Attached files
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| EX-31.1 - REMEDENT, INC. | ex31-1.htm |
| EX-32.1 - REMEDENT, INC. | ex32-1.htm |
| EX-32.2 - REMEDENT, INC. | ex32-2.htm |
| EX-31.2 - REMEDENT, INC. | ex31-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
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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 March 31, 2010
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission File Number 001-15975
REMEDENT, INC.
(Name of small business issuer as specified in its charter)
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Nevada
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86-0837251
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Zuiderlaan, 1-3 bus 8, 9000, Ghent Belgium
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N/A
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(Address of principal executive offices)
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(Zip code)
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011-329-241-58-80
(Issuer’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value per share
(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 þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 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 Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ 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) 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. ¨
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. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller reporting company)
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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 þ
The aggregate market value of voting stock held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter, September 30, 2009, was $6,657,135.75. For purposes of this computation, it has been assumed that the shares beneficially held by directors and officers of registrant were “held by affiliates” and this assumption is not to be deemed to be an admission by such persons that they are affiliates of registrant.
The number of shares of registrant’s common stock outstanding as of June 21, 2010 was 19,995,969.
Documents incorporated by reference: None.
Transitional Small Business Disclosure Format (Check one): Yes ¨ No þ
FORM 10-K/A INDEX
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PART I
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CONTROLS AND PROCEDURES.
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1
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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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2
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EXPLANATORY NOTE
This Amendment No. 2 on Form 10-K/A (the “Form 10-K/A”) is being filed to amend the disclosure under Item 9A(T). Controls and Procedures of Part II of our annual report on Form 10-K for the fiscal year ended March 31, 2010 filed on July 13, 2010 (“Original Form 10-K”), as subsequently amended by our Amendment No. 1 to Form 10-K/A filed on September 23, 2010. Our Original Form 10-K included our management’s report on internal control over financial reporting and its conclusion that our internal control over financial reporting was effective as of March 31, 2010. However, our management’s annual report on internal control over financial reporting inadvertently referred to “disclosure controls and procedures” instead of “internal controls over financial reporting ”and inadvertently omitted the statement of the framework used by management to conduct its assessment. We are filing this Form 10-K/A to revise the disclosure relating to management’s report on internal control over financial reporting to include the required language and a statement of the framework used by management to conduct its assessment. In addition, we are filing this Form 10-K/A to disclose the revised conclusion of our principal executive officer and principal financial officer as to the effectiveness of the Company’s disclosure controls and procedures as of March 31, 2010.
In connection with the filing of this Form 10-K/A, and pursuant to Rules 13a-14(a) or 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended, we are including with this Form 10-K/A certain currently dated certifications.
Except as necessary to provide the disclosures noted above, no other modifications or updates have been made to the Original Form 10-K, as subsequently amended, and this Form 10-K/A does not describe events occurring after the Original Form 10-K or modify or update disclosures (including forward-looking statements) which may have been affected by events or changes in facts occurring after the date of the Original Form 10-K. Information not affected by the items described above, including among other items, the Company's reported financial statements and management discussion and analysis of financial condition, remains unchanged and reflects the disclosures made at the time of, and as of the dates described in, the Original Form 10-K, as amended. Accordingly, this Form 10-K/A should be read in conjunction with the Company's filings made with the Securities and Exchange Commission ("SEC") subsequent to the filing of the Original Form 10-K, as information in such filings may update or supersede certain information contained in this Form 10-K/A.
ITEM 9A (T)- CONTROLS AND PROCEDURES
(a) 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, as of the end of the period covered by this report, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Act of 1934, as amended. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be included in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, relating to the Company, including our consolidated subsidiaries, and was made known to them by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded that, as of March 31, 2010, our disclosure controls and procedures were not effective since it did not identify the inadvertent reference to “disclosure controls and procedures” instead of “internal control over financial reporting” and omission of the identification of the framework in the disclosure relating to the Management’s Annual Report on Internal Control Over Financial Reporting under Item 9A(T). of our original Form 10-K for year ended March 31, 2010 filed with the SEC on July 13, 2010. This Amendment is being filed to correct the inadvertent reference and to include the required language and information under Item 9A(T).
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(b) Management’s Annual Report on Internal Control over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurances with respect to financial statement preparation and presentation. Additionally, 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.
As of March 31, 2010, management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in “Internal Control — Integrated Framework,” issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Based on the assessment, management determined that the Company maintained effective internal control over financial reporting as of March 31, 2010 based on the COSO 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 registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.
(c) Changes in Internal Controls over Financial Reporting
In connection with the evaluation required by paragraph (d) of Rule 13a-15 under the Exchange Act, there was no change identified in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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(a)(3)
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Exhibits.
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Exhibit No.
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Description
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31.1
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Certifications of the Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act.*
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31.2
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Certifications of the Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act.*
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32.1
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Certifications of the Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act.*
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32.2
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Certifications of the Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act.*
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*
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Filed herewith
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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REMEDENT, INC.
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Dated: June 24, 2011
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/s/ Guy De Vreese |
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By: Guy De Vreese
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Its: Chief Executive Officer (Principal Executive
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Officer)
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Dated: June 24, 2011
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/s/ Stephen Ross |
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By: Stephen Ross
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Its: Chief Financial Officer (Principal Financial and Accounting Officer)
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In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Dated: June 24, 2011
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/s/ Guy De Vreese |
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Guy De Vreese ,Chairman of the Board of Directors,
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and Chief Executive Officer (Principal Executive Officer)
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Dated: June 24, 2011
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/s/ Stephen Ross |
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Stephen Ross, Director and Chief Financial
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Officer (Principal Financial and Accounting Officer)
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Dated: June 24, 2011
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/s/ Philippe Van Acker |
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Philippe Van Acker, Director and Chief
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Accounting Officer
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Dated: June 24, 2011
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/s/ Fred Kolsteeg |
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Fred Kolsteeg, Director
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