UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
þ
ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the Fiscal Year Ended December 31, 2008
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
Commission
file number:
000-52397
ENERGY
COMPOSITES CORPORATION
(Formerly
Las Palmas Mobile Estates)
(Exact
name of registrant as specified in its charter)
|
Nevada
|
88-0409170
|
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
4400
Commerce Drive, Wisconsin Rapids, Wisconsin
|
54494
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(715) 421-2060
Securities
registered pursuant to Section 12(b) of the Act:
None
Securities
registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par
value
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes
¨
No
þ
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
þ
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
þ
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 the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
|
Large
accelerated filer
o
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Accelerated
filer
o
|
|
Non-accelerated
filer
o
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Smaller
reporting company
þ
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes
o
No
þ
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:
$990,000
Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:
42,028,901 shares as of March 20,
2009
PORTIONS
OF THE FOLLOWING DOCUMENTS ARE INCORPORATED HEREIN BY REFERENCE: Proxy Statement
for 2009 Annual Meeting of Stockholders (to be filed with the Commission under
Regulation 14A within 120 days after the end of the registrant’s fiscal year
and, upon such filing, to be incorporated by reference into Part III to the
extent indicated therein).
EXPLANATORY
NOTE
We are
filing this Amendment No. 1 to Form 10-K for the fiscal year ended December 31,
2008, as originally filed with the SEC on March 31, 2009 to (1) revise Item 9A
to report on management’s assessment of internal control over financial
reporting, and (2) file currently dated certifications by our principal
executive and principal financial officer.
This
Amendment No. 1 continues to speak as of the date of the original Form 10-K for
the fiscal year ended December 31, 2008 and we have not updated or amended the
disclosures contained herein to reflect events that have occurred since the
filing of the Form 10-K, or modified or updated those disclosures in any way
other than as described in the preceding paragraph. Accordingly, this
Amendment No. 1 should be read in conjunction with our filings made with the SEC
subsequent to the filing of the original Form 10-K on March 31,
2009.
2
Item
9A. Controls and
Procedures.
Evaluation
of Disclosure Controls and Procedures and Changes in Internal
Controls
As of the
end of the period covered by this annual report on Form 10-K, we carried out any
evaluation under the supervision and with the participation of our management,
including the Chief Executive Officer (“CEO”) and Principal Financial Officer
(“CFO”), of the effectiveness of the design and operation of our disclosure
controls and procedures as defined in Exchange Act Rules
13a-15(e). Disclosure controls and procedures are designed to ensure
that information required to be disclosed in our reports filed under the
Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed,
summarized and reported within the time periods specified by the SEC’s rules and
forms and that such information is accumulated and communicated to our
management, including the CEO and CFO, to allow timely decisions regarding
required disclosure. Based on this evaluation, our CEO and CFO
concluded that the design and operation of our disclosure controls and
procedures were effective as of December 31, 2008.
On
October 14, 2008, we acquired AFT through a reverse acquisition. We
excluded AFT from our evaluation of internal control over financial
reporting. Due to the significance of this acquisition to our Company
as a whole and the limited amount of time available to us, we did not have
enough resources to assess the internal controls of AFT for this annual
report. We will evaluate and report on our internal controls over
financial reporting, including AFT, in fiscal 2009.
Changes
in Internal Control over Financial Reporting
With the
addition of new processes and procedures associated with the reverse acquisition
of AFT, there were changes in our internal control over financial reporting that
have materially affected our internal control over financial
reporting. These changes include an increased requirement of business
transaction review as AFT is an operating entity and an increased requirement of
board oversight and review as we execute our growth strategy. The
acquisition of AFT also adds greater accounting and financial reporting
resources, specifically accounting staff, to manage these changes in our
internal control over financial reporting.
Management’s
Annual Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and
15d-15(f). Our internal control over financial reporting is a process
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.
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.
