10-K/A 1 v159120_10ka.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C.  20549
 
Form 10-K/A
Amendment No. 2
 
x    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended March 31, 2008
 
¨    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)
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes ¨  No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ¨  No x
 
Indicate by check mark 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 ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceeding 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K.  ¨
 
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 ¨
Non-accelerated filer ¨
Smaller reporting companyx
  
(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 ¨  Nox
 
The aggregate market value of the common stock of the registrant held by non-affiliates as of September 30, 2008, the last business day of the registrant’s most recently completed second fiscal quarter, was $5,318,615.
 
The number of shares outstanding of the registrant’s common stock as of June 30, 2008 was 23,757,470
  
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.
 
 Documents Incorporated by Reference:  None.

 
EXPLANATORY NOTE
 
We are filing this Amendment No. 2 on Form 10-K/A to our Annual Report filed on Form 10-KSB, as amended on April 10, 2009, 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, in response to comments made by the Staff of the Securities and Exchange Commission in connection with its review of our Report.
 
This Amendment No. 2 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. 2 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
 
We maintain disclosure controls and procedures that are designed 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 communicated to the Company’s management as appropriate and within the time periods specified in SEC rules and forms. In designing and evaluating the disclosure controls and procedures, we recognized that a control system, no matter how well designed 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 and instances of fraud, if any, within a company have been detected.

As of March 31, 2008, we carried out an evaluation 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, as such term is defined in Rules 13a-15e promulgated under the Exchange Act.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to the material weakness described below.
 
Management's Report on Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Our internal control over financial reporting is 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 and includes those policies and procedures that:
 
 
·
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
 
 
·
Provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
 
 
·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
 
In connection with the filing of our Annual Report on Form 10-K, our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of March 31, 2008.  In making this assessment, our management used the criteria set forth by Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework. As a result of the material weakness described below, we have concluded that the Company’s internal control over financial reporting was not effective as of March 31, 2008 based on the criteria in Internal Control—Integrated Framework.
 
Management identified a material weaknesses in the Company’s internal control over financial reporting. A material weakness is a significant deficiency, or a combination of significant deficiencies which when aggregated, results in there being more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by employees in the normal course of their assigned functions.
 
 
The material 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.
 
In order to correct this material weakness, the Company has hired outside consultants to assist with financial statement preparation and reporting needs of the Company and plans on hiring additional internal full-time accounting personnel in the third calendar quarter of 2009 and intends to assist internal accounting personnel with consultants as needed to ensure that management will have adequate resources in order to attain complete reporting of financial information in a timely manner and provide a further level of segregation of financial responsibilities as the Company continues to expand.
 
This Annual Report on Form 10-K/A does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K/A.
 
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 ended March 31, 2008 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
 

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: 
 August 27, 2009