Attached files
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 2015
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: 000-22855
AMERICAN SOIL TECHNOLOGIES, INC.
(Name of Small Business Issuer as specific in its Charter)
Nevada 95-4780218
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
9018 Balboa Blvd, #558, Northridge, California 91304
(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number, including area code: (818) 899-4686
Securities registered pursuant to Section 12(b) of the Act: 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 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]
Indicate by check mark whether the issuer (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 periods 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 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 (ss.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 [ ]
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 herein, 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. Yes [ ] No [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 [ ] No [X]
As of September 16, 2016 the number of shares of common stock outstanding was
68,090,590.
As of September 16, 2016 the aggregate market value of our common stock held by
non-affiliates was approximately $249,514 (based upon 24,951,469 shares at $0.01
per share).
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated herein by reference: (i) Registration
Statement on Form SB-2, filed on July 2, 1997, as amended (Registration
No.333-30583); Form 8-K disclosing a change in Registered Certifying Accounts,
filed on May 15, 2007; Form 10K for the fiscal year ended September 30, 2012
filed on January 7, 2013; Form 10Q for the quarterly period ended December 31,
2012 filed on February 14, 2013 and as amended and filed on February 15, 2013;
Form 10Q for the quarterly period ended March 31, 2013 filed on May 15, 2013;
Form 10Q for the quarterly period ended June 30, 2013 filed on August 12, 2013;
Form 10-K for fiscal year ended September 30, 2013 filed on January 14, 2014;
Form 10Q for the quarterly period ended December 31, 2013 filed on February 18,
2014; Form 10Q for the quarterly period ended March 30, 2014 filed on May 19,
2014; Form 10Q for the quarterly period ended June 30, 2014 filed on August 11,
2014; Form 10-K for fiscal year ended September 30, 2014 filed on January 13,
2013 and as amended and filed on January 14, 2015; Form 10Q for the quarterly
period ended December 31, 2014 filed on February 13, 2015; Form 10Q for the
quarterly period ended March 30, 2015 filed on May 15, 2015; Form 10Q for the
quarterly period ended June 30, 2015 filed on August 19, 2015.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K amends the Annual Report on Form 10-K for the
year ended September 30, 2015, filed on January 13, 2016 (the "Original Report")
filed by American Soil Technologies, Inc. (the "Company") in response to an
internal review by the company. The Company is amending disclosure in Item 9A.
Controls and Procedures. The Company is amending this section to provide more
detailed disclosure and extended disclosures to provide the shareholder more
detailed information related to the Company's' Controls and Procedures. The
Company is also amending Exhibits 31.1 and 31.2 Section 302 Certifications to
disclose our responsibilities for establishing and maintaining internal control
over financial reporting and to include paragraph (b) which indicates management
has "designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our management, with the participation of our Chief Executive Officer and
Chief Financial Officer, evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rule 13a-15(c) and 15d-15(c)) under the Exchange
Act as of the end of the period covered by this Annual Report on Form 10-K. In
designing and evaluating the 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. In addition, the design of disclosure controls and procedures must
reflect the fact that there are resource constraints and that management is
required to apply its judgment in evaluating the benefits of possible controls
and procedures relative to their costs.
Based on our evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that the Company's disclosure controls and procedures are
effective as of the end of the period covered by this Annual Report on Form 10-K
in providing reasonable assurance that information we are required to disclose
in periodic reports that we file or submit to the SEC pursuant to the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act. Our internal control over financial reporting
is designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with United States generally accepted accounting
principles. Our internal control over financial reporting 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;
2
* provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with United States generally accepted accounting principles, and that
our receipts and expenditures are being made only in accordance with
the authorization of its management and 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 the financial statements.
Our management assessed the effectiveness of its internal control over
financial reporting as of September 30, 2015. In making this assessment,
management used the framework set forth in the report entitled "INTERNAL
CONTROL--INTEGRATED FRAMEWORK (2013)" issued by the Committee of Sponsoring
Organizations of the Treadway Commission, or COSO. The COSO framework summarizes
each of the components of a company's internal control system, including (i) the
control environment, (ii) risk assessment, (iii) control activities, (iv)
information and communication, and (v) monitoring. Based on this assessment, our
management believes that, as of September 30, 2015, our internal control over
financial reporting was effective. However, the Company has done its evaluation
without documentation because of the limited activity of the Company and as
business increases we will bring in more financial personnel and document all
required procedures.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
We regularly review our system of internal control over financial reporting
and make changes to our processes and systems to improve controls and increase
efficiency, while ensuring that we maintain an effective internal control
environment. Changes may include such activities as implementing new, more
efficient systems, consolidating activities, and migrating processes.
