Attached files
| file | filename |
|---|---|
| EX-31.1 - SUPERCLICK INC | v183846_ex31-1.htm |
| EX-32.2 - SUPERCLICK INC | v183846_ex32-2.htm |
| EX-31.2 - SUPERCLICK INC | v183846_ex31-2.htm |
| EX-32.1 - SUPERCLICK INC | v183846_ex32-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Mark
One)
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x
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Annual
report pursuant to section 13 or 15(d) of the Securities Exchange Act of
1934 [Fee
Required] for the fiscal year ended October 31, 2009
or
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o
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Transition
report pursuant to section 13 or 15(d) of the Securities Exchange Act of
1934 [No Fee
Required] for the transition period from _________ to
_________.
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Commission
File No. 333-31238
SUPERCLICK,
INC.
(Exact
name of registrant as specified in its charter)
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Washington
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52-2219677
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(State
or other jurisdiction of
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(I.R.S.
Employer Identification
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incorporation
or organization)
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Number)
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10222
St-Michel Blvd., Suite 300
Montreal,
Quebec, H1H 5H1
(Address, Including Zip
Code, Including Area Code, Of Registrant's mailing address in
Montreal)
Registrant’s
telephone number, including area code:
(514)
847-0333
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 $.0006 per share
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 x 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 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. o
The
Registrant’s revenues for the year ended October 31, 2009 were
$7,689,086.
The
aggregate market value of the Registrant's common stock held by non-affiliates
of the Registrant on December 24, 2009 (based on the closing sale price of US
$0.12 per share of the Registrant's common stock, as reported on
Over-The-Counter Bulletin Board on that date) was approximately U.S. $4,832,271.
Common stock held by each officer and director and by each person known to the
Registrant to own 5% or more of the outstanding common stock has been excluded
in that those persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.
The
number of shares of the Registrant's common stock outstanding on December 24,
2009 was 45,312,251.
Transitional
Small Business Disclosure Format (Check one): YES o NO x
EXPLANATORY
NOTE
1. We have amended our discussion in Item 9A Controls and Procedures conform
with Item 308T(a)(4) of Regulation S-K and clarify that our disclosure controls
and procedures were ineffective.
Notwithstanding
the foregoing, we have not made any material changes to our financial
information contained in the Original Filing, as amended. In accordance
with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), each item of the Original Filing, as amended, that is further
amended by this Amendment No. 3 is restated in its entirety, and this Amendment
No. 3 is accompanied by currently dated certifications on Exhibit 31.1, 31.2,
32.1 and 32.2.
Except
as expressly set forth in this Amendment No. 2, we are not amending any other
part of the Original Filing. This Amendment No. 3 continues to speak as of
the date of the Original Filing, except as such disclosure is amended by this
Amendment No. 3, and does not reflect events occurring after the filing of the
Original Filing, or modify or update any related or other disclosures, including
forward-looking statements, unless expressly noted otherwise. Accordingly,
this Amendment No.3 should be read in conjunction with the Original Filing, our
First Amendment and Second Amendment and with our other filings made with the
SEC subsequent to the filing of the Original Filing. The filing of this
Amendment No. 3 shall not be deemed an admission that the Original Filing when
made included any untrue statement of a material fact or omitted to state a
material fact necessary to make a statement not misleading.
ITEM
9
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
There
were no reportable events of the type described in Item 304(a)(1)(iv) of
Regulation S-B.
ITEM
9A
CONTROLS
AND PROCEDURES
Management Evaluation of
Disclosure Controls and Procedures
The
Company’s Chief Executive Officer and Chief Financial Officer (its principal
executive officer and principal financial officer, respectively) conducted an
evaluation of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures (as defined in Securities Exchange Act Rule
13a-15(e)). The Company’s Chief Executive Officer and Chief Financial Officer
have concluded, based on their evaluation as of the end of the period covered by
this Annual Report, that the Company’s disclosure controls and procedures were
not effective to ensure that information required to be disclosed by the Company
in the reports filed or submitted by it under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms, and include controls and
procedures designed to ensure that information required to be disclosed by the
Company in such reports is accumulated and communicated to the Company’s
management, including the Chief Executive Officer and Chief Financial Officer,
as appropriate to allow timely decisions regarding required
disclosure.
Management’s Report on
Internal Control Over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting as such term is defined in Rules 13a-15(f) or
15d-15(f), under the Exchange Act. Internal control over financial
reporting is a process designed by, or under the supervision of, our principal
executive and principal financial officers and affected by our Board of
Directors, management and other personnel, and 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. A company’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of our assets; (ii)provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company’s assets that could have a
material effect on its financial statements.
Because
of inherent limitations, a system of internal control over financial reporting
may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable, not absolute, assurance
of achieving their control objectives. Also, projections of any evaluation
of effectiveness to future periods are subject to risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Management
has assessed the effectiveness of the internal control over financial reporting
as of October 31, 2009. In making this assessment, management used the
criteria set forth in the framework established by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) in Internal Control - Integrated
Framework. Based upon this evaluation our management, including the Chief
Executive Officer and Principal Financial Officer, has concluded that our
internal controls over financial reporting were ineffective as of October 31,
2009.
This
annual report does not include an attestation report of the registrant’s
registered public accounting firm regarding internal control over financial
reporting. Management’s report was not subject to attestation by the
registrant’s registered public accounting firm pursuant to temporary rules of
the Securities and Exchange Commission that permit the registrant to provide
only management’s report in this report.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this Amendment No. 1to Form 10K
r to be signed on its behalf by the undersigned, thereunto duly
authorized.
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Date:
May 6, 2010
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Superclick,
Inc.
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By: /s/
Sandro Natale
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Sandro
Natale
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Chief
Executive Officer
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EXHIBITS
LIST
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Exhibit
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Number
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Description of Document
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31.1*
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Certification
by Principal Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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31.2*
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Certification
by Principal Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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32.1*
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Certification
by Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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32.2*
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Certification
by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
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* Filed
herewith