U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
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[X]
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For
Fiscal Year Ended: September 30, 2008
OR
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[
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _______________ to _______________
Commission file number: 333-130197
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DELTRON, INC.
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(Exact name of registrant as specified in its
charter)
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Nevada
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86-1147933
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(State or other jurisdiction of incorporation or
organization)
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(IRS Employer Identification No.)
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Sabana Oeste, Restaurante Princessa
Marina,
200 Metros Oeste y 100 mts Norte,
Portón Verde, Frente SBC Computadoras,
San Jose,
Republica de Costa Rica
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(Address of principal executive
offices)
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Issuer's telephone number:
506-(8)853-2231
Securities registered under
Section 12(b) of the Act:
None
Securities registered under
Section 12(g) of the 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 15(d) of the Exchange 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 Exchange Act during the past 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K 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, or a smaller
reporting company. See the definitions of the “large accelerated filer,”
“accelerate filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large
Accelerated Filer [ ]
Accelerated
Filer [ ]
Non-Accelerated
Filer [ ]
Smaller reporting company [X]
(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 ?
As of December 1, 2008, 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, was $74,900, based on 3,745,000 shares held by non-affiliates at
the last sales price of $0.02.
As of
December 1, 2008, there were 5,545,000 shares of the registrant's common stock,
par value $0.001, issued and outstanding.
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DOCUMENTS
INCORPORATED BY REFERENCE
If the following documents are incorporated by reference,
briefly describe them and identify 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) of the
Securities Act of 1933, as amended (“Securities Act”).
Not Applicable.
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EXPLANATORY NOTE
This
Amendment No.2 on Form 10-K to the Annual Report on Form 10-K for the year ended
September 30, 2008, of the Registrant which was filed with the Securities
Exchange Commission on December 24, 2008 (the “Original Filing”) is being filed
to amend or include certain disclosure contained in Item 9AT. Controls and
Procedures and in the certifications pursuant to Exchange Act Rules 13a-14(a)
and 15d-14(a).
As
a result of this Amendment No.2, the certifications pursuant to Section 302 and
Section 906 of the Sarbanes-Oxley Act of 2002, as filed as exhibits to the
Original Filing have been re-executed and re-filed as of the date of this
Amendment No. 2 on Form 10-K.
Except
for the Amendment described above, this Form 10-K does not modify or update
other disclosures in, or exhibits to, the Original Filing which are incorporated
by reference herein.
ITEM
9A.[T]
CONTROLS
AND PROCEDURES
Evaluation of Our
Disclosure Controls and Internal Controls
Under the supervision
and with the participation of our senior management, including our chief
executive officer and chief financial officer, we conducted an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the
period covered by this annual report (the “Evaluation Date”). Based on
this evaluation, our chief executive officer and chief financial officer
concluded as of the Evaluation Date that our disclosure controls and procedures
were not effective such that the information relating to us, including our
consolidated subsidiaries, required to be disclosed in our Securities and
Exchange Commission (“SEC”) reports was not (i) recorded, processed, summarized
and reported within the time periods specified in SEC rules and forms, and (ii)
accumulated and communicated to our management, including our chief executive
officer and chief financial officer, as appropriate to allow timely decisions
regarding required disclosure. Management did not file its report on
Internal Control over Financial Report, rendering our annual report materially
deficient.
Management’s
Annual Report on Internal Control Over Financial Reporting.
As
of September 30, 2008, management assessed the effectiveness of our internal
control over financial reporting. The Company's management is responsible
for establishing and maintaining adequate internal control over financial
reporting for the Company. Internal control over financial reporting is a set of
processes designed by, or under the supervision of, the Company's CEO and
contract CFO, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with GAAP and includes those policies and procedures
that:
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Pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect our transactions and dispositions of our assets;
Provide
reasonable assurance our transactions are recorded as necessary to permit
preparation of our financial statements in accordance with GAAP, and that
receipts and expenditures are being made only in accordance with authorizations
of our management and directors; and
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 financial statement. Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Therefore, even those systems determined to be effective
can provide only reasonable assurance of achieving their control objectives.
In evaluating the effectiveness of our internal control over financial
reporting, our management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control
– Integrated Framework. Based on that evaluation, they concluded that, during
the period covered by this report, such internal controls and procedures were
not effective to detect the inappropriate application of US GAAP rules as more
fully described below.
This was due to
deficiencies that existed in the design or operation of our internal controls
over financial reporting that adversely affected our internal controls and that
may be considered to be material weaknesses.
The matters involving
internal controls and procedures that our management considered to be material
weaknesses under the standards of the Public Company Accounting Oversight Board
were: (1) lack of a functioning audit committee due to a lack of a majority of
independent members and a lack of a majority of outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures; (2) inadequate
segregation of duties consistent with control objectives; and (3) ineffective
controls over period end financial disclosure and reporting processes. The
aforementioned material weaknesses were identified by our Chief Executive
Officer in connection with the review of our financial statements as of
September 30, 2008.
Management believes
that the material weaknesses set forth in items (2) and (3) above did not have
an effect on our financial results. However, management believes that the
lack of a functioning audit committee and the lack of a majority of outside
directors on our board of directors results in ineffective oversight in the
establishment and monitoring of required internal controls and procedures, which
could result in a material misstatement in our financial statements in future
periods.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management’s report in this
annual report.
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Officers’ Certifications
Appearing as exhibits
to this Annual Report are “Certifications” of our Chief Executive Officer and
Chief Financial Officer. The Certifications are required pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302
Certifications”). This section of the Annual Report contains information
concerning the Controls Evaluation referred to in the Section 302 Certification.
This information should be read in conjunction with the Section 302
Certifications for a more complete understanding of the topics presented.
Changes in Internal Control Over Financial Reporting
There have been no
changes in our internal control over financial reporting that occurred during
the quarter ended September 30, 2008 that have materially affected or are
reasonably likely to materially affect our internal control over financial
reporting.
PART
IV
ITEM
15.
EXHIBITS,
FINANCIAL STATEMENT SCHEDULES
The following
exhibits are included as part of this report:
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Exhibit
No.
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Description
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3.1
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Articles
of Incorporation of Registrant
(1)
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3.2
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By-Laws
of Registrant
(1)
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14.1
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Code
of Ethics
(2)
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21
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List
of Subsidiaries
(3)
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31.1
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Rule
13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial
Officer
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32.1
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Rule
1350 Certification of Chief Executive and Financial
Officer
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(1)
Filed
with the Securities and Exchange Commission on December 8, 2005 as an exhibit,
numbered as indicated above, to the Registrant’s registration statement on the
Registrant’s Registration Statement on Form SB-2 (file no. 333-130197), which
exhibit is incorporated herein by reference.
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(2)
Filed
with the Securities and Exchange Commission on December 28, 2006 as an exhibit,
numbered as indicated above, to the Registrant’s Annual Report on Form 10-KSB
for the year ended September 30, 2006, which exhibit is incorporated herein by
reference.
(3)
Filed
with the Securities and Exchange Commission on December 24, 2008 as an exhibit,
number as indicated above, to the Registrant’s Annual Report on Form 10-K for
the year ended September 30, 2008, which exhibit is incorporated herein by
reference.
* Filed herewith.
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