meeting as result of the large losses incurred by the Company (see the below schedule).

Smart-tek Solutions Inc.
Annual Income (Loss) reported from 2005 to 2009.

Year ending June 30,   2005     2006     2007     2008     2009  
Operating Income (Loss)   ($286,095 )   ($623,017 )   ($358,367 )   ($2,997,356 )   ($91,817 )
                               
Comprehensive Income (Loss)   ($294,592 )   ($697,048 )   ($419,686 )   ($3,077,487 ) $ 74,737  

However, as disclosed in the Company’s filings, the Company’s new line of business providing integrated and cost-effective management solutions in the area of human resources for public and private companies which we started on June 17, 2009 has generated a profit from the first day of operations. As such, the Company is planning on holding an annual shareholder meeting on July 1, 2011.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

*Filed herewith


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.

SMART-TEK SOLUTIONS INC.

By /s/ Brian Bonar  
     
  Brian Bonar  
 Chief Executive Officer, Chief Financial Officer    
  and Director  
  (Principal Executive Officer, Principal Accounting Officer  
  and Principal Financial Officer)  
     
     
     
Date: March 15, 2011  

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By /s/ Perry Law  
     
  Perry Law  
  Director  
     
Date: March 15, 2011  
     
     
  /s/ Brian Bonar  
     
  Brian Bonar  
 Chief Executive Officer, Chief Financial Officer    
  and Director  
  (Principal Executive Officer, Principal Accounting Officer  
  and Principal Financial Officer)  
     
Date: March 15, 2011  
     
     
  /s/ Owen Naccarato  
     
  Owen Naccarato  
  Director  
     
Date: March 15, 2011