- Amended Annual Report (10-K/A)
December 23 2009 - 1:07PM
Edgar (US Regulatory)
FORM
10-K/A
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF
1934
For the
fiscal year ended April 30, 2009
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF
1934
For the
transition period from __________ to __________
Commission
File Number 33-55254-10
Drinks
Americas Holdings, Ltd.
(Exact
name of small business issuer as specified in its charter)
Delaware
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87-0438825
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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372
Danbury Road
Wilton,
CT 06897
(Address
of principal executive offices)
(203)
762-7000
(Issuer's
telephone number)
Securities
registered under Section 12(b) of the Exchange Act: (none)
Securities
registered under Section 12(g) of the Exchange Act: Common
Stock,
$.001 par value per share
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes
o
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
o
No
x
Indicate
by check mark whether the issuer (1) 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
o
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, 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
o
No
x
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.
o
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. (Check one):
Large
accelerated filer
o
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Accelerated
filer
o
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|
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Non-accelerated
filer
o
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Smaller
reporting company
x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
o
Yes
x
No
The
aggregate market value held by non-affiliates of the registrant based on
the October 31, 2008 closing price was approximately $14,827,622 . The
registrant had 94,016,716 shares of common stock outstanding at July 31,
2009.
DOCUMENTS
INCORPORPORATED BY REFERENCE
None
EXPLANATORY
NOTE
Drinks
Americas Holdings, Ltd. (the “Company”) is filing this amendment to its Form
10-K filing for the fiscal year ended April 30, 2009, initially filed with the
Securities and Exchange Commission (the “SEC”) on August 13, 2009, to amend the
disclosure provided under Item 9A(T) Controls and Procedures, which Item is
amended and restated in its entirely. We have also attached the
certifications required by Item 15 as exhibits.
The
Certifications which were
inadvertently
omitted in the previous filing are now attached.
ITEM
9A(T). CONTROLS AND PROCEDURES
MANAGEMENT’S
ANNUAL REPORT ON INTERNAL CONTROL OVER FINICAL REPORTING
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f)
under the Exchange Act. Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Our internal control
over financial reporting includes those policies and procedures that are
intended to:
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1.
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pertain
to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of our
assets;
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2.
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provide
reasonable assurance that transactions are recorded as necessary to permit
reparation 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
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3.
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provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of our assets that could
have a material effect on our financial
statements.
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Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Management's
assessment of the effectiveness of the small business issuer's internal control
over financial reporting is as of the year ended April 30, 2009. We believe that
internal control over financial reporting is effective. We have not identified
any, current material weaknesses considering the nature and extent of our
current operations and any risks or errors in financial reporting under current
operations.
In
making this assessment, management used
the criteria set forth
in
the
Internal
Control-Integrated Framew
ork issued
by the Committee
of Sponsoring Organizations of the
Treadway Com
mission
.
This
annual report does not include an attestation report of the Company's registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the SEC that permit the
Company to provide only management's report in this annual report.
There was
no change in our internal control over financial reporting that occurred during
the fiscal quarter ended April 30, 2009, that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
Item 15. Exhibits
31.1
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Certification
of J. Patrick Kenny, President, Chief Executive Officer and Chief
Accounting Officer
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32.1
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Certification
of J. Patrick Kenny, President, Chief Executive Officer and Chief
Accounting Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of
2002
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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.
December
23, 2009
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DRINKS
AMERICAS HOLDINGS, LTD.
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By:
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/s/
J. Patrick Kenny
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J.
Patrick Kenny
President,
Chief Executive Officer and Chief Accounting Officer
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