10-KSB/A 12-31-2004
Washington,
D.C. 20549
__________________________________
FORM
10-KSB/A
____________________________________
(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, 2004.
|
OR
| [
] |
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: 000-28083
TANKLESS
SYSTEMS WORLDWIDE, INC.
(Exact
name of registrant as specified in its charter)
|
NEVADA
(State
or other jurisdiction of incorporation
or organization)
|
88-0362112
(I.R.S.
Employer Identification No.)
|
7650
E. Evans Rd., Suite C, Scottsdale Arizona 85260
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number: (480)
609-7575
Elution
Technologies, Inc.
2920
E. Camelback Rd., Suite 190, Phoenix, AZ 85016
(Former
Name and Address)
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock, $0.001 Par Value
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) 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-KSB or any amendment
to
this Form 10-KSB [ ].
The
Registrant had revenues for the fiscal year ended on December 31, 2004 in the
amount of $ 205,891.
The
aggregate market value of the voting stock held by non-affiliates of the
Registrant as of April 29, 2005: Common Stock, par value $0.001 per share -
$10,083,663. As of April 29, 2005, the Registrant had 13,267,977 shares of
common stock issued and outstanding.
Explanatory
Note:
This
Form 10-KSB/A amends Item 7, Financial Statements, and Item 8A, Internal
Controls, with respect to disclosures relating to internal controls, the
accounting treatment of the reverse merger, a subsidiary’s bankruptcy filing and
certain footnotes to the financial statements filed with our Annual Reports
on
Form 10-KSB filed with the Securities and Exchange Commission for both 2004
and
2003 filed on May 2, 2005 (the “Original 2004 Form 10-KSB) and on April 22, 2004
(the “Original 2003 Form 10-KSB”) (collectively, the “Original Form 10-K’s”).
This filing includes a revised report of our independent registered public
accounting firm with respect to those financial statements. As a result of
these
changes, the Section 302 and Section 906 certifications filed as exhibits to
the
Original Form 10-KSB have been re-executed as of the date of this Form
10-KSB/A.
Except
for the aforementioned amendments, this Form 10-KSB/A does not modify or update
other disclosures in the Original Form 10-KSB, including the nature and
character of such disclosures, to reflect events occurring, or items discovered,
after the original filing date of the Original Form 10-Ks. This filing
supersedes any statements in the Original 10-Ks that are inconsistent with
this
filing. Moreover, this Form 10-KSB/A should be read in conjunction with the
Company’s filings made with the Securities and Exchange Commission subsequent to
the original filing date of the Original Form 10-Ks, including any amendments
to
those filings. We have not updated any forward-looking statements previously
included in the Original Form 10-Ks, except as noted in this
filing.
PART
II
ITEM
7. FINANCIAL STATEMENTS
See
Annex
A attached to this filing and incorporated in this filing by
reference.
ITEM
8A. CONTROLS AND PROCEDURES
|
(a)
|
Evaluation
of disclosure controls and
procedures
|
Our
Chief
Executive Officer and Chief Financial Officer, based on the evaluation of our
disclosure controls and procedures has concluded that, as of December 31, 2004,
our disclosure controls and procedures were ineffective to ensure that the
information we were required to disclose in reports that we file or submit
under
the Securities and Exchange Act of 1934 is recorded, processed, summarized
and
reported within the time periods specified in Securities and Exchange Commission
rules and forms. More specifically, the company identified a material weakness
due to a lack of sufficient personnel with appropriate knowledge in U.S. GAAP
and lack of sufficient analysis and documentation of the application of U.S.
GAAP to transactions, including but not limited to equity transactions.
Management plans to identify an appropriate service provider to eliminate this
material weakness. During the year ended December 31, 2004, there was no change
in our internal control over financial reporting identified in connection with
the evaluation that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
|
(b)
|
Internal
Control Over Financial
Reporting
|
As
of
December
31, 2004,
the
Company
had a
deficiency in internal controls over the application of current US GAAP
principles. Specifically, an effective review of the Balance Sheet was not
performed. As a result of the ineffective review, errors in the year-end 2004
were not detected prior to the issuance of the annual 2004 consolidated
financial statements. This control deficiency resulted in the restatement of
our
annual 2004 consolidated financial statements as described in Note 14.
Management has concluded that this control deficiency constitutes a material
weakness.
|
(c)
|
Management
Remediation Plan.
|
We
have
undertaken remedial action to address and correct the weakness in our internal
controls and disclosure controls identified subsequent to the end of 2004.
These
actions include adopting an adequate review of the annual and quarterly
financial statements, engaging qualified personnel to prepare the statements
and
insuring that the personnel receive continuing professional educational related
specifically to US GAAP. These actions were put in place during the quarter
beginning January, 2006.
PART
IV
Item
13. EXHIBITS
|
23.1
|
Consent
of Moore & Associates dated June 9,
2006.
|
|
31.1
|
Certification
of Chief Executive Officer and Principal Accounting Officer pursuant
to
SEC Rule 13a-14(a).
|
|
32.1
|
Certification
of Chief Executive Officer and Principal Accounting Officer pursuant
to 18
USC § 1350 .
|
|
99.1
|
Restated
Financial Statements of Tankless Systems Worldwide, Inc. as of December
31, 2004 and for the twelve months then
ended.
|
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
June
12,
2006
SKYE
INTERNATIONAL, INC.
/s/
Thomas Kreitzer
Thomas
Kreitzer
President
and Chief Executive Officer
and
Principal Accounting Officer