- Amended Quarterly Report (10-Q/A)
01 Marzo 2011 - 5:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
[x]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
September 30,
2010
[ ]
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
000-52686
QUANTUM SOLAR POWER
CORP.
(Exact name of registrant as specified in its
charter)
NEVADA
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27-1616811
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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3900 Paseo del Sol, Suite A311
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Santa Fe, NM
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87507
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(Address of principal executive offices)
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(Zip Code)
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(505)-216-0725
(Registrant's telephone number,
including area code)
N/A
(Former name, former address and former
fiscal year, if changed since last report)
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.
[x]
Yes
[ ] No
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 [ ] 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 the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ]
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Accelerated filer [x]
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Non-accelerated filer [ ] (Do not check if a smaller
reporting company)
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Smaller reporting company [ ]
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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):
[ ] Yes [x]
No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date:
As of
November 5, 2010, the Issuer had 144,293,692 shares of common stock, issued and
outstanding.
1
EXPLANATORY NOTE
Quantum Solar Power Corp. is filing this Amendment No. 1 to its
Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, as
originally filed with the Securities and Exchange Commission (SEC) on November
9, 2010 (the Original Form 10-Q), in response to the SECs comment letter
dated February 16, 2011.
This Amendment No. 1 amends the disclosure under Item 4 of Part
I of the Original Form 10-Q.
Item 6 of Part II of this Amendment No. 1 has been amended to
contain the currently dated certifications from our principal executive officer
and principal financial officer, as required by Section 302 and 906 of
Sarbanes-Oxley Act of 2002 and Rule 12b-15 under the Securities Exchange Act of
1934, as amended.
Except as described above, Amendment No. 1 does not modify,
amend or update the disclosure made in the Original Form 10-Q The filing of this
Amendment No. 1 shall not be deemed an admission that the Original Form 10-Q
when made included any untrue statements of material fact or omitted to state a
material fact necessary to make a statement not misleading.
1
PART I - FINANCIAL INFORMATION
ITEM 4. CONTROLS AND PROCEDURES.
We carried out an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of September 30, 2010 (the Evaluation Date). This evaluation
was carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were not effective as of the Evaluation Date
as a result of the material weaknesses in internal control over financial
reporting discussed in our Annual Report on Form 10-K for the year ended June
30, 2010 (the 2010 Annual Report).
Notwithstanding the assessment that our internal control over
financial reporting was not effective and that there were material weaknesses as
identified in our 2010 Annual Report, we believe that our financial statements
contained in our Quarterly Report on Form 10-Q for the quarter ended September
30, 2010 fairly present our financial condition, results of operations and cash
flows in all material respects.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial
reporting that occurred during the quarter ended September 30, 2010 that have
materially affected, or that are reasonably likely to materially affect, our
internal control over financial reporting.
2
PART II - OTHER INFORMATION
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ITEM 6.
EXHIBITS.
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The following exhibits are either provided with this
Quarterly Report or are incorporated herein by reference.
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Exhibit
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Number
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Description of Exhibits
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3.1
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Articles of
Incorporation.
(1)
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3.2
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Certificate of Change Pursuant to NRS 78.209
increasing the issued and authorized capital of common stock to
350,000,000 shares, par value $0.001 per share.
(3)
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3.3
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Certificate of Change Pursuant
to NRS 78.209 increasing the issued and authorized capital of common stock
to 400,000,000 shares, par value $0.001 per share.
(3)
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3.4
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Certificate of Amendment to Articles of
Incorporation.
(3)
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3.5
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Certificate of Amendment to
Articles of Incorporation.
(3)
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3.6
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Bylaws, as amended.
(1)
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10.1
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Technology Acquisition
Agreement between Quantum and Canadian Integrated Optics (IOM) Ltd. dated
December 16, 2009.
(3)
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10.2
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CEO Employment Agreement between Quantum and
Daryl J. Ehrmantraut dated January 1, 2010.
(4)
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10.3
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Investor relations Consulting
Services Contract between Quantum and Green Street Capital Partners, LLC
dated January 6, 2010.
(2)
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10.4
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Office Space Lease Agreement between Quantum
and Santa Fe Business Incubator, Inc. dated January 19, 2010.
(2)
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10.5
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Revolving Line of Credit
Agreement between Quantum and Canadian Integrated Optics (IOM) Ltd. dated
February 20, 2010.
(3)
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10.6
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Consulting Agreement between Quantum and Caisey
Harlingten dated April 19, 2010.
(4)
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10.7
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Office Space Lease Agreement
between Quantum and Santa Fe Business Incubator, Inc. dated July 27, 2010.
(4)
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10.8
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Office Space Lease Agreement between Quantum
and Guinness Business Center Ltd. dated June 21, 2010 and Addendum dated
August 17, 2010.
(4)
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10.9
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Finders Fee Agreement between
Quantum and 1536476 Alberta Ltd. dated for reference August 30, 2010.
(4)
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14.1
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Code of Ethics.
(3)
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31.1
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Certification of Principal
Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
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31.2
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Certification of Principal Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification of Principal
Executive Officer 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 Principal Financial Officer
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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99.1
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Audit Committee
Charter.
(3)
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(1)
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Previously filed as an exhibit to our Registration
Statement on Form S-1 originally filed with the SEC on September 21,
2004.
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(2)
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Previously filed as an exhibit to our Quarterly Report on
Form 10-Q for the period ended December 31, 2009 filed with the SEC on
February 17, 2010.
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(3)
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Previously filed as an exhibit to our Quarterly Report of
Form 10-Q for the period ended March 31, 2010 filed with the SEC on May
17, 2010.
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(4)
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Previously filed as an exhibit to our Annual Report on
Form 10-K for the year ended June 30, 2010 filed with the SEC on September
13, 2010.
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3
SIGNATURES
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 thereunto duly authorized.
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QUANTUM SOLAR POWER CORP.
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Dated:
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February 28, 2011
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By:
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/s/
Daryl J. Ehrmantraut
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DARYL J. EHRMANTRAUT
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Chief Executive Officer and President
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(Principal Executive Officer)
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Dated:
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February 28, 2011
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By:
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/s/
Graham R. Hughes
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GRAHAM R. HUGHES
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Chief Financial Officer, Secretary and
Treasurer
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(Principal Accounting Officer)
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Quantum Solar Power (CE) (USOTC:QSPW)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Quantum Solar Power (CE) (USOTC:QSPW)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025