UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2012
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transaction period from ___________ to ___________
Commission File Number: 0-25248
CONSOLIDATED WATER CO. LTD.
(Exact name of Registrant as specified in its charter)
| CAYMAN ISLANDS | 98-0619652 | |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) | |
| incorporation or organization) | ||
| Regatta Office Park | ||
| Windward Three, 4th Floor, West Bay Road | ||
| P.O. Box 1114 | ||
| Grand Cayman KY1-1102 | ||
| Cayman Islands | N/A | |
| (Address of principal executive offices) | (Zip Code) |
(345) 945-4277
(Registrant’s telephone number, including area code)
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) has been subject to such filing requirements for the past 90 days.
Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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):
| Large accelerated filer ¨ | Accelerated filer x | Non-accelerated filer ¨ | Smaller reporting company ¨ |
| (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 ¨ No x
As of November 2, 2012, 14,582,125 shares of the registrant’s common stock, with US$0.60 par value, were outstanding.
Explanatory Note
Consolidated Water Co. Ltd. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2012 (the “Original Filing”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 9, 2012, solely to furnish the Interactive Data files as Exhibit 101. For reasons unknown to the Company, the third party vendor that the Company uses to file documents with the SEC via EDGAR experienced technical difficulties when attempting to file the Interactive Data files together with the Form 10-Q.
Except for furnishing the Interactive Data files, this Amendment makes no other changes to the Original Filing and does not modify or update in any way disclosures made therein to reflect events occurring after the filing date of the Original Filing.
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ITEM 6. EXHIBITS
| Exhibit Number |
Exhibit Description | |
| 10.1 | Amendment to a License to Produce Potable Water dated July 11, 2012 between Cayman Water Company Limited and the Government of the Cayman Islands.* | |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer** | |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer** | |
| 32.1 | Section 1350 Certification of Chief Executive Officer** | |
| 32.2 | Section 1350 Certification of Chief Financial Officer** | |
| 101.INS | XBRL Instance Document *** | |
| 101.SCH | XBRL Taxonomy Schema *** | |
| 101.CAL | XBRL Taxonomy Calculation Linkbase *** | |
| 101.DEF | XBRL Taxonomy Definition Linkbase *** | |
| 101.LAB | XBRL Taxonomy Label Linkbase *** | |
| 101.PRE | XBRL Taxonomy Presentation Linkbase *** |
* Previously filed with the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2012, filed with the Securities and Exchange Commission on August 9, 2012.
** Previously filed or furnished, as applicable, with the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2012, filed with the Securities and Exchange Commission on November 9, 2012.
*** Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CONSOLIDATED WATER CO. LTD. | ||
| By: | /s/ Frederick W. McTaggart | |
| Frederick W. McTaggart | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| By: | /s/ David W. Sasnett | |
| David W. Sasnett | ||
| Executive Vice President & Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
Date: November 13, 2012
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