**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

**Amendment #1 to**

**FORM 10-Q/A**

 

**(Mark One)**

 
| **ý** | ** ** | **QUARTERLY REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|------------|------------|----------------------------------------------------------------------------------------------|

 

**For the quarterly period ended March 31,2005**

** **

**OR**

** **
| **o** | ** ** | **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 000-31511**

 

**@ROAD, INC.**

(Exact name of registrant as specified in itscharter)

 
| **Delaware**                    | ** ** | **94-3209170**      |
|---------------------------------|------------|---------------------|
| (State or other jurisdiction of |       | (I.R.S. Employer    |
| incorporation or organization)  |       | Identification No.) |

 

**47071 Bayside Parkway**

**Fremont, CA 94538**

(Address of principal executive offices, including zip code)

 

**510-668-1638**

(Registrant’s telephone number, including area code)

 

Indicate by check mark whetherthe registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

 

**Yes**     ý     **No**     o

 

Indicate by check mark whetherthe registrant is an accelerated filer (as defined in Rule 12b-2 of theExchange Act).

 

**Yes**     ý     **No**     o

 

As of May 2, 2005 there were60,620,143 shares of the registrant’s Common Stock outstanding.

 

 

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EXPLANATORY NOTE

 

We are filing thisAmendment #1 on Form 10-Q/A (this “Amendment”) in response to comments receivedby us from the Staff of the Securities and Exchange Commission (the “Staff”).This Amendment amends and replaces in its entirety our disclosure in Item 4 ofour Quarterly Report on Form 10-Q for the quarter ended on March 31, 2005,filed on May 10, 2005 (the “Report”).

 

Except to the extentexpressly set forth herein, this Amendment speaks as of the original filingdate of our Report and has not been updated to reflect events occurringsubsequent to the original filing date other than those required to reflect theeffects of the comments received by the Staff. Accordingly, this Amendmentshould be read in conjunction with our filings made with the Securities andExchange Commission subsequent to the filing of the Report, including anyamendments to those filings.

 

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**PART I**

 

**Item 4.Controls and Procedures.**

 

*Evaluation of Disclosure Controls and Procedures*

 

As of March 31, 2005, wecarried out an evaluation, under the supervision and with the participation ofour management, including our principal executive officer and principalfinancial officer, of the effectiveness of our disclosure controls andprocedures as defined in Rules 13a-15(e) and 15d-15(e) of the SecuritiesExchange Act of 1934 (the “Exchange Act”). A disclosure control system, nomatter how well conceived and implemented, can provide only reasonableassurance that the objectives of such disclosure control system are satisfied.Because of the inherent limitations in all disclosure control systems, noevaluation of disclosure controls can provide absolute assurance that alldisclosure control issues, if any, within the company have been detected. Aspart of our evaluation, we considered factors such as whether data, if any,concerning significant changes to our business, new agreements entered intoduring the quarter, changes in relationships with suppliers and customers, newresource commitments, litigation matters, the material weakness described belowand changes in accounting interpretations were disclosed in connection with ourdisclosure committee’s investigation of such matters in the course of preparingour filings with the Securities and Exchange Commission. In addition, weconsidered the comments, if any, of process owners regarding their awareness ofany matters that could give rise to additional disclosure. Based upon thatevaluation, as of March 31, 2005 our principal executive officer and principalfinancial officer have concluded, to the reasonable assurance level ofcertainty that a disclosure system can provide, that our disclosure controlsand procedures are effective. Our disclosure controls and procedures aredesigned to provide a reasonable level of assurance of reaching our desireddisclosure control objectives and are effective in doing so. There were nosignificant changes in our disclosure controls or in other factors that couldsignificantly affect these disclosure controls subsequent to the date of theirevaluation.

 

*Management’s Report on Internal Control over FinancialReporting*

 

Aspart of our first quarter 2005 closing process and assessment of internalcontrol over financial reporting, we identified an internal control deficiencythat constituted a “material weakness,” as defined by the Public CompanyAccounting Oversight Board Auditing Standard No. 2. The material weaknesscommenced during the first quarter of 2005. The material weakness concerned ourinterpretation and implementation of various complex accounting principles inthe area of unique non-recurring transactions, specifically (a) our recentacquisition of Vidus and (b) certain significant customer contracts.

 

Withrespect to the Vidus acquisition, the complex accounting principles included(i) accounting for acquisition and integration costs incurred by Vidus as aresult of its acquisition by us, (ii) the valuation of Vidus’ deferred revenue,(iii) revenue recognition of a pre-existing customer contract and (iv) deferredtax liability, asset and valuation allowance. The phrase “certain significantcustomer contracts” refers to the pre-existing Vidus customer contractdescribed in clause (iii) above and a customer contract to provide our mobileresource management solutions, which included more complex contractual elementsthan are typically found in our customer agreements. The material weakness related to thesetransactions including the process of determining the proper accounting to beapplied to activities occurring under the agreements and, with respect to theVidus acquisition, certain estimates and assumptions.

 

With respect to such unique non-recurringtransactions, we performed additional analysis relating to accounting for suchagreements in the context of preparing our financial statements. Afterdialogues with our independent registered public accountants and independentvaluation specialists, we revised our accounting treatment and conclusions andestimates and made adjustments to the balances that we ultimately used inpreparing our financial statements. Upon a determination that it was appropriateto make such adjustments, we concluded that we had a material weakness in ourinternal control over financial reporting.

 

*Changes to Internal Control overFinancial Reporting*

 

Therehave been no changes to our internal control over financial reporting duringthe first quarter of 2005.

 

AfterMarch 31, 2005 and before the filing of the Report, we commenced implementationof a remediation plan to supplement our existing processes to (a) identifyinternally unique non-recurring transactions occurring during the quarter and(b) assess the accounting treatment to be used in connection with suchtransactions. These supplemental elements include (a) additional internalreviews of the underlying transactions and related accounting conclusions and(b) the use of external consulting expertise to provide additional advicerelating to our accounting interpretations. The phrase “external consultingexpertise” means that the Company would engage the services of an independentregistered public accounting firm or third party with appropriate accountingknowledge and expertise.

 

To date, the Company has notincurred, nor does it expect to incur in the future, any material costs inconnection with the remediation plan.

 

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**PARTII. OTHER INFORMATION**

 
| **Item 6. Exhibits.** |
|----------------------------|
| ** **                 |
| 31.1                       |   | Rule 13a-14(a)/15d-14(a)  Certification |
|                       |   |   |
| 31.2                       |   | Rule 13a-14(a)/15d-14(a)  Certification |

** **

**SIGNATURES**

 

Pursuant tothe requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this Amendment #1 to Form 10-Q/A to be signed on its behalf by theundersigned thereunto duly authorized.

 
|   | **@ROAD, INC.**                      |
|--------|--------------------------------------|
|   |                                 |
|   | By:                                  | /s/ Mike  Martini |   |
|   |                                 |
|   | Michael  Martini                     |
|   | Chief  Financial Officer             |
|   | (Principal  Financial and Accounting |
|   | Officer)                             |
|   |                                 |
|   | Date: August  18, 2005               |

 

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***Exhibit Index***

 

**Exhibits**

 

31.1  Rule 13a-14(a)/15d-14(a) Certification.

 

31.2  Rule 13a-14(a)/15d-14(a) Certification.

 

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