UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB/A
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
For the
fiscal year ended December 31, 2007 File
Number 0-25909
AUSTRALIAN
FOREST INDUSTRIES
(Name of
small business issuer in its charter)
Nevada 0931332
(State or
other jurisdiction
of (I.R.S.
Employer
incorporation
or
organization) Identification
No.)
4/95
Salmon Street, Port Melbourne, Victoria
Australia,
3207
(Address
of principal executive offices) (Zip Code)
Issuer's
telephone number: 011 61 3 8645 4340
Securities
registered under Section 12(b) of the Exchange Act:
Title of
Each Class Name of Each
Exchange
None on
Which Registered
None
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock, $0.001 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 S
No □
Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not 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/A or any amendment to this Form 10-KSB/A.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes □ No
S
State the
issuer’s revenues for its most recent fiscal year. As of December 31,
2007, no revenues were realized.
The
aggregate market value of the voting common stock held by non-affiliates of the
registrant as of April 14, 2008 was approximately $1,700,000 based
on 17,000,000 shares of common stock. The number of shares of Common Stock
of the registrant outstanding on April 14, 2008 was
257,600,680.
As of
April 14, 2008, there were 257,600,680 shares of common stock.
Transitional
Small Business Disclosure Format (Check one): Yes ___X___; No
____
EXPLANATORY
NOTE
We are
filing this Amendment Number 1 on Form 10-KSB/A (“Amendment Number 1”) to amend
our annual report on Form 10-KSB for the year ended December 31, 2007 (the
“Original Report”) to amend Item 8A(T) to clarify the changes to our internal
control over financial reporting during that fiscal year and fourth
quarter. This Amendment Number 1 continues to speak as of the date of
the Original Report. We have not updated the disclosures contained
therein to reflect any events that have occurred at a date subsequent to the
date of the Original Report.
Item
8A(T). Controls and Procedures
Management’s
Annual Report on Internal control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rule 13a-15(f) of
the Securities Exchange Act of 1934, for our business. Under the supervision and
with the participation of our management, including our principal executive
officer and principal financial officer, we conducted an evaluation of the
effectiveness or our internal control over financial reporting based principally
on the framework and criteria established in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission as of the end of the period covered by this report. Based on that
evaluation, our management has concluded that our internal control over
financial reporting was effective as of December 31, 2007 at providing
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting. The evaluation of our Chief Executive Officer and Chief
Financial Officer was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the Securities and Exchange
Commission that permit us to provide only management's report in this annual
report.
(a)
Disclosure Controls and Procedures.
As of the
end of the period covering this Form 10-KSB, we evaluated the effectiveness of
the design and operation of our "disclosure controls and procedures". Our
President conducted this evaluation by himself.
(i)
Definition of Disclosure Controls and Procedures.
Disclosure
controls and procedures are controls and other procedures that are designed with
the objective of ensuring that information required to be disclosed in our
periodic reports filed under the Exchange Act, such as this report, is recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms. As defined by the SEC, such disclosure controls and
procedures are also designed with the objective of ensuring that such
information is accumulated and communicated to our management, including
the Chief Executive Officer and Chief Financial Officer, in such a manner as to
allow timely disclosure decisions.
(ii)
Conclusions with Respect to Our Evaluation of Disclosure Controls and
Procedures.
Our
officers and directors have concluded, based on the evaluation of these controls
and procedures, that our disclosure controls and procedures are effective in
timely alerting them to material information relating to our business required
to be included in our periodic SEC filings.
(b)
Changes in Internal Controls.
There
were no changes in our internal controls over financial reporting during the
last fiscal quarter of 2007 that materially affected or is reasonably likely to
affect our internal control over financial reporting.
SIGNATURES
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.
AUSTRALIAN
FOREST INDUSTRIES
/s/ Michael
Timms
Name:
Michael Timms
Title:
Chief Executive Officer, President and Chairman
Date:
September 18, 2008
/s/ Colin
Baird
Name:
Colin Baird
Title:
Chief Financial Officer and Director
Date:
September 18, 2008
/s/ Roger
Timms
Name:
Roger Timms
Title:
Executive Vice President and Director
Date:
September 18, 2008