UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB/A
(Mark One)
| x | Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended June 30, 2006
| ¨ | Transition report under Section 13 or 15(d) of the Exchange Act |
For the transition period from to
Commission file number 000-50299
Catcher Holdings, Inc.
(Exact name of small business issuer as specified in its charter)
| | |
| Delaware | | 62-1751433 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
39526 Charlestown Pike, Hamilton, VA 20158-3322
(Address of principal executive offices)
(540) 882-3087
(Issuer’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Check whether the issuer (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 ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ¨ No x
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:
| | |
Class | | Outstanding at June 30, 2006 |
Common Stock, $.001 par value per share | | 17,139,718 |
Transitional Small Business Disclosure Format (check one): Yes ¨ No x
EXPLANATORY NOTE
The undersigned registrant hereby amends its Quarterly Report on Form 10-QSB for the period ended June 30, 2006 solely for the purpose of revising Item 3 of Part I. This Form 10-QSB/A does not reflect events occurring after the filing of the original Quarterly Report on Form 10-QSB for the period ended June 30, 2006 and, other than as described above, does not modify or update the disclosures in the original Quarterly Report on Form 10-QSB in any way.
The June 30, 2006 financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the year ended December 31, 2005 as filed on Form 10-KSB with the SEC on March 29, 2006 as amended by Amendment No. 2 to Form 10-KSB filed with the SEC on September 20, 2006.
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| Item 3. | Controls and Procedures. |
(a)Evaluation of Disclosure Controls and Procedures.We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’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 for timely decisions regarding required disclosure. 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, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Rule 13a-15(b) of the Securities Exchange of 1934, as amended, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the quarter covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.
After completing our evaluation, in July 2006 we received comments from the SEC staff in relation to Amendment No. 1 to our Registration Statement on Form SB-2. After considering the staff’s comments, our management and the Audit Committee of our Board of Directors concluded that we needed to restate certain of our consolidated financial statements to correct an error in the application of accounting principles with respect to the accounting for acquired research and development. Such restatement is described in more detail in Note 3 to our Consolidated Financial Statements included elsewhere in this report. Based on the foregoing, our Chief Executive Officer and our Chief Financial Officer reviewed and reevaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our Chief Executive Officer and our Chief Financial Officer determined that our disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period covered by this report, notwithstanding the error requiring the restatement. This was based on their conclusion that the error was not indicative of inadequate disclosure controls and procedures.
(b)Changes in Internal Controls.There was no change in our internal control over financial reporting during the quarter ended June 30, 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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EXHIBIT INDEX
| | |
| EXHIBIT # | | DESCRIPTION |
| |
| 31.1 | | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
| 31.2 | | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | |
| | | | CATCHER HOLDINGS, INC. |
| | | |
Date: October 3, 2006 | | | | By: | | /s/ Charles Sander |
| | | | | | | | Name: Charles Sander |
| | | | | | | | Title: Chief Executive Officer |
| | | | | | | | (Principal Executive Officer) |
| | | |
Date: October 3, 2006 | | | | By: | | /s/ Debra Hoopes |
| | | | | | | | Name: Debra Hoopes |
| | | | | | | | Title: Chief Financial Officer |
| | | | | | | | (Principal Financial and Accounting Officer) |
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