UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A

Amendment No. 3

[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

1

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]

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. 3 (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. 3 is being filed solely to correct typographical errors on page 7, 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 the subsequent Amendment Nos. 1 or 2.

2

TABLE OF CONTENTS

PART II

ITEM 9A(T) Controls and Procedures...................................4

PART IV

ITEM 15 Exhibits..................................................6

3

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 10, 2015
SIGNAL ADVANCE, INC. 

By: /s/ Chris M. Hymel

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 10, 2015
Chris M. Hymel            President and Treasurer
                          (Principal Executive, Financial
                           and Accounting Officer)


/s/ Malcolm H. Skolnick   Member: Board of Directors,        November 10, 2015
Malcolm H. Skolnick       Secretary


/s/ Richard C. Seltzer    Member of the Board of Directors   November 10, 2015
Richard C. Seltzer

7
Signal Advance (PK) (USOTC:SIGL)
Historical Stock Chart
Von Okt 2024 bis Nov 2024 Click Here for more Signal Advance (PK) Charts.
Signal Advance (PK) (USOTC:SIGL)
Historical Stock Chart
Von Nov 2023 bis Nov 2024 Click Here for more Signal Advance (PK) Charts.