Unassociated Document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

Amendment No. 1

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2008

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-09751

STATMON TECHNOLOGIES CORP.

(Name of small business issuer in its charter)

Nevada		83-0242652
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3000 Lakeside Drive, Suite 300 South, Bannockburn, IL 60015
(Address of principal executive offices) (Zip Code)

(847) 604-5366
(Issuer’s telephone number)

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.01 par value	OTCBB
(Title of class)	(Name of exchange on which registered)

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

Yes ¨ No ý

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 ý 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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

State issuer’s revenues for its most recent fiscal year: $2,841,849.

As of June 30, 2008, 10,920,597 shares of the Company’s common stock, par value $0.01 per share, were held by non-affiliates, which had a market value of approximately $10,920,597 based on available OTCBB quote of the average between the high and low bid of $1.00 per share.

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: The number of shares of common stock of the registrant outstanding as of June 30, 2008 was 23,757,470.

Documents Incorporated by Reference: None.

Transitional Small Business Disclosure Format (Check one): Yes ¨ No ý

EXPLANATORY NOTE

We are filing this Amendment No. 1 on Form 10-K/A as Amendment No. 1 to our Annual Report filed on Form 10-KSB for the fiscal year ended March 31, 2008, as originally filed with the Securities and Exchange Commission on July 14, 2008 (our “Report”), to amend Item 8A(T). – Controls and Procedures, which will be amended in response to comments made by the Staff of the Securities and Exchange Commission on January 30, 2009 in connection with its review of our Report.

This Amendment No. 1 to Form 10-K/A continues to speak as of the date of our Report and other than as specifically reflected in this Amendment No. 1 to Form 10-K/A does not reflect events occurring after the filing of our Report or modify or update any related disclosures.

In this Report, “Statmon”, the “Company”, “we”, “us”, or “our” refer to Statmon Technologies Corp. and its wholly-owned subsidiaries, STC Software Corp. and Statmon-eBI Solutions, LLC.

ITEM 8A(T). CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company's "disclosure controls and procedures," as such term is defined in Rules 13a-15e promulgated under the Exchange Act as of this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that the disclosure controls and procedures are designed to provide reasonable assurance and that the disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance that material information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Based upon its evaluation, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has concluded there is a significant deficiency with respect to its internal control over financial reporting as defined in Rule 13a-15(e). Those rules define internal control over financial reporting as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles

The weakness identified by management relates to the lack of sufficient accounting resources. We have only one full-time employee in our accounting department (Chief Operating Officer) to perform routine record keeping. Consequently, our financial reporting function is limited. Management believes this weakness is considered a significant deficiency and does not rise to the level of a material weakness due to the compensating supervisory controls as discussed below.

As of the end of the period covered by this report and to address the identified weakness, the Chief Executive Officer will routinely assist the Chief Operating Officer in reviewing the financial results for the period, review and approve significant transactions, review budget and actual operating results, and review the financial statements and disclosures thereon for completeness. The Chief Executive Officer operates in a supervisory capacity to help compensate for the limited accounting personnel. This added level of supervision helps ensure the financial statements and disclosures are accurate and complete. This additional assistance was considered in concluding that our weakness in internal control is a significant deficiency. This added level of supervision helps ensure the financial statements and disclosures are accurate and complete.

In order to correct this deficiency, the Company plans on hiring additional in-house full-time accounting personnel or will consider hiring an outside consultant, as needed, to ensure that management will have adequate resources in order to attain complete reporting of financial information on a timely manner and provide a further level of segregation of financial responsibilities as the Company continues to expand.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Such limitations include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures, such as simple errors or mistakes or intentional circumvention of the established process.

Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during its fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

ITEM 1. EXHIBITS.

