**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM 10-K/A**

**(AmendmentNo.1)**

 

**ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**FOR THEFISCAL YEAR ENDED DECEMBER 31, 2008**

 

**COMMISSION FILE NUMBER 0-2564**

 

**TELESOURCE INTERNATIONAL, INC.**

(EXACTNAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

| **Delaware**                                                   | ** ** | **6770**                                                | ** ** | **36-4025775**                      |
|----------------------------------------------------------------|------------|---------------------------------------------------------|------------|-------------------------------------|
| State or other jurisdiction  of  Incorporation or organization |       | PRIMARY STANDARD INDUSTRIAL  CLASSIFICATION CODE NUMBER |       | I.R.S. Employer Identification  No. |

 

**860 Parkview Blvd**

**Lombard, Illinois 60148**

REGISTRANT’STELEPHONE NUMBER, INCLUDING AREA CODE

 

**(630) 620-4787**

SECURITIESREGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

 

**COMMON STOCK, PAR VALUE $.01 PER SHARE**

(Titleof each class)

 

SECURITIESREGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

**NONE**

 

Check whether the issuer is a well-known seasonedissuer, as defined in Rule 405 of the Exchange Act Yes  o  No  x

 

Check whether the issuer isnot required to file reports pursuant to Section 13 or Section 15(d) ofthe Exchange Act Yes  o  No  x

 

Check whether the issuer (1) filedall reports required to be filed by Section 13 or 15(d) of theExchange Act during the past 12 months (or for such shorter period that theregistrant was required to file such reports) and (2) has been subject tosuch filing requirements for the past 90 days. Yes  x  No  o

 

Check if there is nodisclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosurewill  be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or anyamendment to the Form 10-K. x

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act.

 
| Large accelerated filer o |   | Accelerated filer o |   | Non-accelerated filer o                       |   | Smaller reporting company x |
|---------------------------|--------|---------------------|--------|-----------------------------------------------|--------|-----------------------------|
|                      |   |                |   | (Do not check if a smaller reporting company) |   |                        |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule12b-2 of theExchange Act). Yes  o    No  x

 

Issuer’s revenues for itsmost recent fiscal year: $29,081,840

 

State the aggregate marketvalue of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was sold, or theaverage bid and asked prices of such common equity, as of a specified datewithin the past 60 days. The Registrant’s voting stock held bynon-affiliates of the Registrant on March 12, 2009 was approximately$4,386,000.

 

Number of shares of CommonStock outstanding as of the close of business on March 12, 2009:136,640,567 shares.

 

**DocumentsIncorporated by Reference**

 

None

 

 

 

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**EXPLANATORY NOTE**

 

ThisAmendment No. 1 on Form 10-K/A (the “Amendment”) amends the Company’sAnnual Report on Form 10K (the “Original Filing”) for the fiscal yearended December 31, 2008, as filed with the Securities and ExchangeCommission on March 27, 2009, and is being filed for the sole purpose toinclude a revised Item 9(A).  Inconnection with the filing of the Amendment, and as required by Rule 12b-15of the Securities Exchange Act of 1034 (the “Exchange Act”), the Company isalso re-issuing and filing new certifications of its principal executiveofficer and principal financial officer pursuant to Rule 13a-14(a)/15d-14(a) ofthe Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906of the Sarbanes-Oxley Act of 2002.

 

ThisAmendment to the Original Filing is solely for the purpose describedabove.  We have not revised, modified orupdated any other disclosures that were presented in the Original Filing,unless such revisions, modification or updates were expressly set forthherein.  This Amendment does not reflectany events that may have occurred subsequent to the Original Filing.  All other information not affected by thisAmendment remains unchanged and reflects the disclosure made at the time of thefiling of the Original Filing. 

 

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| **ITEM 9A.** | **CONTROLS  AND PROCEDURES** |
|--------------|------------------------------|

 

Telesource is committed to maintaining disclosure controls andprocedures that are designed to ensure that information required to bedisclosed in its Exchange Act reports is recorded, processed, summarized andreported within the time periods specified in the Commission’s rules andforms, and that such information is accumulated and communicated to itsmanagement, including its Chief Executive Officer and Chief Financial Officer,as appropriate, to allow for timely decisions regarding required disclosure. Indesigning and evaluating the disclosure controls and procedures, managementrecognizes that any controls and procedures, no matter how well designed andoperated, can provide only reasonable assurance of achieving the desiredcontrol objectives and are subject to certain limitations, including theexercise of judgment by individuals, the difficulty in identifying unlikelyfuture events, and the difficulty to eliminate misconduct completely. As aresult, there can be no assurance that our disclosure controls and procedureswill prevent all errors or fraud or ensure that all material information willbe made known to management in a timely manner.

