Which should be especially interesting given that the latest amendment of the 10-K was in the Controls and Procedures section, as the SEC had to remind them:
sec.gov
We do not see where you have disclosed management’s conclusion on the effectiveness of your disclosure controls and procedures at December 31, 2010 as required by Item 307 of Regulation S-K. Please note that Item 307 of Regulation S-K is a separate requirement from the requirements of Item 308 of Regulation S-K. Item 307 of Regulation S-K requires you to disclose the conclusion of your principle executive and principle financial officers regarding the effectiveness of your disclosure controls and procedures based on their evaluation of your controls and procedures as of the end of the period covered by the report, while Item 308 of Regulation S-K requires you to provide management’s annual report on internal control over financial reporting that is based on management’s assessment of the effectiveness of the your internal control over financial reporting as of the end of the period covered by your Form 10-K. Please amend your filing to disclose the conclusions of your principal executive and principal financial officers, or persons performing similar functions, regarding the effectiveness of your disclosure controls and procedures as of the end of the period covered by the report.
Please amend your Form 10-K to include a statement concluding on whether your internal control over financial reporting was effective or was not effective as of December 31, 2010 as required by Item 308 (a)(3) of Regulation S-K.
So they did:
"We are filing this Amendment No. 1 (the “Amendment”) on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the “Original Form 10-K”), which was filed with the Securities and Exchange Commission on April 20, 2011. This Amendment is being filed to revise Item 9A of the Original Form 10-K."
"Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2010. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are ineffective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules."
"Based on this assessment, Management including our principal executive and financial officer concluded that the Company’s internal controls over financial reporting was not effective and did contain significant deficiencies, in part as a result of material weakness , as discussed below. "
sec.gov
And after they did that, the SEC had one additional reminder, in their final love note prior to the filing of their complaint in District Court:
Dear Mr. Bordynuik:
We have completed our review of your filings. We remind you that our comments or changes to disclosure in response to our comments do not foreclose the Commission from taking any action with respect to the company or the filings and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
sec.gov
Can hardly wait for that 10-K!
Can you imagine if this was the first 10-K that you, as a brand new CFO, had to sign off on?
Will both the new CFO and the "top tier audit firm" buy the ZERO Inventory concept?
Is it too soon to start the pool? |
