Attached files
| file | filename |
|---|---|
| EX-31.1 - CERTIFICATION - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | asi_10ka2009-ex3101.htm |
| EX-31.2 - CERTIFICATION - ROBERTSON GLOBAL HEALTH SOLUTIONS CORP | asi_10ka2009-ex3102.htm |
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
ANNUAL
REPORT UNDER SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended September 30, 2009
Commission
file number: 0-6428
ASI
Technology Corporation
(Exact
name of registrant as specified in its charter)
|
Nevada
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88-0105586
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(State
or other jurisdiction of
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(I.R.S.
Employer
|
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incorporation
or organization)
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Identification
Number)
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980
American Pacific Drive, Suite #111
Henderson,
Nevada 89014
(Address
of principal executive offices)
(702)
734-1888
(Registrant’s
Telephone Number, Including Area Code)
Securities
registered pursuant to Section 12(b) of the Exchange Act: None
Securities
registered pursuant to Section 12(g) of the Exchange Act:
Common
Stock, par value $0.02
Indicate
by check mark if 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 Exchange 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
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
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).
o
Yes o No (not
required)
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K 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. x
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company . See the definitions of “accelerated filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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 Act). Yes o No x
The
aggregate market value of the issuer’s Common Stock held by non-affiliates of
the registrant on March 31, 2009 was approximately $2.342,000 based on the
closing price as reported on the NASD’s OTC Electronic Bulletin Board
system.
As of
December 15, 2009 there were 17,093,723 shares of ASI Technology Corporation
Common Stock, par value $.02, outstanding.
TABLE
OF CONTENTS
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Page
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PART
II
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ITEM
9A(T). Controls and Procedures
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5
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PART
IV
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SIGNATURES
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6
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Exhibit
Index
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2
EXPLANATORY
NOTE
We filed
our Annual Report on Form 10-K for the year ended September 30, 2009 on December
22, 2009 (the “Original Filing”) and are filing this Amendment No. 1 to the
Annual Report on Form 10-K/A for the year ended September 30, 2009, solely to
amend and replace Item 9A(T) Controls and Procedures and replace Exhibits 31.1
and 31.2 for the year ended September 30, 2009.
Other
than as noted above, no other changes have been made to the Original Report.
This Amendment does not reflect events occurring after the filing of the
Original Report. Accordingly, this Amendment should be read in conjunction
with the Original Report and our other filings subsequent to the filing of the
Original Report.
3
ITEM
9A(T). CONTROLS & PROCEDURES
Attached
as exhibits to this Form 10-K are certifications of our Chief Executive Officer
and Chief Financial Officer that are required in accordance with Rule 13a-14 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This
“Controls and Procedures” section includes information concerning the controls
and controls evaluation referred to in the certifications.
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls (as defined in Rule 13a-15(e) of the Securities
Exchange Act of 1934 as amended (the “Exchange Act”)) and procedures that are
designed to ensure that information required to be disclosed in our Exchange Act
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure. Management necessarily applied its judgment in assessing
the costs and benefits of such controls and procedures, which, by their nature,
can provide only reasonable assurance regarding management’s control
objectives.
At the
conclusion of the period ended September 30, 2009, we carried out an evaluation,
under the supervision and with the participation of our management, including
the Chief Executive Officer and Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures. Based upon
that evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that our disclosure controls and procedures, as defined in Rule
13a-15(e) of the Exchange Act, were effective at September 30, 2009 at the
reasonable assurance level.
Management’s
Report on Internal Control Over Financial Reporting
Management
is responsible for establishing and maintaining adequate internal control over
financial reporting for our company. We maintain internal control over financial
reporting designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles in the
United States of America. Internal control over financial reporting includes
those policies and procedures that (i) pertain to the maintenance of records
that in reasonable detail accurately and fairly reflect the transactions and
dispositions of the assets of ASI; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with authorizations of management and directors of ASI;
and (iii) provide reasonable assurance regarding prevention and timely detection
of unauthorized acquisition, use, or disposition of ASI’s assets that could have
a material effect on the financial statements.
Management
conducted an assessment of the effectiveness of our internal control over
financial reporting as of September 30, 2009 using criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). This assessment included
evaluation of elements such as the design and operating effectiveness of key
financial reporting controls, process documentation, accounting policies, and
our overall control environment. Management’s assessment is supported by testing
and monitoring performed by certain of our finance and accounting personnel of
the operational effectiveness of our internal control. Based on this assessment,
management concluded that the Company’s internal control over financial
reporting was effective as of September 30, 2009.
This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by our independent
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only management’s report in
this annual report.
Changes
In Internal Control Over Financial Reporting
No change
in our internal controls over financial reporting occurred during our last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial
reporting.
4
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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ASI
TECHNOLOGY CORPORATION
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By: /s/ JERRY E.
POLIS
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Jerry
E. Polis
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President
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Date:
February 18, 2010
In
accordance with the 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.
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Name
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Position
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Date
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/s/
JERRY E.
POLIS
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President
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February
18, 2010
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Jerry
E. Polis
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and
Chairman
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(principal
executive officer)
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||
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/s/
ERIC M.
POLIS
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Secretary,
Treasurer and Director
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February
18, 2010
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Eric
M. Polis
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(principal
financial and accounting officer)
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/s/
GERALD L.
EHRENS
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Director
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February
18, 2010
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Gerald
L. Ehrens
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||
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/s/
RICHARD A.
FAIT
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Director
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February
18, 2010
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Richard
A. Fait
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5
EXHIBIT
INDEX
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Exhibit
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Number
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Description of
Exhibit
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31.1
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Certification
of Principal Executive Officer, Pursuant to Exchange Act Rule 13a-14(a),
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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31.2
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Certification
of Principal Financial Officer, Pursuant to Exchange Act Rule 13a-14(a),
as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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6