Ibsg International Inc - Current report filing (8-K)
11 Januar 2008 - 11:19PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported):
December
31, 2006
IBSG
INTERNATIONAL, INC.
(Exact
name of registrant as specified in this charter)
Florida
|
000-029587
|
65-0705328
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
1132
Celebration Blvd., Celebration, FL
|
34747
|
(Zip
Code)
|
(Address
of Principal Executive Offices)
|
Registrant's
Telephone Number, including area code: (321) 939-6321
NOT
APPLICABLE
(Former
Name or Former Address, if Changes Since Last Report)
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions):
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[
] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM
4.02. Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
In
September 2007, the Board of Directors, determined that the Form
10-KSB for the years ended 2006 and 2005 could no longer be relied
upon and needed amending. The Board of Directors discussed its
conclusions and the matters disclosed in the filing with the Company’s
auditors.
On
January 7, 2008 the Company amended its annual report on Form 10-KSB for
fiscal
years ended December 31, 2006 and 2005, as initially filed with the Securities
and Exchange Commission on March 29, 2007, in order to provide clarification.
This amendment addresses the deferral of approximately $2.7 million and
$2.3 million, respectively, of revenue previously recognized with clarifications
to our significant accounting policies specific to revenue recognition.
Additionally, the tax provisions for fiscal years ended December 31, 2006
and 2005 have been restated to reflect the adjustments related to revenue
as
well as to correct certain components of the income tax note as originally
filed. For fiscal year 2005, deferred tax liabilities related to deferred
compensation of approximately $1.7 million and the reversal of a valuation
allowance for deferred tax assets of approximately $3.0 million were
recognized. These deferred tax changes in 2005 roll forward and impact the
balance sheet for fiscal year 2006.
The
significant effects of these revisions are presented in Note 8 to the
consolidated financial statements. The restatements affect disclosures and
tabular amounts in Item 6. Selected Financial Data; Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations; and Item 8. Financial Statements and Supplementary Data. This
amendment incorporates certain revisions to historical data but is not intended
to update other information presented in this annual report as originally
filed,
except where specifically noted. The following table reflects all the effects
of
the restatements.
|
|
|
|
|
|
|
|
|
Year
|
|
|
Year
|
|
|
|
Ended
|
|
|
Ended
|
|
|
|
December
31, 2006
|
|
|
December
31, 2005
|
|
Other
Assets
|
|
|
|
|
|
|
As
Previously Reported
|
$
|
--
|
|
$
|
--
|
|
As
Restated
|
|
103,205
|
|
|
--
|
|
Difference
|
$
|
103,205
|
|
$
|
--
|
|
|
|
|
|
|
|
|
Deferred
Tax Assets, Net
|
|
|
|
|
|
|
As
Previously Reported
|
$
|
170,805
|
|
|
$
|
--
|
|
As
Restated
|
|
2,253,300
|
|
|
|
3,022,200
|
|
Difference
|
$
|
2,082,495
|
|
|
$
|
3,022,200
|
|
|
|
|
|
|
|
|
|
Deferred
Revenue
|
|
|
|
|
|
|
|
As
Previously Reported
|
|
$
|
3,199,461
|
|
|
$
|
1,681,422
|
|
As
Restated
|
|
|
8,194,461
|
|
|
|
3,979,130
|
|
Difference
|
|
$
|
4,995,000
|
|
|
$
|
2,297,708
|
|
|
|
|
|
|
|
|
|
|
Deferred
Tax Liabilities, Net
|
|
|
|
|
|
|
|
|
As
Previously Reported
|
|
$
|
--
|
|
|
$
|
--
|
|
As
Restated
|
|
|
1,332,100
|
|
|
|
1,718,100
|
|
Difference
|
|
$
|
1,332,100
|
|
|
$
|
1,718,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income
Tax Payable
|
|
|
|
|
|
|
|
|
As
Previously
|
|
$
|
2,121,640
|
|
|
$
|
104,500
|
|
Reported
|
|
|
|
|
|
|
|
|
As
Restated
|
|
--
|
|
|
|
--
|
|
Difference
|
|
$
|
(2,121,640
|
)
|
|
$
|
(104,500
|
)
|
|
|
|
|
|
|
|
|
|
Retained
Earnings
|
|
|
|
|
|
|
|
|
(Accumulated
Deficit)
|
|
|
|
|
|
|
|
|
As
Previously Reported
|
|
$
|
1,222,321
|
|
|
$
|
(605,445
|
)
|
As
Restated
|
|
|
(797,439
|
)
|
|
|
(1,494,553
|
)
|
Difference
|
|
$
|
(2,019,760
|
)
|
|
$
|
(889,108
|
)
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
As
Previously Reported
|
|
$
|
10,301,970
|
|
|
$
|
7,226,064
|
|
As
Restated
|
|
|
7,604,678
|
|
|
|
4,928,356
|
|
Difference
|
|
$
|
(2,697,292
|
)
|
|
$
|
(2,297,708
|
)
|
|
|
|
|
|
|
|
|
|
Net
Income (Loss) Before Provision
|
|
|
|
|
|
|
|
|
(Benefit)
for Income Taxes
|
|
|
|
|
|
|
|
|
As
Previously Reported
|
|
$
|
3,777,306
|
|
|
$
|
2,237,388
|
|
As
Restated
|
|
|
1,080,014
|
|
|
|
(60,320
|
)
|
Difference
|
|
$
|
(2,697,292
|
)
|
|
$
|
(2,297,708
|
)
|
|
|
|
|
|
|
|
|
|
Provision
(Benefit) for
|
|
|
|
|
|
|
|
|
Income
Taxes
|
|
|
|
|
|
|
|
|
As
Previously Reported
|
|
$
|
1,949,540
|
|
|
$
|
104,500
|
|
As
Restated
|
|
|
382,900
|
|
|
|
(1,304,100
|
)
|
Difference
|
|
$
|
(1,566,640
|
)
|
|
$
|
(1,408,600
|
)
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
|
|
|
|
|
|
|
As
Previously Reported
|
|
$
|
1,827,766
|
|
|
$
|
2,132,888
|
|
As
Restated
|
|
|
697,114
|
|
|
|
1,243,780
|
|
Difference
|
|
$
|
(1,130,652
|
)
|
|
$
|
(889,108
|
)
|
|
|
|
|
|
|
|
|
|
Earning
per Share - Basic
|
|
|
|
|
|
|
|
|
As
Previously Reported
|
|
$
|
0.26
|
|
|
$
|
0.48
|
|
As
Restated
|
|
|
0.10
|
|
|
|
0.28
|
|
Difference
|
|
$
|
(0.16
|
)
|
|
$
|
(0.20
|
)
|
|
|
|
|
|
|
|
|
|
Earning
per Share - Diluted
|
|
|
|
|
|
|
|
|
As
Previously Reported
|
|
$
|
0.26
|
|
|
$
|
0.44
|
|
As
Restated
|
|
|
0.10
|
|
|
|
0.26
|
|
Difference
|
|
$
|
(0.16
|
)
|
|
$
|
(0.18
|
)
|
|
|
|
|
|
|
|
|
|
Weighted
Average Shares
|
|
|
|
|
|
|
|
|
Outstanding
- Basic
|
|
|
7,023,831
|
|
|
|
4,484,161
|
|
|
|
|
|
|
|
|
|
|
Weighted
Average Shares
|
|
|
|
|
|
|
|
|
Outstanding
- Diluted
|
|
|
7,023,831
|
|
|
|
4,837,061
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
IBSG
INTERNATIONAL, INC.
/S/
Michael
Rivers
Michael
Rivers
President
Date:
January 11, 2008
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