UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K /A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2013
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 001-34911
TROPIC INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
| Nevada | None | |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) | |
1057 Parkinson Road, Unit #9 Woodstock, Ontario, Canada |
N4S 7W3 | |
| (Address of principal executive offices) | (Zip Code) |
(519) 421-1900
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Common Stock, $0.001 par value | N/A | |
| Title of each class | Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act:
None
(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. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 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 [ ] 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. [X]
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 [ ] | 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]
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $Nil
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 12,264,146 as of December 9, 2013
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None
EXPLANATORY NOTE
This Amendment No. 1 to the annual report on Form 10-K of Tropic International Inc. (“we”, “our”, “us”) for the year ended August 31, 2013 and filed with the Securities and Exchange Commission on December 9, 2013 (the “Form 10-K”), is being filed for the sole purpose of correcting certain disclosure issues in Item 9A of the Form 10-K.
No other changes have been made to the Form 10-K. Other than as described above, this Amendment No. 1 to the Form 10-K speaks as of the filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Form 10-K.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
As of the end of the period covered by this report, management, with the participation of our Chief Executive and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures. Based upon this evaluation, management concluded that our disclosure controls and procedures were not effective due to certain deficiencies in our internal control over financial reporting. These deficiencies include the fact that we have no audit committee, traditionally have had no independent directors, and do not have a system in place to review and monitor internal control over financial reporting.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that a reasonable possibility exists that a material misstatement of our financial statements will not be prevented or detected on a timely basis. The deficiencies described above constitute, both individually and in the aggregate, a material weakness given their potential impact on our financial reporting and internal control over financial reporting.
Management is currently evaluating remediation plans for the deficiencies and will implement changes as time and financial resources allow.
Internal Control over Financial Reporting
Management’s Annual Report on Internal Control over Financial Reporting
This annual report does not include a report of management’s assessment regarding our internal control over financial reporting due to management’s inability to conduct such an assessment between the Closing Date and the date of this Report. Management’s focus on completing the Share Exchange during the year ended August 31, 2013 and carrying out Tropic Spa’s transition from a private entity into a public company between the Closing Date and the end of the period covered by this Report, as well as subsequent thereto, account for this inability. If management were to conduct an assessment regarding our internal control over financial reporting, however, its scope would include the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART IV
Item 15. Exhibits
The following documents are filed as a part of this annual report.
| Exhibit
Number |
Exhibit Description | |
| 3(i).1 | Articles of Incorporation filed with the Nevada Secretary of State on October 29, 2007 (1) | |
| 3(i).2 | Certificate of Amendment filed with the Nevada Secretary of State on August 24, 2010 (1) | |
| 3(i).3 | Certificate of Amendment filed with the Nevada Secretary of State on April 17, 2013 (2) | |
| 3(i).4 | Articles of Merger filed with the Nevada Secretary of State on December 6, 2013 | |
| 3(ii).1 | By-Laws (1) | |
| 10.1 | Share Exchange Agreement dated June 28, 2013 with 1896432 Ontario Inc., Tropic Spa Inc. and the shareholders of Tropic Spa Inc. (3) | |
| 21 | 1896431 Ontario Inc. (Ontario, Canada), 1896432 Ontario Inc. (Ontario, Canada), Tropic Spa Inc. (Ontario, Canada) | |
| 31.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | XBRL Instance Document (4) | |
| 101.SCH | XBRL Taxonomy Extension Schema (4) | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase (4) | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase (4) | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase (4) | |
| 101.PRE | XBRL Taxonomy Presentation Linkbase (4) |
| (1) | Incorporated by reference from our Registration Statement on Form 10, filed with the SEC on October 15, 2010. |
| (2) | Incorporated by reference from our Quarterly Report on Form 10-Q, filed with the SEC on June 20, 2013. |
| (3) | Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on July 3, 2013. |
| (4) | Incorporated by reference from our Annual Report on Form 10-K, filed with the SEC on December 9, 2013. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: February 21 , 201 4 | TROPIC INTERNATIONAL INC. | |
| By: | /s/ John Marmora | |
| John Marmora | ||
| President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director | ||
Pursuant to the requirements 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 | ||
| /s/ John Marmora | President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director | February 21 , 201 4 | ||
| John Marmora |