Kal Energy Inc - Amended Annual Report (Small Business Issuers)
26 Ottobre 2007 - 11:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-KSB/A
(Amendment
No. 1)
x
ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
the
Fiscal Year Ended May 31, 2007
o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF
1934
KAL
ENERGY, INC.
(Name
of small business in its charter)
|
Delaware
|
333-97201
|
98-0360062
|
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
93-95
Gloucester Place
London,
United Kingdom W1U 6JQ
(Address
of principal executive offices)
Issuer's
telephone number: (44) 20 7487 8426
Securities
registered under Section 12(b) of the Act: None
Securities
registered under Section 12(g) of the Act:
Common
Stock, $0.0001 par value
(Title
of
class)
Check
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
Check
if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will 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-KSB or any
amendment to this Form 10-KSB.
o
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes
o
No
x
State
issuer’s revenue for its most recent fiscal year: $0.00.
As
of
July 31, 2007, the aggregate market value of voting and non-voting common stock
held by non-affiliates of the issuer, based upon the closing sales price of
$0.90 per share of common stock on July 31, 2007, was $88,139,495.
The
number of outstanding shares of the issuer’s common stock as of July 31, 2007
was 97,932,772.
Transitional
Small Business Disclosure Format (Check one): Yes
o
No
x
EXPLANATORY
NOTE
This
Amendment No. 1 to the Annual Report on Form 10-KSB of KAL Energy, Inc. (“we,”
“our,” or “us”) for the fiscal year ended May 31, 2007, which was originally
filed with the Securities and Exchange Commission on September 13, 2007, is
being filed solely to amend the language of Part II, Item 8A in accordance
with
the provisions of Item 307 and Item 308 of Regulation S-B. This Amendment No.
1
does not reflect events occurring after September 13, 2007, the date of the
filing of our original Form 10-KSB, or modify or update those disclosures that
may have been affected by subsequent events.
PART
II
|
ITEM
8A.
|
CONTROLS
AND PROCEDURES
|
Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in the reports that we file or submit
under
the Exchange Act is recorded, processed, summarized and reported within the
time
periods specified in the Commission’s rules and forms, 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. In designing and evaluating our disclosure
controls and procedures, our management recognized that any system of controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, as ours are
designed to do, and management necessarily was required to apply its judgment
in
evaluating the cost-benefit relationship of possible controls and
procedures.
Our
management, under the supervision and with the participation of our chief
executive officer and our chief financial officer, evaluated the effectiveness
of our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and and 15d-15(e)) as of the end of the period covered by this Annual
Report on Form 10-KSB. Based upon their evaluation of our disclosure controls
and procedures, our chief executive officer and chief financial officer have
concluded that our disclosure controls and procedures were effective as of
the
end of the period covered by this Annual Report on Form 10-KSB to ensure that
the information required to be disclosed by us in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the Commission’s rules and forms, and to ensure
that the information required to be disclosed by us in reports that we file
or
submit under the Exchange Act 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.
Changes
in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting (as defined
in
Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the quarterly
period ended May 31, 2007 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
Section
404 Compliance
Section
404 of the Sarbanes-Oxley Act of 2002 requires management's review and
evaluation of our internal control over financial reporting beginning with
our
Annual Report on Form 10-KSB for the fiscal year ending May 31, 2008, and an
attestation of the effectiveness of these controls by our independent registered
public accounting firm beginning with our Annual Report on Form 10-KSB for
the
fiscal year ending May 31, 2009. We plan to dedicate significant resources,
including management time and effort, and to incur substantial costs in
connection with our Section 404 assessment. We will continue to work to improve
our controls and procedures, and to educate and train our employees on our
existing controls and procedures in connection with our efforts to maintain
an
effective controls infrastructure.
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
31.1
|
|
Certification
of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)
under
the Securities Exchange Act of 1934.
|
|
|
|
|
|
31.2
|
|
Certification
of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)
under
the Securities Exchange Act of
1934.
|
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant has
duly
caused this report to be signed on its behalf by the undersigned, thereunto
duly
authorized.
|
|
|
|
|
|
KAL
ENERGY, INC.
|
|
|
|
|
Date:
October 26, 2007
|
By:
|
/s/
Cameron Reynolds
|
|
|
Cameron
Reynolds
Chief
Executive Officer
|
|
|
(Principal
Executive Officer)
|
Grafico Azioni KAL Energy (CE) (USOTC:KALG)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni KAL Energy (CE) (USOTC:KALG)
Storico
Da Dic 2023 a Dic 2024
