-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, URtruBSCaFM46oZKjf9Cd1Y5HdZf+czMs865Y+IImabq33MWjEiLkm8V9g0enmso s8PWJUdgZ+F2kOh7f+0n5A== 0001144204-06-012139.txt : 20060329 0001144204-06-012139.hdr.sgml : 20060329 20060329161334 ACCESSION NUMBER: 0001144204-06-012139 CONFORMED SUBMISSION TYPE: 10KSB/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20060329 DATE AS OF CHANGE: 20060329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUXILIO INC CENTRAL INDEX KEY: 0001011432 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880350448 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10KSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-27507 FILM NUMBER: 06719014 BUSINESS ADDRESS: STREET 1: 27401 LOS ALTOS STREET 2: SUITE 100 CITY: MISSION VIEJO STATE: CA ZIP: 92691 BUSINESS PHONE: 9496140700 MAIL ADDRESS: STREET 1: 27401 LOS ALTOS STREET 2: SUITE 100 CITY: MISSION VIEJO STATE: CA ZIP: 92691 FORMER COMPANY: FORMER CONFORMED NAME: PEOPLEVIEW INC DATE OF NAME CHANGE: 20040329 FORMER COMPANY: FORMER CONFORMED NAME: E PERCEPTION INC DATE OF NAME CHANGE: 20020118 FORMER COMPANY: FORMER CONFORMED NAME: CORPORATE DEVELOPMENT CENTERS INC DATE OF NAME CHANGE: 19990927 10KSB/A 1 v038762_10ksba.txt U.S. Securities and Exchange Commission Washington, D.C. 20549 - -------------------------------------------------------------------------------- FORM 10-KSB/A (Amendment No. 1) [X] Annual report under Section 13 or 14(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 2004. [_] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to Commission File Number: 000-27507 AUXILIO, INC. (Name of Small Business Issuer in its Charter) Nevada 88-0350448 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 27401 Los Altos, Suite 100, Mission Viejo, California 92691 ----------------------------------------------------------- (Address of principal executive offices) (949) 614-0700 -------------- (Issuer's telephone number) Securities registered under Section 12(b) of the Act: None Securities registered under Section 12(g) of the Act: Common Stock, $.001 par value ----------------------------- (Title of Class) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the 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 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. [_] Issuer's revenues for the year ended December 31, 2004 were $7,281,809. The aggregate market value for the Issuer's voting stock held by non-affiliates of the Issuer based upon the $1.79 per share closing sale price of the Common Stock on March 23, 2006 as reported on the Over-the-Counter Bulletin Board, was approximately $25,374,272. Shares of Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. As of March 23, 2006, Registrant had 15,961,410 shares of Common Stock outstanding. 1 Transitional Small Business Disclosure Format (check one): Yes [_] No [X] Explanatory Note We are filing this Amendment to our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004, as filed with the U.S. Securities and Exchange Commission (SEC) on April 19, 2005 in response to a request by the SEC to make certain changes to the disclosure in Item 8A Controls and Procedures. Other than the change referred to above, all other information included in the above described Form 10-KSB remains unchanged. This amendment does not reflect events occurring after the filing of such Form 10-KSB and does not modify or update the disclosures therein in any way other than as required to reflect the amendment as described above and set forth below. 2 Item 8A. Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. As of December 31, 2004, an evaluation was performed under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.. Our independent registered public accounting firm, Stonefield Josephson, Inc., advised us in connection with the completion of their audit for the year ended December 31, 2004, that they had identified certain matters involving the operation of our internal controls that they consider to be a material weakness. A "material weakness" is a reportable condition in which the design or operation of one or more of the internal control components does not reduce to a relatively low level the risk that misstatements caused by errors in amounts that would be material in relation to the consolidated financial statements being audited may occur and not be detected within a timely period by employees in the normal course of performing their assigned functions. The deficiency in our internal controls, as noted above, related to the timely reconciliation of income taxes required by SFAS No. 109. The unrecorded transactions and disclosure deficiency was detected in the audit process and has been appropriately recorded and disclosed in this Form 10-KSB. The matter identified by Stonefield Josephson, Inc. has been reviewed with management and with the Audit Committee. Management believes that the material weakness identified by Stonefield Josephson, Inc. was attributable in significant part to the purchase of The Mayo Group resulting in positive income requiring a tax provision calculation