UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
x | Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 |
| For the fiscal year ended: December 31, 2007 |
or | |
o | 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: 0-24684
ADUDDELL INDUSTRIES, INC.
(Name of issuer in its charter)
Oklahoma (State of incorporation) | 73-1587867 (I.R.S. Employer ID no.) |
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14220 S. Meridian Avenue Oklahoma City, Oklahoma (Address of Principal Executive Offices) | 73173 (Zip Code) |
Issuer’s telephone number, including area code: (405) 692-2300
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (par value $0.001 per share)
(Title of Class)
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the securities Act. Yes o 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 o 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 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 at least the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) 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 or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer, accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check On:)
Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller Reporting Company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
On June 30, 2007, the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold was $17,528,317.
Shares of common stock outstanding as of March 1, 2008: 53,965,854
EXPLANATORY NOTE:
The purpose of this Form 10-K/A is to amend Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, which was filed with the Securities and Exchange Commission on May 2, 2008 (the “2007 Form 10-K”). The 2007 Form 10-K originally reported that, because of our liquidity issues in late 2007, a full review of our internal controls was not completed. Through the limited review and enhancement procedures that were undertaken, however, our management concluded that the design and operations of our internal controls over financial reporting at December 31, 2007 were effective and provided reasonable assurance that the books and records accurately reflected our transactions.
This amendment to the 2007 Form 10-K is to provide management’s annual report on internal control over financial reporting as required by Part II, Item 9A of Form 10-K. For purposes of this amendment, and in accordance with Rule 12b-15 under the Exchange Act, Part II, Item 9A has been amended and restated in its entirety. No attempt has been made in this amendment to modify or update any other disclosures as presented in the 2007 Form 10-K. In addition, as required by Rule 12b-15 under the Exchange Act, new certifications by our principal executive officer and principal financial officer are being filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof.
PART II.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
It is the responsibility of our chief executive officer and our chief financial officer to ensure that we maintain controls and other procedures designed to ensure that the information required to be disclosed by us in reports that we file with the Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified by in the Commission’s rules and forms. 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, as appropriate to allow timely decisions regarding required disclosure.
Our chief financial officer resigned on March 21, 2008. Our chief executive officer, Tim Aduddell, assumed the role of principal financial officer on that same date and through the filing of this report. Mr. Aduddell will continue in both principal officer roles as chief executive officer and interim chief financial officer until a replacement chief financial officer is named. As a direct result of the resignation of our chief financial officer, we were unable to file this report timely with the SEC.
The Company carried out an evaluation under the supervision and with the participation of management, including the chief executive / interim chief financial officer, of the effectiveness of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-15 as of the end of the period covered by this report.
Due to the small size of our financial reporting department we were unable to provide adequate resources on a timely basis to overcome the resignation of our chief financial officer and file a timely report. We believe the small size of our financial reporting department represents a material weakness in our disclosure controls and procedures. Consequently, our chief executive / interim chief financial officer has concluded that our disclosure controls and procedures were not effective as of December 31, 2007. Irrespective of this material weakness, we believe our consolidated financial statements included in
this Annual Report on Form 10-K filed on May 2, 2008 fairly present in all material respects our financial position, results of operations and cash flows for the periods presented in accordance with United States generally accepted accounting principles.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining effective internal control over financial reporting as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed under the supervision of our principal executive officer and principal financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Our management assessed the effectiveness of our internal control over financial reporting as of Decmber 31, 2007 based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework , issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment, management determined that we maintained effective internal control over financial reporting as of December 31, 2007, based on those criteria.
This report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a)(3) Exhibits
Exhibit No. |
Description of Exhibit |
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31.1 | Rule 13a-14 Certification of Chief Executive Officer and Interim Chief Financial Officer |
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32.1 | Section 1350 Certification of Chief Executive Officer and Interim Chief Financial Officer |
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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.
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| Aduddell Industries, Inc. | |
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Date: November 17, 2008 | By: | /s/ Tim Aduddell |
| Tim Aduddell | |
| President, Chief Executive Officer and | |
| Interim Chief Financial Officer | |
Pursuant to the requirements of the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Name |
Title |
Date |
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/s/ Tim Aduddell | Director | November 17, 2008 |
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/s/ Ron Carte | Director | November 17, 2008 |
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/s/ Thomas Parrish | Director | November 17, 2008 |
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/s/ Howard Betsa | Director | November 17, 2008 |
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/s/ David Farragut | Director | November 17, 2008 |
INDEX TO EXHIBITS
Exhibit No. |
Description |
Method of Filing |
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31.1 | Rule 13a-14 Certification of Chief Executive Officer and Interim Chief Financial Officer | Filed herewith electronically |
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32.1 | Section 1350 Certification of Chief Executive Officer and Interim Chief Financial Officer | Filed herewith electronically |
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