UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
20-F/A
(
Amendment
No. 1 to Form 20-F)
(Mark
One)
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REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
ACT
OF 1934
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OR
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934 FOR THE FISCAL YEAR ENDED DECEMBER 31,
2007
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OR
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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OR
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SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
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Commission
file number
000-50790
(Exact
name of Registrant as specified in its charter)
Not
Applicable
(Translation
of Registrant’s Name into English)
Israel
(Jurisdiction
of incorporation or organization)
Sagid
House “Ha’Sharon Industrial Park”
P.O.B
5039, Qadima 60920
Israel
(Address
of principal executive offices)
Securities
registered or to be registered pursuant to Section 12(b) of the Act.
Ordinary
Shares, NIS 0.0588235 nominal value
Securities
registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act.
None
Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual report:
5,124,779
ordinary
shares as of December 31, 2007.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act.
Yes
¨
No
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If
this
report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15
(d) of the Securities Exchange Act of
1934.
¨
Yes
x
No
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 periods that the registrant was
required to file such reports), and (2) has been subject to such reporting
requirements for the past 90 days.
Yes
ý
No
o
Not
applicable
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
one):
Large
accelerated filer
¨
Accelerated
filer
¨
Non-accelerated
filer
x
Indicate
by check mark which financial statement item the registrant has elected to
follow.
Item
17
¨
Item
18
ý
If
this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
Yes
¨
No
ý
(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
Act
of 1934 subsequent to the distribution of securities under a plan confirmed
by a
court.
Yes
¨
No
ý
EXPLANATORY
NOTE
This
Amendment No. 1 on Form 20-F/A to our Annual Report on Form 20-F for the
fiscal
year ended December 31, 2007, filed with the U.S. Securities and Exchange
Commission on June 30, 2008 (the “Original Report”) is being filed for the
purpose of making a change in the Original Report pursuant to comments received
from the Staff of The NASDAQ Stock Market with respect to the disclosure
contained in Item 15 “Controls and Procedures.” The disclosure in Item 15
“Controls and Procedures” is being revised and restated in full in accordance
with such comments.
Other
than the foregoing Item, no part of the Original Report is being amended.
This
Amendment No. 1 does not reflect any events that occurred after the filing
of the Original Report and does not modify or update the disclosures therein
in
any way other than as required to reflect the amendments described above.
As a
result, this Amendment No. 1 continues to speak as of June 30,
2008.
ITEM
15T.
CONTROLS
AND PROCEDURES
Disclosure
controls and procedures
Our
management, including our Chief Executive Officer and Chief Financial Officer,
has evaluated the effectiveness of our disclosure controls and procedures
(as
such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange
Act) as of December 31, 2007. Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that our disclosure controls
and procedures, as of December 31, 2007, were effective to provide reasonable
assurance that (i) information required to be disclosed in filings and
submissions under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms, and (ii) information required to be disclosed in
reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our Chief Executive Officer and
Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.
Management
report on internal control over financial reporting
Our
management, under the supervision of our Chief Executive Officer and Chief
Financial Officer, is responsible for establishing and maintaining adequate
internal control over our financial reporting (as defined in Rules 13a-15(f)
and
15d-15(f) of the Securities Exchange Act) to provide reasonable assurance
regarding the reliability of our financial reporting and the preparation
of
financial statements for external purposes in accordance with U.S. generally
accepted accounting principles, and includes policies and procedures
that:
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pertain
to the maintenance of records that in reasonable detail accurately
and
fairly reflect our transactions and asset
dispositions;
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provide
reasonable assurance that transactions are recorded as necessary
to permit
the preparation of our financial statements in accordance with generally
accepted accounting principles;
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provide
reasonable assurance that receipts and expenditures are made only
in
accordance with authorizations of our management and board of directors
(as appropriate); and
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provide
reasonable assurance regarding the prevention or timely detection
of
unauthorized acquisition, use or disposition of assets that could
have a
material effect on our financial
statements.
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Our
management assessed the effectiveness of internal control over
financial reporting as of December 31, 2007, the end of our fiscal year.
In
making this assessment, management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in the report
entitled “Internal Control - Integrated Framework.”
Based
on
our assessment, our management has concluded that our internal control over
financial reporting was effective as of December 31, 2007 to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external reporting purposes in accordance with
U.S.
generally accepted accounting principles.
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 the Company’s 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.
Inherent
limitations on effectiveness of controls.
Internal
control over financial reporting has inherent limitations. Internal control
over
financial reporting is a process that involves human diligence and compliance
and is subject to lapses in judgment and breakdowns resulting from human
failures. Internal control over financial reporting also can be circumvented
by
collusion or improper management override. Because of such limitations, there
is
a risk that material misstatements will not be prevented or detected on a
timely
basis by internal control over financial reporting. However, these inherent
limitations are known features of the financial reporting process. Therefore,
it
is possible to design into the process safeguards to reduce, though not
eliminate, this risk.
Changes
in internal control over financial reporting
During
the period covered by the Original Report, no changes in our internal controls
over financial reporting have occurred that materially affected, or are
reasonably likely to materially affect, our internal controls over financial
reporting.
Our
management made certain adjustments to our internal controls over financial
reporting following the Company’s acquisition of the outstanding stock capital
of U.S.-based Securities Holding Corp, which our management considered to
be
constructive for the Company’s controls of over financial reporting in light of
such acquisition. Such adjustments are not deemed by our management to
materially affect, or to reasonably be likely to materially affect, our internal
controls over financial reporting.
EXHIBIT
INDEX
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Exhibit
Number
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Exhibit
Title
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12.1
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Certification
pursuant to Section 302 of the Sarbanes-Oxley Act.
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12.2
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Certification
pursuant to Section 302 of the Sarbanes-Oxley Act.
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13.1
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Certification
pursuant to Section 906 of the Sarbanes-Oxley
Act.
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SIGNATURE
Vuance
Ltd. hereby certifies that it meets all of the requirements for filing on
Form
20-F/A and that it has duly caused and authorized the undersigned to sign
this
Amendment No. 1.
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VUANCE
LTD.
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By:
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/s/ Eyal
Tuchman
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Eyal
Tuchman
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Chief
Executive Officer
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Date: August
21, 2008
