SKY RESORT INTERNATIONAL Ltd - FORM 10-K/A

Attached files

file	filename
EX-31.2 - CERTIFICATION OF HOMI?S CFO PURSUANT TO RULE13A- 14(A) - SKY RESORT INTERNATIONAL Ltd	exhibit31-2.htm
EX-31.1 - CERTIFICATION OF HOMI?S CEO PURSUANT TO RULE13A- 14(A) - SKY RESORT INTERNATIONAL Ltd	exhibit31-1.htm
EX-32.1 - CERTIFICATION OF HOMI?S CEO AND CFO REQUIRED BY RULE 13A-14(B) - SKY RESORT INTERNATIONAL Ltd	exhibit32-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2011

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission file number 000-50306

HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL INC.
(Exact Name of Registrant as Specified in its charter)

Delaware	13-4167393
(State of Incorporation)	(IRS Identification Number)

80 Wall Street, Suite 815 New York, New York	10005
(Address of principal executive offices)	(Zip Code)

Issuer's telephone number (212) 344-1600

Securities registered pursuant to Section 12(b) of the Act:

	Name of each exchange on which
Title of each class	Registered
0	0

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001

(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) o 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 Yes x No o

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 if disclosure of delinquent filers in response 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 or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer or 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 Ruler 12b-2 of the Exchange Act (check one):

Large Accelerated Filer o Accelerated Filer o

Non-Accelerated Filer o Smaller reporting Company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes x No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of December 31, 2011, the last business day of the registrant's most recently completed year:

89,453,364 shares at $.03 = $2,683,600.90

(1) Average of bid and ask closing prices on December 31, 2011.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the Issuer’s classes of common stock, as of the latest practicable date:

89,453,364 common shares issued and outstanding as of December 31, 2011

DOCUMENTS INCORPORATED BY REFERENCE

See index to exhibits

Transitional Small Business Disclosure Format (Check One): Yes [ ] No [X]

Explanatory Note

The purpose of this Amendment No. 1 to Hotel Outsource Management International, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Securities and Exchange Commission on March 30, 2012 (the “Form 10-K”), is solely to make the following revisions: submit a dated Report of Independent Registered Public Accounting Firm which discloses “substantial doubt” as to our ability to continue as a going concern and which includes the day, month and year, to revise disclosure to state that internal control over financial reporting is effective, and to revise the signature page to remove the name of a director who resigned prior to submission of the Annual Report. .

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K

HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.

2011 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

PART I
Item 1	Business
					General
					Our Growth Strategy
					Operations
					Competition
					Customers and Markets
					Government Regulations
					Intellectual Property
					Employees
					Corporate Structure
Item 1A	Risk Factors
Item 1B	Unresolved Staff Comments
Item 2	Properties
Item 3	Legal Proceedings
Item 4	Submission of Matters to a Vote of Security Holders
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters,
					and Issuer Purchases of Equity Securities
Item 6	Selected Financial Data
Item 7	Management’s Discussion and Analysis of Financial Condition and
							Results of Operations
				Forward-Looking Statements
				Critical Accounting Policies
				Revenue Recognition, Accounts Receivable and Allowance for Doubtful
						Accounts
				Long-Lived Assets
				Overview
				Cost and Expenses
				Results of Operations
				Liquidity and Capital Resources
				Subsequent Events
				Off-Balance Sheet Arrangements
				Inflation
				International Tax Implications
Item 7A	Qualitative and Qualitative Disclosures about Market Risk
Item 8	Financial Statements and Supplementary Data
					Report of Independent Registered Public Accounting Firm
					Consolidated Balance Sheets
					Consolidated Statements of Operations
					Consolidated Statements of shareholders’ Equity
					Consolidated Statements of Cash Flows
					Notes to Consolidated Financial Statements
Item 9	Changes In and Disagreements With Accountants on Accounting on
					Accounting and Financial Disclosure
Item 9A(T)	Controls and Procedures
Item 9B	Other Information
PART III
Item 10		Directors, Executive Officers and Corporate Governance
Item 11		Executive Compensation
Item 12		Security Ownership of Certain Beneficial Owners and Management and
			Related Stockholder Matters
Item 14		Principal Accountant Fees and Services
		Signatures
PART IV
Item 15		Exhibits and Financial Statement Schedules

ITEM 9A

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management is required by Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 to evaluate, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness of disclosure controls and procedures as of the end of the period covered by this report. Disclosure controls and procedures refer to controls and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply its judgment in evaluating and implementing possible controls and procedures.

