UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
| (Mark One) |
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 130215(D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 |
| | |
For the transition period from__________________ to______________________
Commission file number: 000-33385
GENERAL FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
California | | 95-3876317 |
| (State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
| | | |
260 So. Los Robles Avenue, Suite 217 Pasadena, CA 91101 |
| (Address of Principal Executive Offices, including ZIP Code) |
| |
(626) 584-9722 Registrant’s Telephone Number, Including Area Code |
Securities Registered Pursuant to Section 12(b) of the Act: |
Title of each Class | | Name of each Exchange on which Registered |
| Units, each consisting of one share of Common Stock, $0.001 par value, and One Warrant | | American Stock Exchange |
| Common Stock, $0.001 par value | American Stock Exchange |
| Warrants to Purchase Common Stock | American Stock Exchange |
| |
Securities Registered Pursuant to Section 12(g) of the Act: |
| None |
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 requirements for the past 90 days. 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, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K/A or any amendment to this Form 10-K/A. x |
| |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x |
| |
Indicate by check mark if whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨ |
Explanatory Note
General Finance Corporation (the “Company”) is filing this amendment No. 1 to Form 10-K for the year ended December 31, 2006 to correct the cover page item “Securities Registered Pursuant to Section 12(b) of the Act.”
ITEM 9A. CONTROLS AND PROCEDURES
Ronald F. Valenta (our principal executive officer) and Charles E. Barrantes (our principal financial officer) carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2006. Based upon that evaluation, they concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified under the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entity’s disclosure objectives. The likelihood of achieving such objectives is affected by limitations inherent in disclosure controls and procedures. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process.
There has not been any change in our internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the quarter ended December 31, 2006 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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.
| | GENERAL FINANCE CORPORATION |
| | | |
| | | |
| | By: | /s/ Ronald F. Valenta |
| | | Name: Ronald F. Valenta |
| | | Title: Chief Executive Officer |
Date: February 26, 2007
INDEX TO EXHIBITS
Exhibit
31.1 Certification of Ronald F. Valenta under Section 302 of Sarbanes-Oxley Act
31.2 Certification of Charles E. Barrantes under Section 302 of Sarbanes-Oxley Act