 

Because of the inherent limitations in all control systems, noevaluation of controls can provide absolute assurance that all control issuesand instances of fraud, if any, within a company have been detected. Theseinherent limitations include the realities that judgments in decision makingcan be faulty and that breakdowns can occur because of simple error or mistake.Additionally, controls can be circumvented by the individual acts of somepersons, by collusion of two or more people, or by Management override of thecontrol. The design of any system of controls also is based in part uponcertain assumptions about the likelihood of future events, and there can be noassurance that any design will succeed in achieving its stated goals under allpotential future conditions. Because of the inherent limitations in acost-effective control system, misstatements due to error or fraud may occurand may not be detected. Notwithstanding these limitations, with the changesreferenced above, we believe that our disclosure controls and procedures aredesigned to provide reasonable assurance of achieving their objectives.

 

**Evaluationof Disclosure Controls and Procedures**

 

Under the supervision and with the participation of management,including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”),the Company conducted an evaluation of its disclosure controls and procedures,as such term is defined under Rule 13a-15(e) promulgated under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31,2008. Based on this evaluation, its CEO and CFO concluded the Company’sdisclosure controls and procedures are not effective to ensure that informationwe are required to disclose in our reports filed or submitted under theSecurities Exchange Act of 1934, as amended, is accumulated and communicated tomanagement as appropriate to allow timely decisions regarding requireddisclosures.

 

**Management’s Report on Internal Control overFinancial Reporting**

 

Management is responsible for establishing and maintaining adequateinternal control over financial reporting (as defined in Rules 13a-15(f) and15d-15(f) promulgated under the Exchange Act).

 

Internal control over financial reporting is a process, designed by, orunder the supervision of, an entity’s principal executive and principalfinancial officers, and effected by an entity’s board of directors, Managementand other personnel, to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of consolidated financial statementsfor external purposes in accordance with generally accepted accountingprinciples. Internal control over financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that, inreasonable detail, accurately and fairly reflect the transactions and thedispositions of the assets of the entity; (2) provide reasonable assurancethat transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles, andthat receipts and expenditures of the entity are being made only in accordancewith authorizations of the management and directors of the entity; and (3) providereasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the entity’s assets that could have amaterial effect on its consolidated financial statements.

 

Because of its inherent limitations, internal control over reportingmay not prevent or detect all misstatements. Also, projections of anyevaluation of effectiveness to future periods are subject to the risk thatcontrols may become inadequate because of changes in conditions, or that thedegree of compliance with the policies or procedures may deteriorate.

 

Under the supervision and with the participation of Management theCompany conducted an assessment of the effectiveness of its internal controlover financial reporting based on the criteria set forth in the InternalControl — Integrated Framework issued by the Committee of SponsoringOrganizations of the Treadway Commission (COSO).

 

As of the end of the period covered by this report, Managementconcluded that our internal control over financial reporting was effective.

 

This annual report does not include an attestation report of theCompany’s registered public accounting firm regarding internal control overfinancial reporting. Management’s report was not subject to attestation by theCompany’s registered public accounting firm pursuant to temporary rules ofthe Securities and Exchange Commission that permit the Company to provide onlymanagement’s report in this annual report.

 

**Changesin Internal Control over Financial Reporting**

 

The following represent either changes to internal controls or otherfactors that could significantly affect internal controls during the quarterended December 31, 2008:

 

There were no changes in our internal control in the fourth quarter.

 

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**SIGNATURES**

 

PURSUANT TO THEREQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BYTHE UNDERSIGNED THEREUNTO DULY AUTHORIZED.

 

**TELESOURCE INTERNATIONAL, INC.**

(Registrant)

 
| Dated:  April 13, 2009 |   | /s/ Nidal Zayed                        |
|-----------------------------|--------|----------------------------------------|
|                        |   | Nidal  Zayed                           |
|                        |   | President  and Chief Executive Officer |

 

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**INDEX OF EXHIBITS**

 
| **EXHIBIT NUMBER** | ** ** | **EXHIBIT  DESCRIPTION**                                         |
|--------------------|------------|------------------------------------------------------------------|
|               |       |                                                             |
| 31.1               |       | Rule 13a-14(a)/15d-14(a) Certification  of CEO*        |
|               |       |                                                             |
| 31.2               |       | Rule 13a-14(a)/15d-14(a) Certification  of CFO*        |
|               |       |                                                             |
| 32.1               |       | Section 1350  Certification — Chief Executive Officer* |
|               |       |                                                             |
| 32.2               |       | Section 1350  Certification Chief Financial Officer*        |

 

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*                 Filed herewith

 

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