During the year ending December 31, 2011, management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Such an evaluation requires the check and testing of the existence of the required controls. As of December 31, 2011, management had performed the examination with regard to all of HOMI’s material subsidiaries. As a result, management has concluded that its disclosure controls and procedures are currently effective.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Internal control over financial reporting refers to a process designed by, or under the supervision of, the Chief Executive Officer and Chief Financial Officer and effected by the board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:

•

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

•

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our board of directors; and

•

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence, compliance and is subject to lapses in judgment and breakdowns resulting from improper segregation of duties and human failures. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management evaluated the effectiveness of our internal control over financial reporting as of December 31, 2011 using the framework set forth in the report of the Treadway Commission’s Committee of Sponsoring Organizations (COSO), “Internal Control — Integrated Framework.” The Public Company Accounting Oversight Board’s Auditing Standard No. 2 defines a material weakness as a significant deficiency, or combination of significant deficiencies, that result in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As of December 31, 2011, management has examined all of HOMI’s material subsidiaries, and has concluded that internal control over financial reporting is effective.

Changes in Internal Control over Financial Reporting

Management has evaluated, with the participation of the Chief Financial Officer, whether any changes in our internal control over financial reporting that occurred during our last fiscal quarter have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on the evaluation we conducted, management has concluded that the company has made the following changes in order to increase the internal control over financial reporting:

(i)	integrated updated financial software;
(ii)	created new mechanisms for the review and approval of invoices to customers and/or from suppliers;
(iii)	increased the frequency of sudden checks;
(iv)	increased levels of discussions and documentation by senior financial management;
(v)	established additional controls over financial reporting.

This annual report does not include an attestation report of the company's 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 Securities and Exchange Commission that permit the company to provide only management's report in this annual report.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Directors of Hotel Outsource Management International, Inc.:

We have audited the accompanying consolidated balance sheets of Hotel Outsource Management International, Inc. (the “Company”) as of December 31, 2011 and 2010 and the related consolidated statements of operations, changes in shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audits 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 of its internal control over financial reporting. Our audits 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides 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 the Company as of December 31, 2011 and 2010, and the results of its operations, changes in shareholders' equity and cash flows for the years then ended 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 1e to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a "going concern". Management's plans in regard to these matters are also described in Note 1c. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/

Barzily & Co.

Certified Public Accountants

A Member of MSI Worldwide

Jerusalem, Israel

March 30, 2012

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

HOTEL OUTSOURCE MANAGEMENT INTERNATIONAL, INC.

Dated: January 29, 2013	By:	/s/ Daniel Cohen
		Daniel Cohen, President

In accordance with the requirements of the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

	/s/ Daniel Cohen		/s/ Jacob Ronnel
	Daniel Cohen		Jacob Ronnel
	President, Principal Executive Officer, Director		Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Director
Dated:	January 29, 2013	Dated:	January 29, 2013

	/s/ Yoav Ronen		/s/ Avraham Bahry
	Yoav Ronen		Avraham Bahry
	Director		Director
Dated:	January 29, 2013	Dated:	January 29, 2013

	/s/ Ariel Almog		/s/ Kalman Huber
	Ariel Almog		Kalman Huber
	Director		Director
Dated:	January 29, 2013	Dated:	January 29, 2013

SKY RESORT INTERNATIONAL Ltd - FORM 10-K/A - February 12, 2013

Attached files

SKY RESORT INTERNATIONAL Ltd Reports