Attached files
| file | filename |
|---|---|
| EX-32.1 - NowAuto Group, Inc. | v176703_ex32-1.htm |
| EX-31.1 - NowAuto Group, Inc. | v176703_ex31-1.htm |
| EX-31.2 - NowAuto Group, Inc. | v176703_ex31-2.htm |
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 June
30, 2008
Commission
file number 000-50709
NOWAUTO GROUP,
INC.
(Exact
name of small business issuer as specified in its charter)
Nevada
77-0594821
(State or
other jurisdiction of (I.R.S. Employer
Incorporation
or organization) Identification No.)
4240 East Elwood Street,
Phoenix, Arizona 85040
(Address
of principal executive offices) (Zip Code)
Registrant's
Telephone Number: (480) 431-0015
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act
COMMON
STOCK
(Title of
Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
o Yes x No
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
o Yes x No
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. x
Yes o
No
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 Yes
o 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. (Check one):
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company x
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(Do not
check if a smaller reporting company)
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)
o Yes x No
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:
As of
June 30, 2008 there were 9,843,046 shares of common stock
outstanding.
This
filing is an abbreviated amendment of the Form 10-K for the Fiscal Year Ended
June 30, 2008. It’s purpose is to restate in Item 9A.
Item
9A - Controls and Procedures
ITEM 9A (T). CONTROLS AND
PROCEDURES
(a) EVALUATION OF DISCLOSURE CONTROLS AND
PROCEDURES
The
Company carried out, under the supervision and with the participation of the
Company’s management, including the Company’s Chief Executive Officer and the
Company’s Chief Financial Officer, an evaluation of the effectiveness of the
design and operation of the Company’s disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act
of 1934, as amended). Based on their evaluation, the Company’s Chief
Executive Officer and its Chief Financial Officer concluded that, as of June 30,
2008, the Company’s disclosure controls and procedures were not effective
because of the material weaknesses identified as of such date discussed below.
Notwithstanding, the existence of the material weaknesses described below,
management has concluded that the consolidated financial statements in this Form
10-K fairly present, in all material respects, the Company’s financial position,
results of operations and cash flows for the periods and dates
presented.
(b) MANAGEMENT'S ANNUAL REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
The
Company’s management is responsible for establishing and maintaining adequate
internal control over financial reporting as defined in Rule 13a-15(f) under the
Securities Exchange Act of 1934. Our internal control over financial
reporting is 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.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions or that the
degree of compliance with the policies or procedures may
deteriorate.
With the
participation of the Company’s Chief Executive Officer and Chief Financial
Officer, management conducted an evaluation of the effectiveness of our internal
control over financial reporting as of June 30, 2008, based on the framework and
criteria established in Internal Control – Integrated
Framework, issued by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”).
A
material weakness is a significant deficiency, or combination of significant
deficiencies, that result in more than a remote likelihood that a material
misstatement of the annual or interim financial statements will occur and not be
detected by management before the financial statements are published. In
its assessment of the effectiveness in internal control over financial reporting
as of June 30, 2008, the Company determined that there were control deficiencies
that constituted a material weakness, as described below.
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Ø
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While
the Company does have skilled accounting staff, the number of staff is not
adequate to achieve division of duties as a
control.
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Ø
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We
are currently using multiple nonintegrated software applications, some of
which are lacking adequate
security.
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Ø
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There
is a risk surrounding the safeguarding of assets, namely cash payments
made by customers.
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Ø
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We
have not tested the operating effectiveness of our controls over financial
reporting. During our review process we created and implemented new
controls and procedures. However due to time and staff constraints, we did
not test our controls over financial reporting in accordance with COSO
standards. Since we have not completely tested our controls, we have
determined that our controls over financial reporting were
ineffective.
|
Due to
these material weaknesses, management concluded that our internal control over
financial reporting was not effective as of June 30, 2008. There
were no changes in our internal control over financial reporting that occurred
during our last fiscal quarter that have materially affected, or are reasonably
likely to materially affect, out internal control over financial
reporting.
(c)
REMEDIATION
Plans are
already underway to convert into a different system. A fully integrated,
midrange industry specific system has been selected. Subsequent to the date of
this report, final negotiates were completed and a conversion schedule was set
to begin the third week of October 2008. The new system offers significantly
higher levels of security and control of cash receipts. Additional resources
will allocated as time and money allows to address the staffing, control
assessment, and control testing.
This
annual report does not include an attestation report of the Company’s
independent registered public accounting firm regarding internal control over
financial reporting. Managements’ report was not subject to attestation by the
Company’s independent 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.
Item
15 - Exhibits
31.1.
Rule 13a-14(a) certification
31.2.
Rule 13a-14(a) certification
32.1.
Rule Section 1350 certification
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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NOW
AUTO GROUP, INC.
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Date:
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By:
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/s/ Scott
Miller,
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3/9/10
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Scott
Miller,
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Chief
Executive Officer
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NOW
AUTO GROUP, INC.
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Date:
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By:
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/s/ Faith
Forbis
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3/9/10
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Faith
Forbis
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Chief
Financial Officer, Principle Accounting
Officer
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