Attached files

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EX-31.2 - EXHIBIT 31.2 - PORTSMOUTH SQUARE INCv322246_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - PORTSMOUTH SQUARE INCv322246_ex31-1.htm
EX-10.3 - EXHIBIT 10.3 - PORTSMOUTH SQUARE INCv322246_ex10-3.htm
EX-32.1 - EXHIBIT 32.1 - PORTSMOUTH SQUARE INCv322246_ex32-1.htm
EX-32.2 - EXHIBIT 32.2 - PORTSMOUTH SQUARE INCv322246_ex32-2.htm
EX-10.4 - EXHIBIT 10.4 - PORTSMOUTH SQUARE INCv322246_ex10-4.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2011

or

¨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 0-4057

 

PORTSMOUTH SQUARE, INC.

(Exact name of registrant as specified in its charter)

 

CALIFORNIA 94-1674111
 (State or other jurisdiction of (I.R.S. Employer
Identification No.) Incorporation or organization)

 

10940 Wilshire Blvd., Suite 2150, Los Angeles, California 90024

(Address of principal executive offices)(Zip Code)

 

(310) 889-2500

(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:

 

Common Stock, No 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 x No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

¨ Yes x 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 Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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 (Section 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 amendments 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.

 

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 x No

 

The aggregate market value of the Common Stock, no par value, held by non-affiliates computed by reference to the average bid and asked price on December 31, 2010 (the last business day of registrant’s most recently completed second fiscal quarter) was $2,171,223.

 

The number of shares outstanding of registrant’s Common Stock, as of September 13, 2011, was 734,183.

 

 

DOCUMENTS INCORPORATED BY REFERENCE: None

 

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EXPLANATORY NOTE

 

Portsmouth Square, Inc. (“Portsmouth” or the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended June 30, 2011, which was originally filed on September 22, 2011 (the “Original Filing”) for the sole purpose of filing two exhibits (Exhibits 10.3 and 10.4) that were not included with the Original Filing and to revise the description and index of exhibits included Part IV, Item 15 (Exhibits, Financial Statement Schedules). New certifications from our Principal Executive Officer and Principal Financial Officer are also included as Exhibits 31.1, 31.2, 32.1 and 32.2 to this Form 10-K/A.

  

Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the date of the Original Filing. Accordingly, this Amendment must be read in conjunction with the Company’s other filings made with the Securities and Exchange Commission subsequent to the filing of the Original Filing, including amendments to those filings, if any.

 

  

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

(a)(1) Financial Statements

 

The following financial statements of the Company are included in Part II, Item 8 of this Report at pages 19 through 40:

 

Report of Independent Registered Public Accounting Firm

 

Consolidated Balance Sheets - June 30, 2011 and 2010

 

Consolidated Statements of Operations for Years Ended June 30, 2011 and 2010

 

Consolidated Statements of Shareholders’ Deficit for Years Ended June 30, 2011 and 2010

 

Consolidated Statements of Cash Flows for Years Ended June 30, 2011 and 2010

 

Notes to the Consolidated Financial Statements

 

 

(a)(2) Financial Statement Schedules

 

All other schedules for which provision is made in Regulation S-X have been omitted because they are not required or are not applicable or the required information is shown in the consolidated financial statements or notes to the consolidated financial statements.

 

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(a)(3) Exhibits

 

Set forth below is an index of applicable exhibits filed with this report according to exhibit table number.

 

Exhibit Number   Description
     
3.(i)*   Articles of Incorporation*
     
3.(ii)   Bylaws (amended February 16, 2000) incorporated by reference to the Company’s Form 10-KSB filed with the Commission on March 19, 2000.
     
4.*   Instruments defining the rights of security holders including indentures (See Articles of Incorporation and Bylaws)*
     
10.   Material Contracts:
     
10.1   Amended and Restated Agreement of Limited Partnership of Justice Investors, effective November 30, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Report for the quarterly period ended December 31, 2010, filed with the Commission on February 11, 2011).
     
10.2   General Partner Compensation Agreement, dated December 1, 2008 (incorporated by reference to Exhibit 10.2 to Company’s Form 10-Q Report for the quarterly period ended December 31, 2008, filed with the Commission on February 12, 2009).
     
10.3**   Franchise License Agreement, dated December 10, 2004, between Justice Investors and Hilton Hotels (filed herewith)
     
10.4**   Management Agreement, dated February 2, 2007, between Justice Investors and Prism Hospitality, L.P. (filed herewith)
     
14.***   Code of Ethics
     
31.1**   Certification of Principal Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
     
31.2**   Certification of Principal Financial Officer of Periodic Report Pursuant to Rule 13a-14(a) and Rule 15d-14(a).
     
32.1**   Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350.
     
32.2**   Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350.

___________

 

* All exhibits marked by one asterisk have been previously filed with other documents, including Registrant's Form 10 filed on October 27, 1967, and subsequent filings on Forms 8-K, 10-K, 10-KSB, 10-Q and 10-QSB, which are incorporated herein by reference.

 

** Filed herewith.

 

*** Previously filed with Original 10-K.

 

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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.

 

 

  PORTSMOUTH SQUARE, INC.
  (Registrant)
     
     
Date: August 24, 2012 By: /s/ David T. Nguyen
    David T. Nguyen
    Treasurer and Controller
    (Principal Financial Officer)

 

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