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EX-99.1 - GBS Enterprises Incv225093_ex99-1.htm
EX-99.2 - GBS Enterprises Incv225093_ex99-2.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 14, 2011

GBS ENTERPRISES INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Nevada
000-53223
27-3755055
(State of Incorporation)
(Commission File No.)
(IRS Employer Identification No.)
302 North Brooke Drive
Canton, GA 30014
(Address of Principal Executive Offices) (Zip Code)

(404) 474-7256
(Registrant's Telephone Number, including area code)

N/A
(Former name or former address, if changed since last report)

Copies to:
Philip Magri, Esq.
The Sourlis Law Firm
130 Maple Avenue, Suite 9B2
Red Bank, New Jersey 07701
Direct Dial: (646) 373-7430
T: (732) 530-9007
F: (732) 530-9008
www.SourlisLaw.com

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

 
 

 
 
Explanatory Note

On March 11, 2011, the Registrant filed a Form 8-K with the Securities and Exchange Commission (the “SEC”) regarding a PowerPoint presentation to be made by management at the ROTH Capital Partners 23rd Annual OC Growth Stock Conference in Dana Point, California on March 14, 2011.  The presentation was filed as Exhibit 99.1 to the originally filed Form 8-K. The presentation, however, contained certain non-GAAP financial measures, as defined under Regulation G of the rules and regulations of the SEC. For the purposes of Regulation G, a “non-GAAP financial measure” is a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statement of operations, balance sheet or statement of cash flows of the registrant; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated or presented.  For purposes of the definition, “GAAP” refers to generally accepted accounting principles in the United States.  Pursuant to the requirements of Regulation G, the Registrant has provided, as part Exhibit 99.2 to this Form 8-K/A Amendment No. 1, a reconciliation of each of the non-GAAP financial measures to the most directly comparable GAAP financial measure. The slide presentation is being refiled as Exhibit 99.1 to this Form 8-K/A Amendment No. 1.

Item 7.01. Regulation FD Disclosure.

The slide presentation attached hereto as Exhibit 99.1, and incorporated herein by reference, will be presented by the Registrant at the ROTH Capital Partners 23 rd  Annual OC Growth Stock Conference in Dana Point, California on March 14, 2011, and may be used by the Registrant in various other presentations to investors.

The Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand the future prospects of a company and make informed investment decisions. This Current Report and exhibit may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.

The information in this Current Report furnished pursuant to Items 7.01 and 9.01 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. This information shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended. The furnishing of the information in this Current Report in not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information this Current Report contains is material investor information that is not otherwise publicly available.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are included with this report:
Exhibit No.
Exhibit Description
   
99.1
Slide presentation
99.2
Regulation G – GAAP reconciliations to non-GAAP financial measures in Exhibit 99.1

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 hereunto duly authorized.
 
 
GBS ENTERPRISES INCORPORATED
         
 
By:
/s/ Ronald Everett
 
   
 
Ronald Everett
     
Chief Financial Officer
     
(Principal Financial and Accounting Officer)
 
       
 
Dated:
June 6, 2011