U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A-2
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended December 31,
2004
Commission File Number 1-12711
DIGITAL POWER CORPORATION
(Name of small business issuer in its charter)
California 3679 94-1721931
---------- ---- ----------
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or organization) Classification Code) Identification No.)
|
41920 Christy Street, Fremont, California 94538-3158
(Address of principal executive offices)
510-657-2635
(Issuer's Telephone Number)
Securities registered under Section 12(b) of the Exchange Act:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock American Stock Exchange
Securities registered under Section 12(g) of the Exchange Act:
Title of Each Class
None
Check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities 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 [X] 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 or any amendment to this Form 10-KSB. [ ]
Revenues for the year ended December 31, 2004, were $8,713,000.
As of April 29, 2004, the aggregate market value of the voting common stock held by non-affiliates was approximately $2,733,137 based on the closing price of $0.82 per share.
As of April 29, 2004, the number of shares of common stock outstanding was 6,161,859.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
Explanatory Note
The Company is filing this amendment number 2 to re-file exhibits 31.1, 31.2 and 32.
ITEM 13. EXHIBITS
31.1 Certification of the CEO under the Sarbanes-Oxley Act 31.2 Certification of the CFO under the Sarbanes-Oxley Act 32 Certification of the CEO & CFO under the Sarbanes-Oxley Act |
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this amendment no. 2 to this report on Form 10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized.
DIGITAL POWER CORPORATION,
a California Corporation
/s/ Jonathan Wax
Dated: August 11, 2005 -----------------------------
Jonathan Wax,
Chief Executive Officer
(Principal Executive Officer)
/s/ Leo Yen
Dated: August 11, 2005 -----------------------------
Leo Yen,
Chief Financial Officer
(Principal Financial and
Accounting Officer)
|
EXHIBIT 31.1
I, Jonathan Wax, Chief Executive Officer of Digital Power Corporation, certify that:
1. I have reviewed this annual report of Digital Power Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Omitted.;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: August 11, 2005
/s/ Jonathan Wax
---------------------------
Jonathan Wax,
Chief Executive Officer
(Principal Executive Officer)
|
EXHIBIT 31.2
I, Leo Yen, Chief Financial Officer of Digital Power Corporation, certify that:
1. I have reviewed this annual report of Digital Power Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Omitted.;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: August 11, 2005 /s/ Leo Yen
--------------------------------------------
Leo Yen,
Chief Financial Officer
(Principal Accounting and Financial Officer)
|
EXHIBIT 32
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Digital Power Corporation (the
"Company") on Form 10-KSB for the period ending December 31, 2005 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), we,
Jonathan Wax, Chief Executive Officer and Leo Yen, Chief Financial Officer, of
the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our
knowledge and belief:
(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/s/ Jonathan Wax
Dated: August 11, 2005 --------------------------------
Jonathan Wax,
Chief Executive Officer
(Principal Executive Officer)
/s/ Leo Yen
Dated: August 11, 2005 --------------------------------
Leo Yen,
Chief Financial Officer
(Principal Financial and Accounting Officer)
|