Attached files

file filename
EX-32.1 - DRS Inc.ex32-1.htm
EX-32.2 - DRS Inc.ex32-2.htm
EX-31.2 - DRS Inc.ex31-2.htm
EX-31.1 - DRS Inc.ex31-1.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-K/A

 
[X] ANNUAL REPORT PURSUANT TO SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ending: June 30, 2011
 
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____ to _____

Commission File Number:

DRS Inc.
(Exact Name of Registrant as Specified in its Charter)

Nevada
20-5914452
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification
No.)
   
4004 NE 4th ST, Suite 107-315, Renton WA
98056
(Address of principal executive offices)
(Zip Code)
   
206-920-9104
(Registrant’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: None

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

 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data Filed required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] 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/A or any amendments to this Form 10-K/A. [ ]
 
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 Exchange Act). Yes [] No [x]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant as of December 31, 2010 was $898,163.
 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: We had 18,882,268 shares outstanding of common stock as of October 5, 2011.


DOCUMENTS INCORPORATED BY REFERENCE

None.

 

This amendment is being filed to correct an error in the original Form 10-K cover page, wherein we incorrectly noted that the Company is a shell company as defined under the regulations.  The final rules adopted by the SEC requiring notice of such determination applies to reporting shell companies, which are companies that have an obligation to file reports under Section 13 (15U.S.C. 78m) or Section 15(d) (15 U.S.C. 78o(d)) of the Securities Exchange Act of 1934 (15 U.S.C. 78a (et seq.)  The Company is not obligated to file reports under Section 13 or Section 15; therefore the definition does not apply and it is not correct to check that box on the Form 10-K cover page. In addition, the circumstances of the Company are such that certain other parts of the definition do not apply either. As a result of re-examining this matter, we are filing this amendment to correct this error.

Exhibits
 
The Exhibit Index attached behind the signature page is incorporated herein by reference.

 
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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.

 
DRS Inc.
 
By:
   
Daniel Mendes, President
October 5, 2011
 
(principal executive officer)



Pursuant to the requirements of the Securities Exchange Act of 1934, 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:
 
 
Daniel Mendes, President and Director
(principal executive officer)
 
October 5, 2011

 
By:
 
 
Philip Blair Mullin, Chief Financial Officer and Director
(principal financial and accounting officer)
 
October 5, 2011

 

 
 
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EXHIBIT INDEX

* The Exhibits attached to this Form 10-K/A shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

The following exhibits by incorporated by reference:

SEC Ref. No.
Title of Document
3.1
Articles of Incorporation – incorporated by reference to Form 10-K/A filed April 21, 2011
3.2
By-Laws - incorporated by reference to Form 10-K/A filed April 21, 2011
3.3
Certificate of Amendment – incorporated by reference to Form 10-k filed September 28, 2011
10.1
Consulting Agreement dated May 18, 2007 by and between Ron Royce and Dan Guimont, Daniel Mendes and DRS Inc. - incorporated by reference to Form 10-K/A filed April 21, 2011
10.2
Amendment to Consulting Agreement by and Between Ron Royce and Dan Guimont, Daniel Mendes and DRS Inc. - incorporated by reference to Form 10-K/A filed April 21, 2011
10.3
Operating Agreement dated May 15, 2009 between Drywall Recycling Services Inc. and DRS Inc. - incorporated by reference to Form 10-K/A filed April 21, 2011
14.1
Code of Conduct - incorporated by reference to Form 10-K/A filed April 21, 2011
17.1
Resignation of George Guimont as Director and Secretary/Treasurer - incorporated by reference to Form 10-K/A filed April 21, 2011
31.1
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – filed herein
31.2
Certification of the Principal Financial/Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 – filed herein
32.1
Certification of the Principal Executive Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* - filed herein
32.2
Certification of the Principal Financial/Accounting Officer pursuant to U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* - filed herein
 

 
 
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