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 APRIL 30, 2009
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION PERIOD FROM __________________ TO __________________
COMMISSION FILE NUMBER: 333-156056
LIQUID FINANCIAL ENGINES, INC.
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(Name of registrant as specified in its charter)
Florida 26-3439890
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
250 Montgomery Street, Suite 1200, San Francisco, CA 94101
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(Address of principal executive offices) (Zip Code)
(415) 860-8336
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year,
if changed since last report)
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 is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer"
and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act) Yes [X] No [ ]
Indicated the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date, 13,200,000 shares of
common stock are issued and outstanding as of June 8, 2009.
LIQUID FINANCIAL ENGINES, INC.
FORM 10-Q/A
AMENDMENT NO. 1
APRIL 30, 2009
EXPLANATORY PARAGRAPH
This Quarterly Report on Form 10-Q/A (Amendment No. 1) for the period
ended April 30, 2009 is being filed by Liquid Financial Engines, Inc. to amend
disclosure in Part I. Item 4T. Disclosure Controls and Procedures which appeared
in our Quarterly Report on Form 10-Q as filed on June 9, 2009 by deleting in its
entirety said disclosure and substituting it with the following. This amendment
also contains currently dated certifications filed or furnished as Exhibits
31.1, 31.2 and 32.1 hereto. Other than as specifically amended hereby, there are
no other changes in the disclosure which appeared in the Quarterly Report on
Form 10-Q for the period ended April 30, 2009 as filed on June 9, 2009.
PART I. FINANCIAL INFORMATION
ITEM 4T. CONTROLS AND PROCEDURES.
Our management is responsible for establishing and maintaining
disclosure controls and procedures for us. Disclosure controls and procedures
are controls and procedures designed to reasonably assure that information
required to be disclosed in our reports filed under the Securities Exchange Act
of 1934, such as this report, is recorded, processed, summarized and reported
within the time periods prescribed by SEC rules and regulations, and to
reasonably assure that such information is accumulated and communicated to our
management, including our President who also acts as our principal financial and
principal accounting officer, to allow timely decisions regarding required
disclosure.
Our management does not expect that our disclosure controls will
prevent all error and fraud. A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. In addition, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within a company have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns
can occur because of simple error or mistake. Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or more
people or by management override of the control. The design of any systems of
controls also is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions. Over time,
controls may become inadequate because of changes in conditions, or the degree
of compliance with the policies or procedures may deteriorate. Because of these
inherent limitations in a cost-effective control system, misstatements due to
error or fraud may occur and not be detected.
2
As required by Rule 13a-15 under the Securities Exchange Act of 1934,
as of April 30, 2009, the end of the period covered by this report, our
management concluded its evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures. As of the evaluation date,
our President who also serves as our principal financial and accounting officer,
concluded that we do not maintain disclosure controls and procedures that are
effective in providing reasonable assurance that information required to be
disclosed in our reports under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods prescribed by SEC
rules and regulations, and that such information is accumulated and communicated
to our management to allow timely decisions regarding required disclosure. The
material weaknesses in disclosure controls and procedures identified by our
management in connection with the evaluation at April 30, 2009 included the
following areas:
o inadequate segregation of duties consistent with control objectives;
and
o ineffective controls over period end financial disclosure and
reporting processes.
In an effort to remediate the identified material weaknesses we plan to
create a position to segregate duties consistent with control objectives and
increase our personnel resources and technical accounting expertise within the
accounting function when funds are available to us. We anticipate that these
initiatives will be at least partially, if not fully, implemented by April 30,
2010.
There was no change in our internal control over financial reporting
identified in connection with our evaluation that occurred during our last
fiscal quarter (our fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS.
Exhibit No. Description
31.1 Rule 13a-14(a)/15d-14(a) certification of President
31.2 Rule 13a-14(a)/15d-14(a) certification of principal financial and
accounting officer
32.1 Section 1350 certification
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.
Liquid Financial Engines, Inc.
July 16, 2009 By: /s/ Daniel McKelvey
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Daniel McKelvey, President
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