UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
|
|
|
þ |
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2009
or
|
|
|
o |
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 000-53235
DIGITILITI, INC.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
26-1408538 |
(State or other jurisdiction of
|
|
(IRS Employer |
incorporation or organization)
|
|
Identification No.) |
266 East 7th Street, 4th Floor St. Paul, Minnesota 55101
(Address of principal executive offices)
(651) 925-3200
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes o No þ
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 o No þ
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
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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
o No o
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 registrants 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. o
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 o
|
|
Accelerated filer o
|
|
Non-accelerated filer o
|
|
Smaller reporting company þ |
|
|
|
|
(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
Act). Yes o No þ
At June 30, 2009, the aggregate market value of the voting and non-voting common stock held by
non-affiliates was approximately $5,138,837, computed by reference to the price at which the stock
was last sold on that date of $0.18 per share reported on the Pink OTC Markets, Inc.
Indicate the number of shares outstanding of each of the registrants classes of common stock, as
of the latest practicable date:
|
|
|
Class
|
|
Outstanding at August 25, 2010 |
Common Stock, $.001 par value per share
|
|
64,912,999 shares |
Explanatory Note
This Amendment No. 1 on Form 10-K/A (the Amendment) to the Annual Report on Form 10-K for the
period ended December 31, 2009, which was originally filed with the Securities and Exchange
Commission on April 15, 2010 (the Original Filing), is being filed to amend the Original Filing
by amending the section of Item 9A(T) of Part II entitled Managements Report on Internal Control
over Financial Reporting in order to include: (i) managements assessment of the effectiveness of
our internal controls over financial reporting during the fiscal year ended December 31, 2009, as
required by Item 9A(T) of Part II of Form 10-K; and (ii) a statement that the annual report does
not include an attestation report of our registered public accounting firm regarding internal
control over financial reporting.
Except as stated herein, this Form 10-K/A does not reflect events occurring after the date of the
Original Filing and no attempt has been made in this Amendment No. 1 to Annual Report on Form
10-K/A to modify or update other disclosures as presented in the Original Filing.
PART II
Item 9A(T). Controls and Procedures
Managements Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting. Our internal control system is intended to provide reasonable assurance to our
management and board of directors regarding the preparation and fair presentation of published
financial statements and that we have controls and procedures designed to ensure that the
information required to be disclosed by us in our reports that we will be required to file under
the Exchange Act is accumulated and communicated to our management, including our principal
executive and our principal financial officers or persons performing similar functions, as
appropriate to allow timely decisions regarding financial disclosure.
Management assessed the effectiveness of our internal control over financial reporting as of
December 31, 2009. In making this assessment, management used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
ControlIntegrated Framework. Based on this assessment, management has concluded that our internal
control over financial reporting was not effective as of December 31, 2009 as a result of the
material weaknesses described below.
Managements assessment identified several material weaknesses in our internal control over
financial reporting. These material weaknesses include lack of segregation of duties, lack of
adequate documentation of our system of internal control, deficiencies in our information
technology systems, limited capability to interpret and apply accounting principles generally
accepted in the United States and lack of formal accounting policies and procedures and related
documentation.
To address these weaknesses, during the fourth quarter of 2009, we hired two additional
administrative and accounting personnel to assist in the processing of accounting data and
information and to address the issue of segregation of duties and responsibilities. Management is
taking additional steps to correct such material weaknesses in our internal controls. Until such
time, our internal control over financial reporting may be subject to additional material
weaknesses and deficiencies that we have not yet identified.
This annual report does not include an attestation report of our registered public accounting firm
regarding internal control over financial reporting. Managements report was not subject to
attestation by our registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only managements report in this annual report.
3