UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1No.1)

 

(Mark One)

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

For the Fiscal Year Ended December 31, 20172020

OR

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

 

Commission File No. 0-30746000-30746

 

FRONTIER OILFIELD SERVICESTRICCAR INC.

(Exact name of registrant as specified in its charter)

 

TexasNevada 75-259216584-4250492
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   
220 Travis Street, Suite 501  
Shreveport, Louisiana  71101
(Address of Principal Executive Offices) Zip Code

 

Registrant’s telephone number, including Area Code: (972) 243-2610(318) 425-5000

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock (Title of Each Class)

Title of each classTrading
Symbol(s)
  Name of each exchange on which registered
Common Stock, $0.0001 par value per shareTCCRNone

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of 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 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 requirementsrequirement for the past 90 days.  Yes   x    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 (§232.405 of this Chapter)chapter) during the presidingpreceding 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 (§232.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’sthe 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. ☒10K. 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, or an emerging growth company. See the definitions of “large accelerated filer,”filer”, “accelerated filer,” “non-accelerated filer,”filer”, and “smaller reporting company, “and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer x Smaller reporting company
(Do not check if a smaller reporting company)Emerging growth company  ☐x

 

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  ¨  Nox

 

On December 31, 2017, theThe aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $2,423,054. The amount was calculated by subtracting the total number of common shares held by officers, directors, and stockholders owning in excess of 5% of the registrant’s common stock fromheld by non-affiliates computed by reference to the totalprice at which the common stock was last sold as of July 30, 2020 was $2,695,910. 

The number of shares and multiplying the remainder by the average of the bid and asked price for the registrant’s common stock on December 29, 2017outstanding as reported on the Over-The-Counter Pink Sheet Market. As of March 28, 2018, the Company had 13,868,788 issued and outstanding shares of common stock.November 1, 2021 was 20,000,000.

 

Documents Incorporated by Reference: Reference

None

 

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Explanatory Note

 

EXPLANATORY NOTE

ThisTriccar Inc. (the “Company”) is filing this Annual Report on Form 10-K/A, Amendment No. 1, amendsfor the year ended December 31, 2020 (the “Annual Report on Form 10-K/A”) to amend the Company’s Annual Report on Form 10-K (the “Original Report”) for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission (“SEC”) on July 20, 2021. The purpose of this Annual Report on Form 10-K/A is to amend:

the Company’s disclosure in Part II, Item 9A “Controls and Procedures,” to amend the disclosures set forth therein with respect to the conclusions of our principal executive officer and principal financial officer regarding the effectiveness of the Company’s internal control over financial reporting and disclosure controls and procedures as of December 31, 2020.

The remainder of the Original Report, including the Financial Statements and Supplementary Financial Data, remains unchanged except for the inclusion of new certifications required by Rule 13a-14 under the Securities Exchange Act of 1934, as amended, as required in connection with the filing of this Annual Report on Form 10-K/A. Notwithstanding the existence of this material weakness, management has concluded that the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was2020, as initially filed on July 20, 2021, or in its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021 or June 30, 2021, as initially filed on July 21, 2021 and August 19, 2021, respectively are fairly stated in all material respects in accordance with the Securities and Exchange Commission on March 30, 2018, and is being filed solely to correct an administrative errorgenerally accepted accounting principles in the contentUnited States of America.

We have made no attempt in this Annual Report of Independent Registered Public Accounting Firm.

Otheron Form 10-K/A to modify or update the disclosures presented in the Original Report other than as discussednoted in the previous paragraphs. Except as noted above, this Annual Report on Form 10-K/A does not update or amend any other information or any exhibits as originally filed on the Form 10-K and does not otherwise reflect events occurring after the original filing date of the Form 10-K.Original Report. Accordingly, this Annual Report on Form 10-K/A should be read in conjunction with the Form 10-KOriginal Report, including any amendments thereto, and withthe Company’s other filings made by the issuing entity with the Securities and Exchange CommissionSEC subsequent to the filing of the Form 10-K.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMOriginal Report, including any amendments thereto.

 

 

To the Board of Directors and Stockholders of Frontier Oilfield Services, Inc.PART I

 

OpinionForward Looking Statements

This annual report on Form 10-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which can be identified by the use of forward-looking terminology such as “may,” “can,” “believe,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “estimate,” “will,” or “continue” or the negative thereof or other variations thereon or comparable terminology. All statements other than statements of historical fact included in this annual report on Form 10-K, including without limitation, the statements under “Item 1. Business” and “Item 7. Management’s Discussion and Analysis of Financial StatementsCondition and Results of Operations” and located elsewhere herein regarding the financial position and liquidity of the Company (defined below) are forward-looking statements. Although the Company believes the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Important factors with respect to any such forward-looking statements, including certain risks and uncertainties that could cause actual results to differ materially from the Company’s expectations (“Cautionary Statements”), are disclosed in this annual report on Form 10-K, including, without limitation, in conjunction with the forward-looking statements and under the caption “Risk Factors.” In addition, important factors that could cause actual results to differ materially from those in the forward-looking statements included herein include, but are not limited to, limited working capital, limited access to capital, changes from anticipated levels of sales, future national or regional economic and competitive conditions, changes in relationships with customers, difficulties in developing and marketing new products, marketing existing products, customer acceptance of existing and new products, , technological change, dependence on key personnel, availability of key component parts, vendors, contractors, product liability, casualty to or other disruption of the production facilities, delays and disruptions in the shipment of the Company’s products, and the ability of the Company to meet its stated business goals. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. We do not undertake to update any forward-looking statements.

