Attached files
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K /A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2010
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
SPRING CREEK HEALTHCARE SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
|
Nevada
|
98-0496750
|
|
|
(State of other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
|
|
4400 Route 9 South
Suite 1000
Freehold, NJ
|
07728
|
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
|
|
(Registrant's Telephone Number, including Area Code) (646) 961-4459
|
||
Securities registered pursuant to Section 12(b) of the Act:
|
Title of Class
|
Name of each exchange on which registered
|
||
|
None
|
None
|
||
|
Securities registered pursuant to Section 12(g) of the Act:
|
|||
|
Common stock, $.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 Section 15(d) of the Act. Yes [ ] No [X]
Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligation under those Sections.
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 if disclosure of delinquent filers pursuant to Rule 405 of Regulation S-K (229.405 of this chapter) is not contained herein and will not be contained, to the best of registrants knowledge, in definitive proxy or other information 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, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
|
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]
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 registrants most recently completed second fiscal quarter.
$17,135,000
The number of shares of the Registrant’s Common Stock, $0.001 par value, outstanding as of April 11, 2011 was 36,493,893 shares.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the part of the Form 10-K (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) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
None.
1
EXPLANATORY NOTE
For the year ended December 31, 2010, Spring Creek Healthcare Systems, Inc. (formerly Spring Creek Capital Corp.) was obligated to include in its Form 10-K (the “10-K”) the predecessor auditor’s report which covered the cumulative data for the period from inception (May 11, 2006) to December 31, 2008. As a result of comments received from the staff of the Securities and Exchange Commission (“SEC”), we are filing this amendment to file the report.
This Form 10-K/A continues to speak as of the date of the original Form 10-K and other than as specifically reflected in this Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K or modify or update any related disclosures
2
SIGNATURES
In accordance with 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.
|
SPRING CREEK HEALTHCARE SYSTEMS, INC.
|
|||
|
/s/ Kelly T. Hickel
|
|||
|
Kelly T. Hickel
|
|||
|
Chief Executive Officer and Director
|
|||
|
Dated: January 18, 2012
|
|||
|
/s/ Jan E. Chason
|
|||
|
Jan E. Chason
|
|||
|
Chief Financial Officer and Director
|
|||
|
Dated: January 18, 2012
|
|||
|
/s/ Robert Hanfling
|
|||
|
Robert Hanfling
|
|||
|
Director
|
|||
|
Dated: January 18, 2012
|
|||
|
/s/ Richard Rifenburgh
|
|||
|
Richard Rifenburgh
|
|||
|
Director
|
|||
|
Dated: January 18, 2012
|
|||
3
REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Spring Creek Capital Corp.
We have audited the accompanying balance sheets of Spring Creek Capital Corp. (a development stage company) as of December 31, 2008, and the related statements of operations, stockholders' equity (deficit), and cash flows for the year then ended and for the period from inception, May 11, 2006, to December 31, 2008. Spring Creek Capital Corp.'s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit perform of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Spring Creek Capital Corp. as of December 31, 2008, and the results of its operations and its cash flows for the year then ended and for the period from inception, May 11, 2006, to December 31, 2008 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in Note 1 to the financial statements, the company has incurred a net loss of $126,500 since inception, has not generated any revenues and has no assets. Those conditions raise substantial doubt about its ability to continue as a going concern. Management's plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ Berman Hopkins Wright & LaHam, CPAs and Associates, LLP
Winter Park, Florida
March 24, 2009
4