SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
| For fiscal year ended: | December 31, 2008 |
| Commission File Number: | 2-71136 |
DETONICS SMALL ARMS LIMITED
(Exact name of registrant as specified in it's charter)
| Washington | 91-1150122 |
| State or other Jurisdiction of incorporation or organization | (IRS Employer ID No.) |
14508 SE 51st, Bellevue, WA 98006
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code: (425) 746-6761
Securities registered pursuant to Section 12(b) of the Act: None
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 whether the registrant (1) has Shell company status, (2) has Voluntary filer status, (3) has Well-known seasoned issure status or (4) has Accelerated status.
| Shell company status | Yes ¨ No x |
| Voluntary filer status | Yes ¨ No x |
| Well-known seasoned issure status | Yes ¨ No x |
| Accelerated status | Yes ¨ No x |
DOCUMENTS INCORPORATED BY REFERENCE
Form S-1, Detonics Small Arms Limited, Commission File No. 2-71136, but excluding the balance sheet of Detonics Small Arms Limited and Technology Development Corporation together with the report of independent certified public accountants, is incorporated by reference in Items 1, 5, 11 and 13.
Exhibit Index Pgs. 8-15
EXPLANATORY STATEMENT
This Amendment No. 2 on Form 10-K/A (the "Amendment") amends the Registrant's Annual Report on Form 10-K filed by the Registrant on March 13, 2009 , as amended December 2, 2009, a and is being filed solely to replace in its entirety the information required by Item 9A, and to correct an error on the signature page. This Amendment does not amend or alter any other the information set forth in Registrant's Annual Report on Form 10-K filed on March 13, 2008.
Item 9A
Evaluation of Disclosure Controls and Procedure
The Partnership's disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that are filed or submitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer's management including its principal executive and principal financial officers, or persons performing similar functions (the General Partners), as appropriate to allow timely decisions regarding required disclosure.
In connection with the filing of the Partnership's Annual Report on form 10-K for the fiscal year ended December 31, 2008, the Partnership failed to make the disclosure required by Item 308T of Regulation S-K. The Partnership is filing this amendment to its 10-K to include the required disclosure and to amend its conclusion regarding its disclosure controls and procedures.
In connection with the failed disclosure described above management reviewed the facts and circumstances related to the identification and correction of the failed disclosure. Management determined that the failed disclosure was a material weakness in the system of disclosure controls and the Partnership did re-evaluate the controls surrounding its securities disclosure. Upon re-evaluation, the Partnership decided that management would consult with legal counsel prior to filing its reports under the Exchange Act to ensure that all required disclosure are included in such filings.
Apart from the changes to internal controls mentioned above, the Partnership had no other changes to identified internal controls that has materially affected, or is reasonably likely to materially affect, the Partnership disclosure controls and procedures.
Management's Report on Internal Control Over Financial Reporting
Management of the Partnership is responsible for preparing the Partnership's annual financial statements. Management is also responsible for establishing and maintaining internal control over financial reporting.
The Partnership's internal control contains monitoring mechanisms, and actions are taken to correct deficiencies identified. There are inherent limitations in the effectiveness of any internal control, including the possibility of human error and the circumvention or overriding of controls. Accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation. Further, because of changes in conditions, the effectiveness of internal
control may vary over time.
The Partnership's management assessed the effectiveness of the partnership's internal control over financial reporting as of December 31, 2008. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework. Based on our assessment, we believe that, as of December 31, 2008, the Partnership's internal control over financial reporting is effective.
This annual report does not include an attestation report of the Partnership's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Partnership's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Partnership to provide only management's report in this annual report.
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.
DETONICS SMALL ARMS LIMITED
(Registrant)
| By: | /s/ Michel Maes | |
| | | |
| | Michael Maes | |
| | | |
| | Managing General Partner | |
Date: December 21, 2009