and our lack of internal accounting and finance personnel that possess technical expertise required to calculate a complex tax provision. We have implemented the following changes that have a material affect on our internal controls and procedures as they relate to financial reporting to respond to these matters. Our responsive actions include the engagement of a consultant to assist the Company with complex accounting issues including the tax provision, the hiring of a new chief financial officer that has experience in dealing with complex accounting issues and recruiting to increase staffing levels in certain areas of the finance organization. Our certifying officers believe that we have implemented sufficient compensating controls to minimize the risks associated with this material weakness identified by our independent auditors. Based on management's evaluation, and including consideration of the matter identified above, we believe the disclosure controls and procedures are effective. 3 Item 13. Exhibits Exhibits
- -------------- --------------------------------------------------------------------------------------------------------------- No. Item - -------------- --------------------------------------------------------------------------------------------------------------- 2.1 Agreement and Plan of Reorganization dated as of November 20, 2001, by and between the Company and e-Perception, Inc. (incorporated by reference to Exhibit 1.1 to the Registrant's Form 8-K filed on January 24, 2002). - -------------- --------------------------------------------------------------------------------------------------------------- 2.2 Agreement and Plan of Merger, dated April 1, 2004, by and between Auxilio, Inc., PPVW Acquisition Corporation, and Alan Mayo & Associates, Inc. (filed as Exhibit 2.1 to the Registrant's Form 8-K filed on April 16, 2004). - -------------- --------------------------------------------------------------------------------------------------------------- 3.1 Certificate of Incorporation - -------------- --------------------------------------------------------------------------------------------------------------- 3.2 Bylaws (incorporated by reference to Exhibit 2 to the Registrant's Form 10-SB filed on October 1, 1999). - -------------- --------------------------------------------------------------------------------------------------------------- 4.1 Subscription Agreement, dated as of January 9, 2002, by and among the Company and each of the stockholders of e-Perception, Inc. (incorporated by reference to Exhibit 1.1 to the Registrant's Form 8-K filed on January 24, 2002). - -------------- --------------------------------------------------------------------------------------------------------------- 10.1 2000 Stock Option Plan - -------------- --------------------------------------------------------------------------------------------------------------- 10.2 2001 Stock Option Plan - -------------- --------------------------------------------------------------------------------------------------------------- 10.3 2003 Stock Option Plan - -------------- --------------------------------------------------------------------------------------------------------------- 10.4 2004 Stock Option Plan - -------------- --------------------------------------------------------------------------------------------------------------- 10.5 Standard Office Lease by and between Arden Realty Limited Partnership and e-Perception Technologies, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant's Form 10-QSB filed on May 15, 2002). - -------------- --------------------------------------------------------------------------------------------------------------- 10.6 Asset Purchase Agreement between Workstream USA, Inc., Workstream, Inc. and PeopleView, Inc. dated March 8,. 2004 (incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K filed on April 2, 2004). - -------------- --------------------------------------------------------------------------------------------------------------- 10.7 Addendum dated as of May 27, 2004 to Asset Purchase Agreement dated March 17th, 2004 between Workstream Inc. Workstream USA, Inc. and PeopleView, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K/A filed on August 3, 2004). - -------------- --------------------------------------------------------------------------------------------------------------- 10.8 Revolving Loan and Security Agreement between Auxilio, Inc. and Michael D. Vanderhoof (filed as Exhibit 10.1 to the Registrant's Form 8-K filed on December 29, 2004). - -------------- --------------------------------------------------------------------------------------------------------------- 10.9 Executive Employment Agreement between Registrant and Etienne Weidemann, President and Chief Operating Officer dated April 1, 2004. - -------------- --------------------------------------------------------------------------------------------------------------- 10.10 Executive Employment Agreement between Registrant and Joseph J Flynn, Chief Executive Officer and Chairman of the Board of Directors