UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
To
FORM 10-QSB
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED November 30, 2006
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: 000-52193
USTELEMATICS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 20-3600207 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |
335 Richert Drive, Wood Dale, Illinois 60191 | ||
(Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (630) 595-0049
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 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 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 ¨ | A ccelerated filer ¨ | Non-accelerated filer x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2) of the Act. Yes ¨ No x.
There were 20,017,478 shares of the registrant's common stock outstanding as of October 30, 2006.
EXPLANATORY NOTE
USTelematics, Inc.filed its Quarterly Report on Form 10-QSB for the three-month period ended November 30, ,2006 with the Securities and Exchange Commission on January 16, 2007. The following item of that report is hereby amended:
(i) Part I, Item 3 (Controls and Procedures).
PART I - FINANCIAL INFORMATION
Item 3. Controls and Procedures.
As of November 30, 2006, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of that date our disclosure controls and procedures were not effective in ensuring that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported, within the time periods specified for each report and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Contributing to our conclusion was the recording of two journal entries to our November 30, 2006 financial statements, based upon issues identified by Blackman Kallick Bartelstein, LLP during their quarterly review, which they identified as material weaknesses. Our management agreed that the deficiencies underlying these entries constituted material weaknesses.
During the quarter ended August 31, 2006 and November 30, 2006, our bookkeeping and financial accounting functions were performed by a small local CPA firm. We have since retained a large national accounting firm to manage our internal accounting and financial reporting systems. That firm has been allowed full-time, unfiltered, internal-level access to our real time electronic accounting system. It works in concert with an internal salaried employee, our Management Information System Manager, to ensure that information required to be disclosed by us in our periodic reports is recorded, processed, summarized and reported promptly and accurately. As a result, we believe that we have corrected the material deficiencies that existed at November 30, 2006. The level of compensation paid to new accounting firm is comparable to the compensation previously paid to the local CPA firm.
We believe that the collective institutional resources at our disposal through the current service arrangements with this outside accounting firm are preferable to those that might be found in any one individual full-time employee. As the Company matures and the volume of transactions increases, we are likely to modify this arrangement and expand our in-house bookkeeping and accounting capabilities.
Changes in Internal Controls
There have been significant changes in our internal controls that could significantly affect those controls subsequent to the date of their last evaluation. As detailed above, in December 2006, we retained a large national accounting firm to manage our internal accounting and financial reporting systems. We believe that these steps have enhanced our financial disclosures.
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PART II - OTHER INFORMATION
Item 6. Exhibits.
31.1* | Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) | |
31.2* | Certification of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) | |
32.1* | Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code | |
32.2* | Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code |
* Filed herewith.
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SIGNATURES
Pursuant to the requirements 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.
USTELEMATICS, INC. | ||
| | |
Date: February 12, 2007 | By: | /s/ Howard Leventhal |
Howard Leventhal President |
Date: February 12, 2007 | By: | /s/ Howard Leventhal |
Howard Leventhal Chief Financial Officer |
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