(a) Exhibits

	Exhibit Description

2.1	Agreement and Plan of Reorganization (1)
3.1	Articles of Incorporation (2)
3.2	Articles of Amendment of Articles of Incorporation (3)
3.3	Amended and Restated Bylaws of the Company (6)
4.1	Registration Rights Agreement dated October 12, 2001 between Statmon Technologies Corp. and Thieme Consulting, Inc. (6)
4.2	Form of Stock Certificate (6)
4.3	Form of Common Stock Purchase Warrant (exercisable at $5.00 per share) (6)
4.4	Form of Common Stock Purchase Warrant (exercisable at $2.00 per share) (6)
4.5	Form of Common Stock Purchase Warrant (exercisable at $1.00 per share) (6)
4.6	Form of Common Stock Purchase Warrant (exercisable at $1.50 per share) (8)
4.7	Form of Common Stock Purchase Warrant (exercisable at $1.25 per share) (8)
4.8	Form of Subscription Agreement for Exchange (10)
4.9	Form of Original Issue Discount Senior Secured Convertible Debenture (11)
4.10	Common Stock Purchase Warrant (11)
4.11	Form of Additional Investment Right (11)
10.1	Share Purchase Agreement (Sino Global Development Limited) (4)
10.2	Share Purchase Agreement (Systems & Technology Corp.) (4)
10.3	Share Purchase Agreement (Ace Capital Investment Limited) (4)
10.4	Share Purchase Agreement (Powerlink International Finance Inc.) (4)
10.5	Employment Agreement, dated as of July 1, 2004, by and between Statmon Technologies Corp. and Geoffrey P. Talbot, as amended. (6)
10.6	Employment Agreement, dated as of July 1, 2004, by and between Statmon Technologies Corp. and Peter J. Upfold, as amended. (6)
10.7	Agreement for Purchase and Sale of Remote Monitoring Products, dated February 25, 2003 between Statmon Technologies Corp. and Harris Corporation, as amended. (6)
10.8	Premises lease by and between Statmon Technologies Corp. as tenant and Maple Plaza, Ltd. as Landlord (7)
10.9	Addendum to Premises lease by and between Statmon Technologies Corp. as tenant and Maple Plaza, Ltd. as Landlord (7)
10.10	Promissory Note dated as of October 15, 2001 in the amount of $125,000 issued by Statmon Technologies Corp. to Thieme Consulting, Inc. (6)
10.11	Promissory Note dated as of November 7, 2001 in the amount of $100,000 issued by Statmon Technologies Corp. to Global Opportunity Fund Limited. (6)
10.12	Promissory Note dated as of November 6, 2001 in the amount of $25,000 issued by Statmon Technologies Corp. to Veninvest. (6)
10.13	Promissory Note Extension Agreement dated as of February 7, 2003 between Statmon Technologies Corp. and Thieme Consulting, Inc., The Global Opportunity Fund and Veninvest. (6)
10.14	Pledge and Security Agreement between Statmon Technologies Corp. and Thieme Consulting, Inc. (6)
10.15	Subordination Agreement between Statmon Technologies Corp. and Thieme Consulting, Inc. (6)
10.16	Promissory Note dated December 2, 2002 issued by Statmon Technologies Corp. to L&F Silverman in the principal amount of $15,000. (6)
10.17	Promissory Note dated October 31, 2003 issued by Statmon Technologies Corp. to L&F Silverman, PhD. in the principal amount of $10,000. (6)
10.18	Promissory Note dated October 31, 2003 issued by Statmon Technologies Corp. to Robert B. Fields. (6)
10.19	Form of Promissory Note issued by Statmon Technologies Corp. to purchasers of Units from April 2002 to June 2007. (6)
10.20	Deal Point Memorandum regarding Statmon eBI Solutions, LLC. Between Statmon Technologies Corp. and eBI Solutions, LLC. (6)
10.21	Non-exclusive Reseller Agreement dated May 26, 2006 between Statmon Technologies Corp. and Harris Corporation (8)
10.22	Form of Senior Subordinated Promissory Note issued by Statmon Technologies Corp. to Dean Delis (8)
10.23	Form of Promissory Note issued by Statmon Technologies Corp. to Martin E. Jacobs (8)

10.24	Agreement for Purchase and Sale of Remote Monitoring Products, dated September 7, 2006 between Statmon Technologies Corp. and MediaFLO USA, Inc. (9)
10.25	Premises lease by and between Statmon Technologies Corp. as tenant and YPI Bannockburn, LLC as Landlord (9)
10.26	Securities Purchase Agreement dated March 5, 2008 (11)
10.27	Security Agreement dated March 5, 2008 (11)
10.28	Subsidiary Guarantee dated March 5, 2008 (11)
14.1	Code of Ethics (6)
14.2	Charter of Audit Committee (6)
14.3	Charter of Compensation Committee (9)
21.1	List of Subsidiaries of the Company (6)
24.1	Power of Attorney (12)
31.1	* Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	* Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	* Certification of the Company’s Chief Executive Officer Certification, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	* Certification of the Company’s Chief Financial Officer Certification, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith
(1)	Incorporated by reference to Statmon Technologies Corp.’s Form 8-K/A filed on October 15, 2002, previously filed as Item 10.1 on Exhibit to Form 8-K.
(2)	Incorporated by reference to Viable Resources Inc.’s Form 10-K filed March 31, 1981.
(3)	Incorporated by reference to Statmon Technologies Corp.’s Form 8-K/A filed on October 15, 2002.
(4)	Incorporated by reference to Statmon Technologies Corp.’s Form 8-K filed on May 31, 2002.
(5)	Incorporated by reference to Statmon Technologies Corp.’s Form 8-K/A filed on June 10, 2004.
(6)	Incorporated by reference to Statmon Technologies Corp.’s Form 10-KSB filed on September 14, 2004.
(7)	Incorporated by reference to Statmon Technologies Corp.’s Form 10-KSB filed on July 14, 2005.
(8)	Incorporated by reference to Statmon Technologies Corp.’s Form 10-KSB filed on July 14, 2006.
(9)	Incorporated by reference to Statmon Technologies Corp.’s Form 10-KSB filed on July 14, 2007.
(10)	Incorporated by reference to Statmon Technologies Corp.’s Form 8-K filed on February 22, 2008.
(11)	Incorporated by reference to Statmon Technologies Corp.’s Form 8-K filed on March 7, 2008.
(12)	Incorporated by reference to Statmon Technologies Corp.’s Form 10-KSB filed on July 14, 2008.

(B) REPORTS ON FORM 8-K

- Form 8-K filed on February 22, 2008

- Form 8-K filed on March 7, 2008

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, registrant has caused this Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

	STATMON TECHNOLOGIES CORP., a Nevada corporation

	By:	/s/ Geoffrey P. Talbot
		Geoffrey P. Talbot Chairman, CEO, President and Chief Financial Officer (Principal Financial and Accounting Officer)


	Date:	April 8, 2009