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

 

FORM 10-K/A
Amendment No. 2

 

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal period ended

September 30, 2012

 

OR

 

o	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 001-35170

 

Universal Business Payment Solutions
Acquisition Corporation
(Exact name of registrant as specified in its charter)

 

Delaware (State or other Jurisdiction of Incorporation or Organization)

90-0632274 (I.R.S. Employer Identification No.)

  

1175 Lancaster Avenue, Suite 100, Berwyn, PA 19312  

 

(Address of Principal Executive Offices including zip code)

 

Registrant’s Telephone Number, Including Area Code (484) 324-7980  

 

Securities Registered Pursuant to Section 12(g) of the Act:

 

Common Stock, $.001 par value per share

 

Name of each exchange on which registered: NASDAQ Capital Market

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ¨   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 Act.  Yes ¨  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 ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 x NO ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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. ¨

 

 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 definition of “accelerated filer,” “large accelerated filer,” and “smaller reporting company,” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer  ¨

Accelerated filer  ¨

Non-accelerated filer ¨

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 ¨  NO x

 

As of March 31, 2012, the aggregate market value of the registrant’s voting stock held by non-affiliates was approximately $37 million based on the number of shares held by non-affiliates as of March 31, 2012, and the last reported sale price of the registrant’s common stock on March 31, 2012.

 

As of January 11, 2013, the latest practicable date, 11,519,094 shares of the registrant’s common stock, $.001 par value per share, were issued and outstanding

 

 

EXPLANATORY NOTE

 

We are filing this Amendment No. 2 to Form 10-K for the fiscal year ended September 30, 2012 (“Amended Report”) pursuant to a SEC comment letter dated May 28, 2013. This Amended Report is being filed to amend the disclosures in “Item 9A. Controls and Procedures” and “Item 15. Exhibits, Financial Statement Schedules” of our Annual Report on Form 10-K for the fiscal year ended September 30, 2012 filed with the SEC on January 14, 2013 (“Original Report”). Item 15 has been changed solely to amend the report of our independent registered accounting public accounting firm. This Amended Report may not reflect events occurring after the filing of the Original Report, nor does it modify or update those disclosures presented therein, except with regard to the modifications described in this Explanatory Note. Accordingly, this Amended Report should be read in conjunction with the Original Report and our other reports filed with the SEC subsequent to the filing of our Original Report, including any amendments to those filings.

 

In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as a result of this Amended Report, the certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed and furnished, respectively, as exhibits to the Original Report have been re-executed and re-filed as of the date of this Amended Report and are included as exhibits hereto.

 

 

 

TABLE OF CONTENTS

 

		PAGE
PART II.
Item 9A.  Controls and Procedures		4
PART IV.
Item 15.  Exhibits, Financial Statement Schedules		6
Signatures		9

 

 

Item 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2012, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended.  Disclosure controls and procedures are designed to ensure that information required to be disclosed by us 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 principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Based upon this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were not effective as of September 30, 2012.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Exchange Act. Our internal control over financial reporting refers to a process designed by, or under the supervision of, our CEO and CFO and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with US GAAP.

 

Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. Because of inherent limitations, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only a reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

 

Management assessed the effectiveness of our internal control over financial reporting as of September 30, 2012, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) Framework to Internal Control Environment.

 

Management has concluded that it did not design and maintain effective controls in that it did not employ an individual with the necessary qualifications to prepare a complete set of financial statements and related footnotes in accordance with US GAAP including all applicable SEC pronouncements as of September 30, 2012. Management concluded that this deficiency constitutes a material weakness in internal control over financial reporting. Due to this material weakness, in preparing our financial statements for the year ended September 30, 2012, we performed additional analysis and other post close procedures to ensure that such financial statements were stated fairly in all material respects in accordance with US GAAP.

 

We do not believe the material weakness described above caused any meaningful or significant misreporting of our financial condition and results of operations for the year ended September 30, 2012.

 

 

Management is pursuing the implementation of corrective measures to address the material weakness described above. In an effort to remediate the previously identified material weakness and other deficiencies and enhance our internal controls, we plan to increase our personnel resources and technical accounting expertise.

 

We believe the remediation measures described will be a step towards remediating the material weakness we previously identified and in strengthening our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in our internal controls over financial reporting as defined in Rule 13a-15(f) under the Exchange Act identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during the fourth quarter ended September 30, 2012, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal controls over financial reporting. Management’s report was not subject to the attestation by our registered public accounting firm pursuant to the rules of the SEC that permit only management’s report in this Annual Report on Form 10-K.

 

 

Item 15. Exhibits, Financial Statement Schedules.

 

(a)(1)

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Audit Committee of the

Board of Directors and Shareholders

of Universal Business Payment Solutions Acquisition Corporation

 

We have audited the accompanying consolidated balance sheets of Universal Business Payment Solutions Acquisition Corporation and its Subsidiaries (collectively the “Company”) as of September 30, 2012 and 2011, and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year ended September 30, 2012, for the period from November 12, 2010 (inception) through September 30, 2011 and for the period from November 12, 2010 (inception) through September 30, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Universal Business Payment Solutions Acquisition Corporation and its Subsidiaries, as of September 30, 2012 and 2011, and the results of its operations and its cash flows for the year ended September 30, 2012, for the period from November 12, 2010 (inception) through September 30, 2011 and for the period from November 12, 2010 (inception) through September 30, 2012 in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/ Marcum llp

 

 

Marcum llp

New York, NY
January 14, 2013

 

 

(a)(3)	Exhibits:  See Exhibit Index appearing on page 8 of this report.

 

 

Exhibit Index

 

Exhibit No.		Document Description
31.1		Certification of the principal executive officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of the principal financial and accounting officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

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.

 

	UNIVERSAL BUSINESS PAYMENT SOLUTIONS ACQUISITION CORPORATION
Date: June 13, 2013	By:	/s/ Bipin C. Shah
		Name: Bipin C. Shah
		Title: Chief Executive Officer
		(Principal Executive Officer)

 

Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

	Signature		Title		Date
By:	/s/ Bipin C. Shah		President, Chief Executive Officer and Director		June 13, 2013
	Bipin C. Shah		(principal executive officer)
By:	*		Chief Financial Officer		June 13, 2013
	Gregory M. Krzemien		(principal financial officer and principal accounting officer)
By:	*		Chief Marketing Officer and Secretary		June 13, 2013
	Peter Davidson
By:	*		Director		June 13, 2013
	Richard S. Braddock
By:	*		Director		June 13, 2013
	Frederick S. Hammer
By:	*		Director		June 13, 2013
	Jonathan M. Lubert
By:	*		Director		June 13, 2013
	Robert Palmer
By:	*		Director		June 13, 2013
	Arthur F. Ryan
*By:	/s/ Bipin C. Shah
	Bipin C. Shah, as Attorney in Fact