Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q/A – AMENDMENT NO. 2
x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended March 31, 2009
OR
¨ TRANSITIONAL REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
transition period from ___________ to _____________
Commission
file number 333-148346
CHERRY
TANKERS, INC.
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A
Delaware Corporation
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I.R.S.
Employer No. 98-0531496
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78 Sokolov Street,
Herzeliya, Israel
Phone:
011-972-9-958-3777
Facsimile:
011-972-9-951-9500
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 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 ¨
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. (Check one):
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Large
accelerated filer ¨
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Accelerated
filer ¨
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Non-accelerated
filer ¨
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Smaller
reporting company x
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(Do not
check if a 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 x No ¨
As of May
4, 2009, 13,705,000 shares of Common Stock, par value $0.0001 per share, were
outstanding.
EXPLANATORY
NOTE
This Form
10-Q/A is being filed as Amendment No. 2 to our Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2009, (“Original Quarterly Report”),
for the purpose of restating the disclosure in Item 4T, Controls and Procedures
to respond to the SEC’s comments threreto, as to the lack of effectiveness of
our disclosure controls and procedures and the Company’s internal control over
financial reporting as of the end of the period covered by the Original
Quarterly Report. Except for the amended disclosure set forth below, this Form
10-Q/A has not been updated to reflect events that occurred after May 12, 2009,
the filing date of the Original Quarterly Report. Accordingly, this Form 10-Q/A
should be read in conjunction with the Original Quarterly Report and
with our filing made with the SEC subsequent to the filing of the Original
Quarterly Report. However, in this Form 10-Q/A, Exhibits 31.1 and 31.2 are
new certifications by the Company’s Chief Executive Officer and Chief Financial
Officer as required by Rule 12b-15.
Item
4T. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
Our
disclosure controls and procedures are designed to ensure that information
required to be disclosed in reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the United States Securities
and Exchange Commission. Our principal executive officer and principal financial
officer have reviewed the effectiveness of our “disclosure controls and
procedures” (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c)
and 15d-14(c)) as of the end of the period covered by this report and have
concluded that the disclosure controls and procedures are not effective to
ensure that material information relating to the Company is recorded, processed,
summarized, and reported in a timely manner.
Changes
in Internal Control
There
have been no changes in the Company's internal control over financial reporting
during the last quarterly period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this quarterly report on Form
10-Q/A to be signed on its behalf by the undersigned thereunto duly
authorized.
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CHERRY
TANKERS, INC.
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Date: November
9, 2009
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By:
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/s/ Reuven
Gepstein
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Name:
Reuven Gepstein
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Title:
President, Chief Executive Officer, and Director (Principal Executive
Officer)
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Date: November
9, 2009
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By: /s/
Yael Alush
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Name:
Yael Alush
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Title:
Secretary, Treasurer and Director (Principal Financial and Accounting
Officer)
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