Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q/A
Amendment No. 1
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(Mark
One)
☑
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the quarterly period ended September 30, 2020
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 0-53722
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ZOOM TELEPHONICS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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04-2621506
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(State or Other Jurisdiction of Incorporation or
Organization)
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(I.R.S. Employer Identification No.)
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101 Arch Street, Boston, Massachusetts
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02110
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s
Telephone Number, Including Area Code: (617) 423-1072
225
Franklin Street, Boston, Massachusetts 02110
(Former
Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)
Securities
registered pursuant to Section 12(b) of the
Act:
None.
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
☑ No ☐
Indicate by check
mark whether the registrant has submitted electronically every
Interactive Data File required to be submitted 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 such files). Yes ☑ No
☐
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and
"emerging growth company" in Rule 12b-2 of the Exchange
Act.
Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☑
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Smaller reporting company ☑
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Emerging growth company ☐
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If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Indicate by check
mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ☐ No ☑
Indicate the number
of shares outstanding of each of the issuer’s classes of
common stock, as of the latest practicable date:
The
number of shares outstanding of the registrant’s Common
Stock, $.01 par value, as of November 10, 2020, was 24,058,642
shares.
EXPLANATORY NOTE
This
Amendment No. 1 on Form 10-Q/A (this “Amended Filing”)
amends the Quarterly Report on Form 10-Q for the period ended
September 30, 2020, filed on November 13, 2020 (the “Original
Filing”) by Zoom Telephonics, Inc. (the
“Company”). The purpose of this Amended Filing is to
revise Part I, Item 4 of the Original Filing to reflect
management’s conclusion that the Company’s disclosure
controls and procedures were not effective due to a material
weakness in the Company’s internal control over financial
reporting identified subsequent to the Original
Filing.
Except
as expressly set forth herein, this Amended Filing does not modify,
amend, or update in any way the financial statements and other
disclosures set forth in the Company’s Original Filing. As
such, the Company’s unaudited condensed consolidated
financial statements as of and for the three and nine-months
ended September 30, 2020, which were included in the
Original Filing, have not changed as a result of the identification
of the material weakness. This Amended Filing should be read in
conjunction with the Original Filing and the Company’s
reports filed with the SEC subsequent to the Original Filing,
including any amendments to those filings.
As
required by Rule 12b-15 under the Securities and Exchange Act of
1934, as amended, we are also filing currently dated certifications
by the Company’s Executive Chairman of the Board and Chief
Financial Officer.
PART I—FINANCIAL INFORMATION
ITEM
4.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The
Company’s disclosure controls and procedures were not
effective due to a material weakness in the Company’s
internal control over financial reporting identified subsequent to
the Original Filing. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a
material misstatement of the Company’s annual or interim
financial statements will not be prevented or detected on a timely
basis.
The
material weakness relates to insufficient documentation and
processes for confirming final approvals for the release of
reviewed and approved financial statements prior to filing
documents with the Securities and Exchange Commission (the
“SEC”). The SEC requires a registrant to engage an
independent accountant to review the registrant’s interim
financial information before the registrant files its quarterly
report on Form 10-Q. Prior to final sign-off by the independent
accountant, the Company filed the September 30, 2020 Form 10-Q. As
a result, the Company has determined there is a material weakness
that should be disclosed. The material weakness did not result in
any financial statement modifications and there have been no
changes to the Company’s previously disclosed financial
results.
Remediation Plan
Upon
identifying the individual control deficiencies, the
Company’s management has taken actions to remediate the
deficiencies that in combination resulted in the material weakness
and to improve the design and effectiveness of the Company’s
financial reporting. The remediation activities include expanding
the management and governance over financial reporting controls and
implementing enhanced process controls on financial statement
approvals.
PART II—OTHER INFORMATION
Exhibit No.
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Exhibit Description
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Rule 13a-14(a) Certification of PEO.*
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Rule 13a-14(a) Certification of PFO.*
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*
Changes from amendment and included herewith.
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.
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ZOOM TELEPHONICS, INC.
(Registrant)
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Date:
November 13, 2020
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By:
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/s/
JACQUELYN BARRY
HAMILTON
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Jacquelyn
Barry Hamilton
Chief
Financial Officer
(on
behalf of Registrant and as Principal Financial
Officer)
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