UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________________________________________
AMENDMENT
NO. 1 TO FORM 10-K
(Mark
One)
x 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
FOR THE
TRANSITION PERIOD FROM ______ TO ________
Commission
File No. 333-143215
SUSTUT
EXPLORATION, INC.
(Exact
name of issuer as specified in its charter)
Delaware
|
33-143215
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S. Employer
Identification
No.)
|
|
|
1420
5th Avenue #220
Seattle,
Washington
|
98101
|
(Address
of principal executive
offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (206) 274-5321
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
$0.001 per share.
|
|
(Title
of class)
|
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 twelve months (or 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 ¨ No
x
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B 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-KSB or any amendment to
this Form 10-KSB. ¨
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes x No
¨
State
issuer’s revenues for its most recent fiscal year: $0.
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
February 6, 2009: $1,211,800.
Number of
the issuer’s Common Stock outstanding as of February 6, 2009:
17,999,995
Documents
incorporated by reference: None.
Transitional
Small Business Disclosure Format (Check One): Yes ¨ No
x
EXPLANATORY
NOTE: This 10-K/A is a “short form” amendment to (i) reflect
revisions to ITEM 8 - the Report of Independent Registered Public Accountant;
(ii) reflect a revision to ITEM 9(A) and to (iii) amend signature blocks at the
end of the filing.
ITEM
8. FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.
SUSTUT
EXPLORATION, INC.
(an
exploration stage company)
FINANCIAL
STATEMENTS
AS
OF DECEMBER 31, 2008
Financial
Statements Table of Contents
FINANCIAL
STATEMENTS
|
Page
#
|
|
|
Report
of Independent Registered Public Accountant (revised)
|
F-1
|
Report of
Independent Registered Public Accounting Firm
To the
Board of Director and shareholders
We have
audited the accompanying balance sheets of Sustut Exploration, Inc. as of
December 31, 2008 and 2007 and the related statement of operations,
stockholders’ equity, and cash flows for the twelve months ended December 31,
2008 and 2007 and from inception (April 11, 2006) through the year then ended
December 31, 2008. These financial statements are the responsibility of
company’s management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We
conducted our audit in accordance with standards of The Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Sustut Exploration, Inc. at
December 31, 2008 and the results of its operations and its cash flows for the
twelve months ended December 31, 2008 and 2007 and from inception (April 11,
2006) through December 31, 2008 in conformity with U.S. Generally Accepted
Accounting Principles.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company has suffered losses from
operations and has a net capital deficiency that raise substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
Gately
& Associates, L.L.C.
Lake
Mary, FL
January
14, 2009
ITEM
9A. CONTROLS AND PROCEDURES
Evaluation
of disclosure controls and procedures
Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is defined
under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2008. Based
on this evaluation, our principal executive officer and principal financial
officers have concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by us in the
reports we file or submit under the Exchange Act is recorded, processed,
summarized, and reported within the time periods specified in the Securities and
Exchange Commission’s rules.
MANAGEMENT’S
REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management
of the Company is responsible for establishing and maintaining effective
internal control over financial reporting as defined in Rule 13a-15(f) under the
Exchange Act. The Company’s internal control over financial reporting
is designed to provide reasonable assurance to the Company’s management and
Board of Directors regarding the preparation and fair presentation of published
financial statements in accordance with United State’s generally accepted
accounting principles (US GAAP), including those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the company, (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with US GAAP and that receipts and expenditures are being made only
in accordance with authorizations of management and directors of the company,
and (iii) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.
Management
conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission. Management’s assessment included an evaluation of the
design of our internal control over financial reporting and testing of the
operational effectiveness of our internal control over financial
reporting. Based on this assessment, Management concluded the Company
maintained effective internal control over financial reporting as of December
31, 2008.
Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to
financial statement preparation and presentation.
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 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.
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.
OPTEX
SYSTEMS HOLDINGS, INC.
By: /s/
Stanley A. Hirschman
Stanley
A. Hirschman
Principal
Executive Officer
August 5,
2009
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
By: /s/
Stanley A. Hirschman
Stanley
A. Hirschman
Principal
Executive Officer
August 5,
2009
By: /s/
Karen Hawkins
Karen
Hawkins
Principal
Financial Officer
August 5,
2009