dated April 1, 2004. - -------------- --------------------------------------------------------------------------------------------------------------- 10.11 Executive Employment Agreement between Registrant and James Stapleton, Chief Financial Officer and Corporate Secretary dated April 1, 2004. - -------------- --------------------------------------------------------------------------------------------------------------- 10.12 Executive Employment Agreement between Registrant and Paul T. Anthony, Chief Financial Officer and Corporate Secretary dated December 10, 2004. - -------------- --------------------------------------------------------------------------------------------------------------- 10.13 Standard Office Lease agreement by and between Auxilio, Inc and McMorgan Institutional Real Estate Fund I, LLC. dated October 13, 2004. - -------------- --------------------------------------------------------------------------------------------------------------- 14 Registrants Code of Ethics (incorporated by reference to Exhibit 14.1 to the Registrant's Form 10-KSB filed on April 14, 2004). - -------------- --------------------------------------------------------------------------------------------------------------- 16 Letter regarding change in certifying accountants dated February 14, 2002 (incorporated by reference to Exhibit 16 to the Registrant's Form 8-K filed on February 15, 2002). - -------------- --------------------------------------------------------------------------------------------------------------- 21.1 Subsidiaries - -------------- --------------------------------------------------------------------------------------------------------------- 31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and rule 15d-14(a). - -------------- --------------------------------------------------------------------------------------------------------------- 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and rule 15d-14(a). - -------------- --------------------------------------------------------------------------------------------------------------- 32.1 Certification of the CEO and CFO pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.1.1 to the Registrant's Form 10-KSB filed on April 19, 2005). - -------------- ---------------------------------------------------------------------------------------------------------------
4 Signatures In accordance with section 13 or 15(d) with the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 28th day of March 2006. AUXILIO, Inc. By: /s/ Joseph Flynn ---------------- Joseph Flynn Chief Executive Officer Principal Executive Officer By: /s/ Paul T. Anthony ------------------- Paul T. Anthony Chief Financial Officer Principal Financial Officer In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Joseph Flynn Chief Executive Officer - ---------------- (Principal Executive Officer March 28, 2006 Joseph Flynn and Director) /s/ Paul T. Anthony Chief Financial Officer March 28, 2006 - ------------------- (Principal Financial and Paul T. Anthony Accounting Officer) /s/ Michael Vanderhoof Director March 28, 2006 - ---------------------- Michael Vanderhoof /s/ John D. Pace Director March 28, 2006 - ---------------- John D. Pace /s/ Robert L. Krakoff Director March 28, 2006 - --------------------- Robert L. Krakoff 5 EX-31.1 2 v038762_ex31-1.txt CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14 AND 15d-14 OF THE EXCHANGE ACT I, Joseph Flynn, certify that: 1. I have reviewed this Annual Report on Form 10-KSB of Auxilio, Inc. (the "Registrant"); 2. Based on my knowledge, this Annual 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 Annual Report; 3. [omitted] 4. Auxilio's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-14) for the registrant and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this annual report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Annual Report (the "Evaluation Date"); and (c) presented in this Annual Report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Dated: March 28, 2006 /s/ Joseph Flynn - ---------------- Joseph Flynn, Chief Executive Officer (Principal Executive Officer) EX-31.2 3 v038762_ex32-2.txt CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14 AND 15d-14 OF THE EXCHANGE ACT I, Paul Anthony, certify that: 1. I have reviewed this Annual Report on Form 10-KSB of Auxilio, Inc. (the "Registrant"); 2. Based on my knowledge, this Annual 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 Annual Report; 3. [omitted] 4. Auxilio's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-14) for the registrant and have: (a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this annual report is being prepared; (b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Annual Report (the "Evaluation Date"); and (c) presented in this Annual Report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): (a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls. Dated: March 28, 2006 /s/ Paul Anthony - ---------------- Paul Anthony, Chief Financial Officer (Principal Financial Officer) -----END PRIVACY-ENHANCED MESSAGE-----