GULF RESOURCES, INC. - FORM 10-Q/A - July 11, 2012

Attached files

file filename
EX-31.1 - GULF RESOURCES, INC.e609833_ex31-1.htm
EX-32.1 - GULF RESOURCES, INC.e609833_ex32-1.htm
EX-31.2 - GULF RESOURCES, INC.e609833_ex31-2.htm
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the quarterly period ended March 31, 2012
   
 
Or
   
o
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: 000-20936

GULF RESOURCES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
  
13-3637458
(State or other jurisdiction of incorporation or organization)
  
(I.R.S. Employer Identification No.)
     
99 Wenchang Road, Chenming Industrial Park, Shouguang City,
Shandong, China
  
262714
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: +86 (536) 567 0008

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 o

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 x No 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 
 
Large accelerated filer o
Accelerated filer x
Non-accelerated filer (Do not check if a smaller reporting company) o
Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x

As of May 1, 2012, the registrant had outstanding 34,560,743 shares of common stock.
 
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This Amendment No. 1 (“Amendment No. 1”) to the Quarterly Report on Form 10-Q of Gulf Resources, Inc. (together with its wholly-owned subsidiaries, the “Company,” “we,” “our” or “us”) for the fiscal quarter ended March 31, 2012 as filed with the Securities and Exchange Commission (the “SEC”) on May 7, 2012 (the “First Quarter 10-Q”) is being filed to amend the First Quarter 10-Q as follows:
 
(i) to amend Item 4 to provide updated disclosure regarding the effectiveness of our disclosure controls and procedures in response to certain comments we received from the SEC relating to failure to include unaudited financial information for fiscal years 2010 and 2009 in Schedule I (Parent Only Financial Information) to our audited financial statements contained in our 2011 Annual Report on Form 10-K.
 
This Amendment No. 1 does not affect any other portion of the First Quarter 10-Q. Additionally, except as specifically referenced herein, this Amendment No. 1 does not reflect any event occurring after May 7, 2012, the filing date of the First Quarter 10-Q. Unless otherwise indicated herein, each capitalized term used and not defined herein shall have the meaning ascribed to such term in the First Quarter 10-Q.
 
 
Part I – Financial Information
 
Item 4. Controls and Procedures
3
Signatures
 5
 
 
2
 
 
Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures
 
We maintain disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.
 
Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.  Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Form 10-Q.  The material deficiency in our disclosure controls and procedures as of March 31, 2012 was as follows:
 
 
●
We are unable to provide the required Schedule I parent only financial statement audited data for fiscal years 2009 and 2010 to be included in our Annual Report on Form 10-K for the year ended December 31, 2011.
 
We anticipate that such material deficiency will be resolved within a two-year period when the Schedule I audited data for three fiscal years are available pursuant to the audit work of our current independent accountant.
 
(b) Changes in internal controls
 
The following changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act of 1934) have been made during the three-month period ended March 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have implemented the following steps to improve our disclosure controls and procedures to address the material weaknesses as mentioned in the 2011 Form 10-K:

 
●
In March 2012, we developed and put into use an additional checklist for our management to increase their oversight to timely report any related party transactions and the translation gain or loss on intercompany balances, if any.

 
●
Since January 2012, we provided ongoing training courses to our management personnel, including our CFO, for the updates of US GAAP and SEC reporting requirements.
 
 
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Item 6. Exhibits
 
Exhibit No.
Description
 
31.1                         
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
31.2                         
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  
32.1                         
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
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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.
 
 
GULF RESOURCES, INC.
     
Dated: July 11, 2012
By:
 /s/ Xiaobin Liu
   
Xiaobin Liu
   
Chief Executive Officer
   
(principal executive officer)
     
Dated: July 11, 2012
By:
 /s/ Min Li
   
Min Li
   
Chief Financial Officer
   
(principal financial and accounting officer)
 
 
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GULF RESOURCES, INC. Reports