As of the end of the fourth quarter ended September 30, 2015, there were no
changes in our internal controls over financial reporting (as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act that have materially affected, or
are reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 15. EXHIBITS
3.1 Articles of Incorporation of New Directions Manufacturing, Inc., a
Nevada corporation, dated January 9, 1997 (1)
3.2 Amendment to Articles of Incorporation of New Directions Manufacturing,
Inc., a Nevada corporation, dated May 29, 1997 (1)
3.3 Amendment to Articles of Incorporation of New Directions Manufacturing,
Inc., dated January 4, 2000 (2)
3.4 Amendment to Articles of Incorporation of American Soil Technologies,
Inc., dated August 4, 2003 (3)
3.4 Bylaws of New Directions Manufacturing, Inc., dated May 29, 1997 (1)
3.5 Amended and Restated Bylaws of New Directions Manufacturing, Inc.,
dated July 20, 1998 (4)
3.6 Amendment to Articles of Incorporation, dated November 30, 2006
4.1 Convertible Debenture - Lump Sum Contribution (Form) (5)
4.2 Convertible Debenture - Incremental (Form) (5)
10.1 License Agreement between Ron Salestrom, American Soil Technologies,
Inc., and Polymers Plus, L.L.C., dated January 4, 2000 (2)
10.2 Sublease Agreement with The Customized Box Company, dated April 1, 2004
(6)
10.8 Employment Contract with Donette Lamson, dated January 18, 2006 (7)
10.12 Acquisition Agreement for Smart World Organics, dated July 7, 2006 (8)
10.14 Intellectual Property Purchase Agreement with Ray Nielsen, dated
December 20, 2006 (9)
3
10.15 Security Agreement with Ray Nielsen, dated December 22, 2006 (9)
10.16 Purchase and Sale Agreement and Joint Escrow Instructions for Silver
Terrace Nurseries, dated November 27, 2007 (12)
10.17 Employment Contract with Carl Ranno, dated May 23, 2008 (13)
10.18 Employment Contract with Neil Kitchen, dated May 23, 2008 (13)
10.19 Employment Contract with Diana Visco, dated May 23, 2008 (13)
21 Subsidiaries: Smart World Organics Inc. a Florida corporation
31.1 Certification of Chief Executive Officer Pursuant to the Securities
Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer Pursuant to the Securities
Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes Oxley Act of 2002
101 Interactive data files pursuant to Rule 405 of Regulation S-T (14)
----------
1. Incorporated by reference from our Registration Statement on Form SB-2,
filed on July 2, 1997, as amended (Registration No. 333-30583).
2. Incorporated by reference from our Form 10-KSB for the fiscal year ended
June 30, 2000, filed on September 27, 2000 (File No. 000-22855).
3. Incorporated by reference from our Form 10-KSB for the fiscal year ended
December 31, 2005, filed on April 3, 2006.
4. Incorporated by reference from our Form 10-KSB for the fiscal year ended
June 30, 1998, filed on September 16, 1998.
5. Incorporated by reference from our Form 10-QSB for the quarterly period
ended March 31, 2000, filed on May 15, 2000.
6. Incorporated by reference from our Form 10-QSB for the quarterly period
ended March 31, 2004, filed on May 5, 2004.
7. Incorporated by reference from our Form 10-QSB for the quarterly period
ended March 31, 2006, filed on May 17, 2006.
8. Incorporated by reference from our Form 10-QSB for the quarterly period
ended June 30, 2006, filed on August 14, 2006.
9. Incorporated by reference from our Form 10-KSB for the fiscal year ended
December 31, 2006, filed on April 18, 2007.
10. Incorporated by reference from our Form 10-KSB for the fiscal year ended
December 31, 2006, filed on April 18, 2007.
11. Incorporated by reference from our Form 10-KSB for the fiscal year ended
December 31, 2006, filed on April 18, 2007.
12. Incorporated by reference from our Form 10-KSB for the transition period
ended September 30, 2007, filed on February 15, 2008.
13. Incorporated by reference from our Form 10-K for the period ended September
30, 2008, filed on January 13, 2009
14. Incorporated by reference from our Form 10-K for the period ended September
30, 2015, filed on January 13, 2016
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, duly
authorized.
AMERICAN SOIL TECHNOLOGIES, INC.
DATED: September 19, 2016 By: /s/ Carl P. Ranno
---------------------------------------------
Carl P. Ranno
Director, Chief Executive Officer, President,
and Chief Financial Officer
(Principal Executive Officer, Principal
Financial Officer and Principal Accounting
Officer)
4