 

We do not have auditedan operative web site upon which our periodic reports, proxy statements and Reports on Form 8-K appear. Our reports are available on the accompanying consolidated balance sheetsSEC’s EDGAR system and may be viewed at http://www.sec.gov.

PART II

Item 9A. Controls and Procedures.

Evaluation of Frontier Oilfield Services, Inc.Disclosure Controls and its subsidiaries (the “Company”) as of December 31, 2017 and 2016, and the related consolidated statements of operations, stockholders’ deficit and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial positionProcedures: Our management carried out an evaluation of the Companyeffectiveness and design and operation of our disclosure controls and procedures as of December 31, 2017defined in Rules 13a-15(e) and 2016, and the results of its consolidated operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations since inception and has a working capital deficiency both of which 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 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of15d-15(e) under the Securities and Exchange CommissionAct of 1934, as amended (the Exchange Act). Based on that evaluation, our Chief Executive Officer and the PCAOB.Chief Financial Officer has concluded that, at December 31, 2020, such disclosure controls and procedures were not effective.

 

We conductedDisclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our auditsreports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in accordance with the standardsSEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management including our Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Limitations on the Effectiveness of Controls: Our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure control system are met. Because of inherent limitation in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Our Chief Executive Officer and Chief Financial Officer has concluded, based on his evaluation as of the PCAOB. Those standards requireend of the period covered by this Report that we planour disclosure controls and perform the auditsprocedures were sufficiently effective to obtainprovide reasonable assurance about whetherthat the consolidatedobjectives of our disclosure control system were met.

Changes in Internal Control over Financial Reporting: There were no changes in our internal control over financial statementsreporting that occurred during the fourth quarter ended December 31, 2020, that have materially affected, or are free of material misstatement, whether duereasonably likely to error or fraud. The Companymaterially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting:

Our management is not required to have, nor were we engaged to perform, an audit of itsresponsible for establishing and maintaining adequate internal control over financial reporting. As partInternal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act and is a process designed by, or under the supervision of, our audits, we are requiredChief Executive and Chief Financial Officer and effected by our Board, management and other personnel, to obtain an understandingprovide 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 receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors; and

·Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Our management assessed the effectiveness of our internal control over financial reporting but not foras of December 31, 2020. In making this assessment our management used the purposecriteria set forth by the Committee of expressing an opinion on the effectivenessSponsoring Organizations of the Company’sTreadway Commission (COSO) in Internal Control - integrated Framework (2013).

Based on its evaluation, our management has concluded that, as of December 31, 2020, our internal control over financial reporting. Accordingly, we express no such opinion.reporting was not effective. The lack of separation of duties between the Chief Executive Officer and the Chief Financial Officer, being the same person, along with the lack of personnel between processes provided two material weaknesses in the effectiveness of our controls.

 

Our audits included performing procedures to assessWe are a smaller reporting company and are exempt from the risks of material misstatement ofrequirement for an attestation report on the consolidatedCompany’s internal controls over financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating thereporting by our registered public accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.firm.

 

 

/s/ Turner, Stone & Company, L.L.P.PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

Dallas, Texas

March 29, 2018Exhibits

 

We have served as the Company’s auditor since 2006.

Exhibit 

Number

Description
31.1Certification of our Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of our Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of our Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of our Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

  

101.INS* XBRL Instance Document
101.SCH*XBRL Taxonomy Extension Schema Document
101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB* XBRL Extension Labels Linkbase Document
101.DEF*XBRL Taxonomy Extension Definition Linkbase Document
101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document
*Previously filed

  

SIGNATURES

 

In accordance with Section��Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the April 9, 2018.November 4, 2021.

 

FRONTIER OILFIELD SERVICES,TRICCAR INC. 
  
Signature:SIGNATURE: /s/ Don LawhorneMatthew Flemming 
 Don Lawhorne, Matthew Flemming
Chief Executive Officer,
Acting Chief Financial Officer and Director

 

In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated, on the April 9, 2018.November 4, 2021.

 

Signatures Capacity 
    
/s/ Don LawhorneMatthew Flemming Director, Chief Executive Officer
 Matthew Flemmingand Acting Chief Financial Officer 
    
/s/ Bernard R. O’Donnell Director Executive Vice President
 Bernard R. O’Donnell 
    
/s/ John L. StimpsonFrank Federer Director 
Frank Federer

 

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