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, 2012
¨ | 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: 000-54568
GREEN BALLAST, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
45-1629984 (I.R.S. Employer Identification No.) |
2620 Thousand Oaks Blvd., Suite 4000 Memphis, Tennessee (Address of principal executive offices) |
38118 (Zip Code) |
(901) 260-4400
(Registrant's telephone number, including area code)
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 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 x | 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 “accelerated filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one).
Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ | No x |
As of November 14, 2012, there were 102,047,289 shares of common stock outstanding.
Explanatory Note
Green Ballast, Inc. (the “Company”, “we”, “us” or “our”) is filing this Amendment No.1 on Form 10-Q/A (this “Amendment”) to amend our quarterly report on Form 10-Q for the period ended September 30, 2012, originally filed with the Securities and Exchange Commission (the “SEC”) on November 15, 2012 (the “Original Filing”), solely to furnish Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 provides the financial statements and related notes from the Original Filing formatted in XBRL (eXtensible Business Reporting Language).
Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are otherwise not subject to liability under those sections.
This Amendment does not amend or otherwise update any other information in the Original Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.
SIGNATURE
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.
Date: November 19, 2012
Green Ballast, Inc. | |||
By: | /s/ J. Kevin Adams | ||
J. Kevin Adams | |||
Chief Executive Officer and President | |||
By: | /s/ William H. Bethell | ||
William H. Bethell | |||
Chief Financial Officer |
PART II
OTHER INFORMATION
Item 7. Exhibits
Exhibit No. | Description |
Exhibit 10.1 | Amendment No. 1, dated July 16, 2012, to Green Ballast, Inc., 12% Senior Secured Note, issued to Green Ballast, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 20, 2012) |
Exhibit 10.2 | Amendment No. 1, dated July 16, 2012, to Green Ballast, Inc., 12% Senior Secured Note, issued to Gemini Masters Fund, Ltd., (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on July 20, 2012) |
Exhibit 31.1 | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * |
Exhibit 31.2 | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * |
Exhibit 32.1 | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** |
Exhibit 32.2 | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ** |
101.INS | XBRL Instance Document # |
101.SCH | XBRL Taxonomy Extension Schema Document # |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document # |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document # |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document # |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document # |
____________________________________________
* | Previously filed as exhibit to Form 10-Q for the quarter ended September 30, 2012. |
** | Previously furnished as exhibit to Form 10-Q for the quarter ended September 30, 2012. |
# | Filed herewith |
Going Concern
|
9 Months Ended | |||
---|---|---|---|---|
Sep. 30, 2012
|
||||
Going Concern [Abstract] | ||||
Going Concern [Text Block] |
The Company is in the development stage, has a working capital deficit and stockholders’ deficit of $3,309,652 and $3,005,294, respectively, as of September 30, 2012, and has used $4,504,943 of cash in operations from inception. The Company has sustained operating losses since its inception. As a developmental stage enterprise, the Company is still in the process of developing and sufficiently executing its business plan to sustain financial viability. As a result, the Company may not have sufficient liquidity to meet its debt service requirements or to satisfy other financial obligations as they come due over the next 12 months. These issues raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern. However there can be no assurance that such additional funding will occur or that the Company can implement its strategic plans. |