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: March 31, 2017
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:
000-55564
KT HIGH-TECH MARKETING, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 81-1004273 |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| 14440 Big Basin Way #12, Saratoga, California | 95070 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:408-663-5247
(Former name, former address and former fiscal year, if changed since last report)N/A
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. Yesx 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). Yesx No¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b- 2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |
| Non-accelerated filer | ¨ | (check one) | Smaller reporting company | x |
| Emerging growth company | ¨ |
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
As of May 12, 2017, there were 27,264,000 shares of Common Stock, $0.0001 par value, issued and outstanding.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A amends the Company’s Quarterly Report on Form 10-Q, as filed by the Company with the Securities and Exchange Commission on May 22, 2017 (the “Form 10-Q”), and is being filed for the purpose of amending Part I, Item 4 of the Form 10-Q to correct the disclosures pertaining to management’s evaluation of the design and operation of the Company’s disclosure controls and procedures, plus management’s assessment of the effectiveness of the Company’s internal control over financial reporting. Except as set forth in Item 4 below and the filing of related certifications, no other changes are made to the Form 10-Q. Unless expressly stated, this Amendment No. 1 does not reflect events occurring after the filing of the Form 10-Q, nor does it modify or update in any way the disclosures contained in the Form 10-Q, including the Company’s financial statements and the footnotes thereto.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer(who is also the principal financial officer), carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our principal executive officer, as appropriate, to allow timely decisions regarding required disclosure.
Material Weaknesses
Management concluded that our internal control over financial reporting was not effective as of December 31, 2016 and that material weaknesses in our internal control over financial reporting existed, as more fully described below.
A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard AS 2201, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that as of December 31, 2016 our internal controls over financial reporting were not effective at the reasonable assurance level:
| 1. | We do not have sufficient resources in our accounting function, which restricts the Company’s ability to gather, analyze and properly review information related to financial reporting in a timely manner. In addition, due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. To the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals in order to achieve proper segregation of duties. |
| 2. | We do not have personnel with sufficient experience with United States generally accepted accounting principles and SEC reporting to address and record certain transactions. |
We have taken steps to remediate the second weakness described above, including by engaging a financial reporting advisor with expertise in SEC reporting and accounting for complex transactions. We intend to continue to address these weaknesses as resources permit. We will continue to monitor the effectiveness of our internal control over financial reporting in the areas affected by the material weaknesses discussed above.
Notwithstanding the assessment that our internal control over financial reporting was not effective and that there are material weaknesses, as identified herein, we believe that our consolidated financial statements contained in this Annual Report fairly present our financial position, results of operations and cash flows, for the years covered thereby, in all material respects.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 6. Exhibits.
| 101.INS | XBRL Instance Document *** |
| 101.SCH | XBRL Taxonomy Extension Schema *** |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase *** |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase *** |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase *** |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase *** |
*Filed herewith
**Furnished herewith
*** Previously filed
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report to be signed on its behalf by the undersigned hereunto duly authorized.
| February 16, 2018 | By | /s/Michael Mo |
| Michael Mo | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
| February 16, 2018 | By | /s/George Henschke |
| George Henschke | ||
| Interim Chief Financial Officer | ||
| (Interim Principal Financial Officer) |