Amended Annual Report (10-k/a)
10 November 2015 - 7:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2014
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File No. 000-54626
SIGNAL ADVANCE, INC.
(Exact name of registrant as specified in its charter)
Texas
(State or Other Jurisdiction of Incorporation or Organization)
8731
(Primary Standard Industrial Classification Number)
76-0373052
(IRS Employer Identification Number)
2520 County Road 81
Rosharon, Texas 77583
(713) 510-7445
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether 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 registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for shorter period that the
registrant as 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 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. Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act.(Check one)
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
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Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act). Yes [ ] No [X]
As of the date of this report, the registrant had 10,460,077 shares of common
stock issued and outstanding, no par value.
EXPLANATORY NOTE
Signal Advance, Inc. (the "Company") is filing this Amendment No. 2 (on Form
10-K/A) to its Annual Report on Form 10-K for the fiscal year ended December
31, 2014 (the "Original Filing"), as originally filed with the Securities and
Exchange Commission on March 31, 2015 and subsequently amended ("Amendment
No. 1") on April 4, 2015. This Amendment No. 2 is being filed solely to 1)
revise the Company's disclosure in part II, Item 9(A)T - Controls and
Procedures and 2) provide new certifications from the Chief Executive Officer
and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
Except as described above, this Amendment No. 1 does not otherwise amend or
update any exhibit or diclosure set forth in the Original Filing or Amendment
No. 1.
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TABLE OF CONTENTS
PART II
ITEM 9A(T) Controls and Procedures...................................4
PART IV
ITEM 15 Exhibits..................................................6
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PART II
Item 9A(T). Controls and Procedures
MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES: Management is
responsible for establishing and maintaining adequate internal control over
financial reporting (as defined in Exchange Act Rule 13a-15(f)). Internal
control over financial reporting is 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 accounting
principles generally accepted in the United States of America. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Also, projections of any evaluation of effectiveness
to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that compliance with the policies or
procedures may deteriorate. Management evaluated the effectiveness of the
Company's internal control over financial reporting as of December 31, 2014
using the criteria established in 'Internal Control - Integrated Framework'
(1992) issued by the Committee of Sponsoring Organizations of the Treadway
Commission ("COSO"). Management concluded that the Company's disclosure controls
and procedures over financial reporting were not effective as of December 31,
2014 based on material weakenesses listed below.
A material weakness is a deficiency, or combination of deficiencies, in
internal control over financial reporting, such that there is a reasonable
possibility that a material misstatement of the Company's annual or interim
financial statements will not be prevented or detected on a timely basis.
MANAGEMENT'S REPORT ON INTERNAL CONTROL OF FINANCIAL REPORTING. Management is
also responsible for establishing and maintaining adequate internal control over
financial reporting. In its assessment of the effectiveness of internal control
over financial reporting as of December 31, 2014, based on the above referenced
guidelines, the Company determined that there were control deficiencies that
constituted material weaknesses, as listed below.
1) We do not have an Audit Committee - While not being legally obligated to
have one, management believes that such a committee, including a financial
expert member, is an important entity level control over the Company's
financial statement. Currently, the Board of Directors acts as the Audit
Committee, and does not include an independent member to provide the
necessary oversight over management's activities.
2) We did not maintain appropriate cash controls - Due to accounting resource
limitations, as of December 31, 2014, the Company has not maintained
sufficient internal controls over financial reporting for the cash process
based on the failure to segregate cash handling and accounting functions,
and the lack of the requirement for dual signatures on the Company's bank
accounts. Alternatively, the effects of poor cash controls were mitigated by
the fact that the Company had limited transactions in their bank accounts.
3) We did not implement appropriate information technology controls - As at
December 31, 2014, the Company retains copies of all financial data and
material agreements and periodically make backups of the Company's data;
however there is no formal procedure or evidence of normal backup of the
Company's data or off-site storage of data in the event of theft,
misplacement, or loss due to unmitigated factors.
4
As such, the Company concluded that these control deficiencies resulted in a
reasonable possibility that a material misstatement of the annual or interim
financial statements will not be prevented or detected on a timely basis by the
company's internal controls. As a result of the material weaknesses described
above, management has concluded that the Company did not maintain effective
internal control over financial reporting as of December 31, 2014 based on
criteria established in Internal Control - Integrated Framework (1992) issued
by COSO.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING: There has been no
change in our internal control over financial reporting identified in connection
with our evaluation we conducted of the effectiveness of our internal control
over financial reporting as of December 31, 2014, that occurred subsequent to
the evaluation that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
This annual report 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 rules of the SEC applicable to an
Emerging Growth Company that permit the Company to provide only management's
report in this annual report.
5
PART IV
Item 15. Exhibits
Exhibit 31.1: Certification of Chief Executive Officer pursuant to Section
302(a) of the Sarbanes-Oxley Act
Exhibit 31.2: Certification of Chief Financial Officer pursuant to Section
302(a) of the Sarbanes-Oxley Act
Exhibit 32.1: Certification of Chief Executive Officer and Chief Financial
Officer under Section 1350 as Adopted Pursuant Section 906 of
the Sarbanes-Oxley Act
6
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: November XX, 2015
SIGNAL ADVANCE, INC.
Chris M. Hymel, President/Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and as
of the dates indicated.
SIGNATURE TITLE DATE
----------------------- ------------------------------- -----------------
/s/ Chris M. Hymel Member, Board of Directors, November XX, 2015
Chris M. Hymel President and Treasurer
(Principal Executive, Financial
and Accounting Officer)
/s/ Malcolm H. Skolnick Member: Board of Directors, November XX, 2015
Malcolm H. Skolnick Secretary
/s/ Richard C. Seltzer Member of the Board of Directors November XX, 2015
Richard C. Seltzer
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