UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended January 31, 2009
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________________ to _______________
333-102441
(Commission file number)
BRINX RESOURCES LTD.
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction Of incorporation or organization) | | 98-0388682 (IRS Employer Identification No.) |
820 Piedra Vista Road NE, Albuquerque, New Mexico 87123
(Address of principal executive offices) (Zip Code)
(505) 250-9992
(Registrant’s telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
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 Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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 whether the registrant is a large accelerated filer, an 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 Rule 12b-2 of the Exchange Act.
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 Exchange Act).
[ ]Yes [x] No
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 24,529,832 shares of Common Stock, $0.001 par value, as of March 6, 2009
EXPLANATORY NOTE
We are filing this Amendment No. 1 to Form 10-Q for the quarter ended January 31, 2009, as originally filed with the SEC on March 9, 2009 to (1) revise Item 4 to report on management’s assessment of internal control over financial reporting, and (2) file a currently dated certification by our principal executive and principal financial officer.
This Amendment No. 1 continues to speak as of the date of the original Form 10-Q for the quarter ended January 31, 2009 and we have not updated or amended the disclosures contained herein to reflect events that have occurred since the filing of the Form 10-Q, or modified or updated those disclosures in any way other than as described in the preceding paragraphs. Accordingly, this Amendment No. 1 should be read in conjunction with our filings made with the SEC subsequent to the filing of the original Form 10-Q on March 9, 2009.
PART I. FINANCIAL INFORMATION
Item 4. Controls and Procedures
Evaluation Of Disclosure Controls And Procedures
Disclosure controls and procedures, as defined in Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our sole officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Rule 15d-15 under the Exchange Act, requires us to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2009, being the date of our most recently completed fiscal year end. This evaluation was implemented under the supervision and with the participation of our sole officer, Leroy Halterman. Based on this evaluation, Mr. Halterman concluded that the design and operation of our disclosure controls and procedures are not effective since the following material weaknesses exist:
| · | We rely on external consultants for the preparation of our financial statements and reports. As a result, our sole officer may not be able to identify errors and irregularities in the financial statements and reports. |
| · | We have a sole officer who is also a director. Our board of directors consists of only two members. Therefore, there is an inherent lack of segregation of duties and a limited independent governing board. |
| · | We rely on an external consultant for bookkeeping functions, some of which do not have standard procedures in place for formal review by our sole officer. |
Changes In Internal Controls Over Financial Reporting
In connection with the evaluation of our internal controls during our last fiscal quarter, our sole officer has concluded that there were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended January 31, 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II. OTHER INFORMATION
Item 6. Exhibits.
Regulation S-X Number | Exhibit |
| 3.1 | Articles of Incorporation (1) |
| 3.2 | Bylaws (1) |
| 3.3 | Certificate of Change Pursuant to NRS 78.209 (2) |
| 3.4 | Amended Bylaws (3) |
| 3.5 | Amendment to the Articles of Incorporation (3) |
| 31.1 | Rule 15d-14(a) Certification |
| 32.2 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
_______________________
| (1) | Incorporated by reference to the exhibits to the registrant’s registration statement on Form SB-1, file number 333-102441. |
| (2) | Incorporated by reference to the exhibits to the registrant’s current report on Form 8-K dated September 26, 2004, filed September 27, 2004. |
| (3) | Incorporated by reference to the exhibits to the registrant’s current report on Form 8-K dated December 3, 2008, filed January 13, 2009. |
SIGNATURES
| | BRINX RESOURCES LTD. | |
| | | | |
| Date: September 18, 2009 | By: | /s/ Leroy Halterman | |
| | | Leroy Halterman | |
| | | President, Secretary & Treasurer | |
| | | (principal executive and financial officer) | |
