Attached files
file | filename |
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EX-31.1 - EXHIBIT 31.1 - LINCOLN FLOORPLANNING CO., INC. | exhibit31-1.htm |
EX-32.1 - EXHIBIT 32.1 - LINCOLN FLOORPLANNING CO., INC. | exhibit32-1.htm |
EX-32.2 - EXHIBIT 32.2 - LINCOLN FLOORPLANNING CO., INC. | exhibit32-2.htm |
EX-31.2 - EXHIBIT 31.2 - LINCOLN FLOORPLANNING CO., INC. | exhibit31-2.htm |
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
_______________________
FORM 10-Q/A
_______________________
(Mark One)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2010
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from _________to _________
Commission File Number: 001-34230
______________________
CHINA POWER TECHNOLOGY, INC.
(Exact name of
registrant as specified in its charter)
_______________________
Nevada | 22-3969766 |
(State or other jurisdiction of | (I.R.S. Employer |
incorporation or organization) | Identification No.) |
No. 12 Gongyuan Road | |
Kaifeng, Henan Province | |
People's Republic of China | 475002 |
(Address of principal executive offices) | (Zip Code) |
86 378 299 6222
(Registrant's telephone number,
including area code)
_______________________
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 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).
Yes [ ] 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 [X] | Smaller reporting company [ ] |
(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).
Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 43,703,704 shares of common stock, par value $0.001 per share, outstanding on August 13, 2010.
EXPLANATORY NOTE
We are filing this amendment in response to a comment in the SEC comment letter dated October 15, 2010. Specifically, we have included full Item 307 disclosure, including managements conclusion regarding the effectiveness of controls and procedures.
Except as described above, no other changes have been made to the original Form 10-Q or the Form 10-Q/A filed on September 20, 2010 (the Previous Filings). Accordingly, this amendment does not reflect events occurring after the original Form 10-Q or modify or update those disclosures, including the exhibits to the Previous Filings, affected by subsequent events. As such, this amendment continues to speak as of August 16, 2010 (the date the original Form 10-Q was filed with the SEC). Accordingly, this amendment should be read in conjunction with the original Form 10-Q and our other reports filed with the SEC subsequent to the filing of our original Form 10-Q, including any amendments to those filings.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), currently dated certifications by our principal executive officer and principal financial officer are filed as exhibits to this amendment under Item 15 of Part IV hereof.
i
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION | 1 |
Item 4. Controls and Procedures | 1 |
PART I FINANCIAL INFORMATION
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, Messrs. Honghai Zhang and SD Liu, respectively, evaluated the effectiveness of our disclosure controls and procedures. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.
Prior to the reverse acquisition, Desheng Boilers and Desheng Installation were subsidiaries of private holding companies and had limited accounting personnel and other resources to establish a high standard of internal control over financial reporting. In connection with the reverse acquisition and the anticipated growth, we added financial and accounting personnel with knowledge of U.S. GAAP and SEC reporting requirements or work experience in a big four audit firm and implemented a U.S. GAAP training program for our accountants.
In connection with the audit of our combined financial statements for the year ended December 31, 2007, 2008 and 2009, our independent registered auditor firm identified three material weaknesses. These weaknesses were: (i) lack of an audit committee and an internal audit department; (ii) lack of sufficient accounting personnel with appropriate understanding of U.S. GAAP and SEC reporting requirements; and (iii) lack of standard chart of accounts and written accounting manual and closing procedures to facilitate preparation of financial statements under U.S. GAAP for financial reporting processes.
We are implementing several measures to address the material weaknesses that have been identified and in conjunction with our application to list on The NASDAQ Global Market, including the following:
-
We have begun the search for suitable candidates for independent directors, including candidates for membership in the audit committee of our board of directors, which we expect to establish by the completion of this offering, to provide adequate oversight of our accounting and financial reporting;
-
We are also planning to found an internal audit department, which will report to the board of directors directly. The internal department will be responsible for performing regular internal audit over financial functions and other operation functions;
-
We are in the process of setting up a standard chart of accounts and are drafting an accounting manual and closing procedures in accordance with U.S. GAAP and SEC reporting standards.
- We plan to hire an internal control consulting firm to provide advisory service to enhance our overall internal control system.
Changes in Internal Control over Financial Reporting
There are no changes in our internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Item 6. Exhibits.
EXHIBITS.
*Filed herewith.
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.
DATED: October 26, 2010
CHINA POWER TECHNOLOGY, INC. | |
/s/SD Liu | |
SD Liu | |
Chief Financial Officer | |
(Principal Financial Officer) |
EXHIBIT INDEX
*Filed herewith.