UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-K/A
Amendment
No. 1
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
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For
the fiscal year ended December 31, 2007
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
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SECURITIES
EXCHANGE ACT OF 1934
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For
the transition period from ______________ to
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Commission
File No. 333-112111
Zhongpin
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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54-2100419
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(State
or Other Jurisdiction
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(I.R.S.
Employer Identification No.)
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of Incorporation
or Organization)
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21Changshe
Road, Changge City, Henan Province
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The
People’s Republic of China
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(Address
of Principal Executive Offices)
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(Zip
Code)
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011
86 374-6216633
(Registrant’s
Telephone Number, Including Area Code)
Securities
registered under Section 12(b) of the Exchange Act:
None
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, par value $.001 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
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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
x
No
¨
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
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 non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act. (Check One):
Large
accelerated filer
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Accelerated
filer
x
Non-accelerated
filer
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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
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No
x
On March
20, 2008, 26,274,470 shares of the registrant’s common stock, and 3,125,000
shares of the registrant’s Series A preferred stock, each such share convertible
into one share of the registrant’s common stock, were outstanding.
The
aggregate market value of the registrant’s voting stock held by non-affiliates
of the registrant was approximately $112,287,689 as of June 30,
2007. Shares of voting stock held by each executive officer and
director of the registrant and each person who beneficially owns 10% or more of
the registrant’s outstanding voting stock has been excluded from the
calculation.
Documents
Incorporated by Reference: Portions of the registrant’s proxy statement for its
2008 annual meeting of stockholders, which the registrant expects to file with
the Securities and Exchange Commission within 120 days after December 31,
2007, are incorporated by reference into Part III of this report.
EXPLANATORY
NOTE
In this
Amendment No. 1 to the Annual Report on Form 10-K, we will refer to Zhongpin
Inc., a Delaware corporation, as “our company,” “we,” “us,” and
“our.”
We are filing this Amendment No. 1 to
our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, as
originally filed with the Securities and Exchange Commission on March 28, 2008
(our “Report”), to correct Item 9A. – Controls and Procedures, which will
be amended in response to comments made by the Staff of the Securities and
Exchange Commission on December 18, 2008 in connection with its review of our
Report. The amendments to our Report effected by this Amendment No. 1
are the following:
Item 9A. Controls and
Procedures
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We
added additional disclosures regarding management’s conclusion on the
effectiveness of our disclosure controls and procedures at December 31,
2007. We also added disclosures regarding management’s
conclusion on the effectiveness of our internal control over financial
reporting at December 31,
2007.
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This Form 10-K/A continues to speak as
of the date of our Report and other than as specifically reflected in this Form
10-K/A does not reflect events occurring after the filing of our Report or
modify or update any related disclosures.
Item
9A. – Controls and Procedures.
Disclosure Controls and
Procedures
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Our
management, with the participation of our Chief Executive Officer and Chief
Financial Officer, has evaluated the effectiveness of our disclosure controls
and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of
December 31, 2007. Disclosure controls and procedures are those
controls and other procedures designed to ensure that information required to be
disclosed by us in our SEC reports under the Exchange Act is recorded,
processed, summarized and reported with the time periods specified in the rules
and forms of the SEC and that such information is accumulated and communicated
to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure. Based upon its evaluation, our management, with the
participation of our Chief Executive Officer and Chief Financial Officer, has
concluded that our disclosure controls and procedures were ineffective as of
December 31, 2007, solely as the result of our failure to complete our
assessment of internal control over financial reporting as of December 31, 2007,
as required by Item 308 of Regulation S-K, prior to filing this Report with the
Commission, due to the absence of a suitable control framework and certain
deficiencies with respect to our internal control over financial reporting as of
such date.
