Attached files
| file | filename |
|---|---|
| EX-31.1 - EXHIBIT 31.1 - DETONICS SMALL ARMS LTD | ex31_1.htm |
| EX-31.2 - EXHIBIT 31.2 - DETONICS SMALL ARMS LTD | ex31_2.htm |
| EX-32.1 - EXHIBIT 32.1 - DETONICS SMALL ARMS LTD | ex32_1.htm |
10-K/A
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:
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December
31, 2008
|
|
Commission
File Number:
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2-71136
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DETONICS
SMALL ARMS LIMITED
(Exact
name of registrant as specified in it's charter)
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Washington
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91-1150122
|
|
State
or other Jurisdiction of incorporation or organization
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(IRS
Employer ID No.)
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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
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Yes ¨ No x
|
|
Voluntary
filer status
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Yes ¨ No x
|
|
Well-known
seasoned issure status
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Yes ¨ No x
|
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Accelerated
status
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Yes ¨ No x
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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. 3 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 and December 23, 2009, and is being filed
solely to replace in its entirety the information required by Item
9A. 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.
Management
has concluded that the Partnership's disclosure controls and procedures
were
ineffective as of the end of the fiscal year ended December 31,
2008.
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)
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By:
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/s/
Michel Maes
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|
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Michael
Maes
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||
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Managing
General Partner
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Date:
January 4, 2010