Under the
supervision and with the participation of our management, including our CEO
and CFO, we conducted an evaluation of the effectiveness of our internal control
over financial reporting as of December 31, 2008 based on the criteria
established in
Internal
Control – Integrated Framework
issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on the results of
this evaluation, we concluded that our internal control over financial reporting
was effective as of December 31, 2008.
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
requirements by our registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the company to
provide only management’s report in this annual report.
3
PART
IV
Item
15. Exhibits,
Financial Statement Schedules.
|
Regulation
S-K
Number
|
Document
|
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3.1
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Articles
of Merger effective October 14, 2008 (1)
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3.2
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Amended
and Restated Articles of Incorporation effective October 14, 2008
(1)
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3.3
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Amended
and Restated Bylaws adopted October 14, 2008 (1)
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4.1
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Form
of Debenture (2)
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4.2
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Form
of Warrant (2)
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10.1
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Share
Exchange Agreement dated June 26, 2008 (3)
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10.2
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First
Amendment to Share Exchange Agreement dated August 8, 2008
(4)
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10.3
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2008
Stock Incentive Plan (1)
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10.4
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Industrial
Development Revenue Bonds, Bond Agreement dated February 28, 2007
(1)
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10.5
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Industrial
Development Revenue Bonds, Promissory Note 2007A dated February 28, 2007
(1)
|
|
10.6
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Industrial
Development Revenue Bonds, Promissory Note 2007B dated February 28, 2007
(1)
|
|
10.7
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Industrial
Development Revenue Bonds, Promissory Note 2007C dated February 28, 2007
(1)
|
|
10.8
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Industrial
Development Revenue Bonds, Credit Agreement dated February 28, 2007
(1)
|
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10.9
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Industrial
Development Revenue Bonds, Construction Mortgage, Assignment Of Leases And
Rents and Fixture Filing dated February 28, 2007 (1)
|
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10.10
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Industrial
Development Revenue Bonds, Security Agreement dated February 28, 2007
(1)
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10.11
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Option
Agreement dated June 18, 2008 (1)
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|
10.12
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Purchase
and Supply Agreement dated October 13, 2008 (1)
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10.13
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Unsecured
Promissory Note dated December 31, 2008 (5)
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10.14
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Assignment
and Assumption Agreement dated December 31, 2008 (6)
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10.15
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Amendment
to the Credit Agreement dated March 13, 2009
|
|
16.1
|
Letter
from Kyle L. Tingle to Securities and Exchange Commission dated October
23, 2008 (7)
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|
21
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List
of subsidiaries (8)
|
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31.1
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Rule
13a-14(a) Certification of Samuel W. Fairchild
|
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31.2
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Rule
13a-14(a) Certification of Jeffrey S. Keuntjes
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32.1
|
Certification
of Samuel W. Fairchild Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
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32.2
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Certification
of Jeffrey S. Keuntjes Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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___________________
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(1)
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Filed
as an exhibit to the Current Report on Form 8-K dated October 14, 2008,
filed October 17, 2008.
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(2)
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Filed
as an exhibit to the Current Report on Form 8-K dated December 15, 2008,
filed December 19, 2008.
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(3)
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Filed
as an exhibit to the Current Report on Form 8-K dated June 26, 2008, filed
June 27, 2008.
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(4)
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Filed
as an exhibit to the Definitive Information Statement on Schedule 14C,
filed September 24, 2008.
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(5)
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Filed
as an exhibit to the Current Report on Form 8-K/A dated December 31, 2008,
filed January 26, 2009.
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(6)
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Filed
as an exhibit to the Current Report on Form 8-K dated December 31, 2008,
filed January 6, 2009.
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(7)
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Filed
as an exhibit to the Current Report on Form 8-K dated October 23, 2008,
filed October 28, 2008.
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(8)
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Filed
as an exhibit to the Annual Report on Form 10-K for the fiscal year ended
December 31, 2008.
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4
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.
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ENERGY
COMPOSITES CORPORATION
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/s/ Samuel W. Fairchild
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Dated: February
4, 2010
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By:
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Samuel
W. Fairchild, Chief Executive
Officer
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