Management’s
Report on Internal Control Over Financial Reporting
Our
management, under the supervision of our Chief Executive Officer and Chief
Financial Officer, is required to assess and report on the effectiveness of
our internal control over financial reporting in accordance with
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). We had
been preparing to be in compliance with Section 404 for our fiscal year ending
December 31, 2008 and only recently became aware of the need to comply with
Section 404 for our fiscal year ended December 31, 2007. Therefore,
we have not completed all of the evaluations necessary to make a definitive
determination regarding the effectiveness of our internal
controls. Although management has selected the framework set forth by
the Committee of Sponsoring Organizations of the Treadway Commissions (COSO) in
its Internal Control-Integrated Framework to make its assessment and report as
required by Section 404, and management has been working with independent
consultants, as described below, to implement this framework to enable
management to complete its assessment on our internal control over financial
reporting, in accordance with Section 404, the framework was not in place
at the date of filing of this Report to allow management to fully assess and
report on our internal control over financial reporting for our fiscal year
ended December 31, 2007.
Our
internal control over financial reporting is designed by, or under the
supervision of, our Chief Executive Officer and our Chief Financial Officer, or
persons performing similar functions, and is effected by our board of directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with U.S. generally accepted accounting
principles, and includes those policies and procedures that:
(1) pertain
to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of our assets;
(2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation 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
(3) 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 statements.
We have
retained Horwath International, an independent third party consulting firm, to
assist our management team in evaluating our internal controls and procedures.
While we are in the process of evaluating our internal control over
financial reporting, we have not yet been able to complete our assessment of
which, if any, control deficiencies constitute “material weaknesses” as defined
under Public Accounting Oversight Board Auditing Standard No.
5. However, we are currently aware of and are seeking to remediate
the following deficiencies:
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the
need to hire additional accountants trained in U.S. generally accepted
accounting principles;
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the
need to upgrade our accounting software so as to provide for more timely
access to financial reports;
and
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inadequate
planning and execution of our Sarbanes-Oxley Section 404 project to meet
the requirements of the Sarbanes-Oxley Act of 2002 on a timely
basis.
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At
December 31, 2007, the COSO framework was not in place, and as of the date of
this Report, we are unable to fully complete our assessment on our internal
control over financial reporting at December 31, 2007. Therefore, management,
with the participation of our Chief Executive Officer and Chief Financial
Officer, has concluded that our internal control over financial reporting was
not effective as of December 31, 2007.
Notwithstanding
the foregoing, the reportable conditions and other areas of our internal control
over financial reporting identified by us as needing improvement have not
resulted in a material restatement of our financial statements. Nor are we aware
of any instance where such reportable conditions or other identified areas of
weakness have resulted in a material misstatement or omission in any report we
have filed with or submitted to the Commission.
Our
management's inability to complete an assessment of our internal control over
financial reporting in accordance with Section 404 for the year ended
December 31, 2007, does not necessarily imply that a significant deficiency
or material weakness exists in our internal control over financial reporting. A
material weakness is a significant deficiency, or combination of significant
deficiencies, that results in more than a remote likelihood that a material
misstatement of the financial statements will not be prevented or
detected. Our management is not aware of any material
weaknesses in our internal control over financial reporting, and nothing has
come to the attention of management which causes them to believe that any
material inaccuracies or errors exist in our financial statements as of
December 31, 2007. Despite the fact management has not currently
identified any material weaknesses in our internal control over financial
reporting, it is possible that as our management continues to evaluate
our internal control over financial reporting, management could
discover a material weakness.
Inherent
Limitations Over Internal Controls
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect all errors or misstatements and all fraud. Therefore, even
those systems determined to be effective can provide only reasonable, not
absolute, assurance that the objectives of the policies and procedures are met.
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.
This
Report does not include an attestation report of our company’s registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by our company’s registered
public accounting firm pursuant to temporary rules of the Commission that permit
us to provide only management's report in this Report.
Changes
in Internal Control Over Financial Reporting
There
have not been any changes in our internal control over financial reporting (as
such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)
during the fourth quarter of 2007 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, we have duly caused this Report on Form 10-K/A to be signed on our behalf
by the undersigned, thereunto duly authorized on the 9
th
day of
February, 2009.
Zhongpin
Inc.
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(Company)
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By:
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/s/Xianfu Zhu
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Xianfu
Zhu
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Chief
Executive
Officer
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