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 September 30, 2019

 

¨ 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: 333-229710

 

OXFORD NORTHEAST, LTD.

(Exact name of registrant as specified in its charter)

 

New York		7374		83-1567259
(State of incorporation)		(Primary Standard Industrial Classification Number)		(I.R.S. Employer Identification No.)

 

400 Rella Drive, Suite 165, Suffern, New York 10901

 (Address of principal executive offices)

 

888-813-7289

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Exchange Act:
None

 

Securities registered pursuant to Section 12(g) of the Exchange Act:
None

 

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 issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 every Interactive Data File required to be submitted 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 such files). Yes x 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 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
		Emerging Growth Company	x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No ¨

  

The number of shares of the issuer's common stock issued and outstanding as of December 31, 2019 was 10,000,000 shares. No market value has been computed based upon the fact that no active trading market has been established as of December 31, 2019.

 

Documents Incorporated by Reference: None

 

 

EXPLANATORY NOTE

 

Oxford Northeast, Ltd. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K (“Amendment No. 1”) for the fiscal year ended September 30, 2019 originally filed with the Securities and Exchange Commission on December 30, 2019 (the “Original 10-K”) for the sole purpose of including an amended auditor’s report to clarify that Zwick & Banyai, PLLC has served as the Company’s auditor since 2018.

 

In addition, Item 15 of Part IV has been amended to include new certifications by our principal executive officer and principal financial officer as required by Rules 12b-15 and 13a-14 promulgated under the Securities Exchange Act of 1934, as amended. The certifications are filed with this Amendment as Exhibits 31.1 and 31.2.

 

This Amendment No. 1 does not amend, modify or otherwise update any other information in the Original 10-K and does not reflect any events occurring after the filing of the Original 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original 10-K and any other filings we made with the SEC subsequent to the filing of the Original 10-K.

 

 

TABLE OF CONTENTS

 

PART II	4
Item 8 Financial Statements and Supplementary Data	4
PART IV	4
Item 15 Exhibits and Financial Statement Schedules	5
Signatures	6

 

 

PART II

 

Item 8. Financial Statements.

 

Report of Independent Registered Public Accounting Firm

 

Board of Directors and Shareholders

Oxford Northeast, Ltd.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Oxford Northeast, Ltd. as of September 30, 2019 and 2018, and the related statements of income, stockholders’ deficit and cash flows for each of the two years in the period ended September 30, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Oxford Northeast, Ltd. as of September 30, 2019 and 2018, and the results of its operations and its cash flows for each of the two years in the period ended September 30, 2019, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to Oxford Northeast, Ltd. in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Oxford Northeast, Ltd. is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/S/ ZWICK & BANYAI, PLLC

 

We have served as Oxford Northeast, Ltd.'s auditor since 2018.

Southfield, Michigan

 

December 30, 2019

 

 

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

 

Exhibit		Description
3.1		Certificate of Incorporation of Registrant (annexed to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 15, 2019 and incorporated herein by reference)
3.2		By-Laws of Registrant (annexed to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on February 15, 2019 and incorporated herein by reference)
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act
32.1		Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 

 

Dated: January 8, 2020	By:	/s/ Samuel Eisenberg
	Name:	Samuel Eisenberg
	Title:	Chief Executive Officer and Chief Financial Officer, Director (Principal Executive Officer, Principal Financial and Accounting Officer)

 

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.

 

Dated: January 8, 2020	By:	/s/ Samuel Eisenberg
	Name:	Samuel Eisenberg
	Title:	Chief Executive Officer and Chief Financial Officer and Director (Principal Executive Officer, Principal Financial and Accounting Officer)
Dated: January 8, 2020	By:	/s/ Abraham Miller
	Name:	Abraham Miller
	Title:	President and Chairman

 

Dated: January 8, 2020
	By:	/s/Eliezer Raksin
	Name:	Eliezer Raksin
	Title:	Secretary, Director