Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 - CYNERGISTEK, INC | ex312.htm |
| EX-23.1 - EXHIBIT 23.1 - CYNERGISTEK, INC | ex231.htm |
| EX-31.1 - EXHIBIT 31.1 - CYNERGISTEK, INC | ex311.htm |
| EX-32.1 - EXHIBIT 32.1 - CYNERGISTEK, INC | ex321.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
ON
FORM 10-K/A
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[X]
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ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2009.
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[ ]
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TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission File Number: 000-27507
AUXILIO, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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88-0350448
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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26300 La Alameda, Suite 100, Mission Viejo, California 92691
(Address of principal executive offices) (Zip Code)
(949) 614-0700
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Act: None
Securities registered under Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of Class)
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 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 o 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 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 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(§232.405 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 x
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
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.
| Large accelerated filer o | Accelerated filer o | |
| Non-accelerated filer o | 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]
At June 30, 2009 the aggregate market value of registrant’s voting securities (consisting of common stock) held by nonaffiliates of the registrant, based on the average bid price on such date of the Common Stock of $0.65 per share, was approximately $11 million. The Common Stock constitutes registrant’s only outstanding class of security.
As of March 30, 2010, registrant had 19,159,151 shares of Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
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Document Description
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10-K Part
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Portions of the Registrant’s notice of annual meeting of stockholders and proxy statement to be filed pursuant to Regulation 14A within 120 days after Registrant’s fiscal year ended December 31, 2009 are incorporated by reference into Part III of this report.
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III (Items 10, 11, 12, 13, 14)
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EXPLANATORY NOTE
Auxilio, Inc. ("we," "us," "our," or the "Company") is filing this amendment to our Annual Report on Form 10-K for the fiscal year ended December 31, 2009, which was originally filed with the Securities and Exchange Commission on March 31, 2010 and amended on March 18, 2011 (the “Original Filing”) for the purpose of including the consent of our independent registered accounting firm, Haskell & White LLP, as Exhibit 23.1.
Other than as described above, none of the financial statements or other disclosures in the Original Filing have been amended or updated. Among other things, forward looking statements made in the Original Filing have not been revised to reflect events that occurred or facts that became known to the Company after the filing of the Original Filing, and such forward-looking statements should be read in their historical context. Accordingly, this Amendment No. 2 to Annual Report on Form 10-K/A should be read in conjunction with the Company’s filings with the Securities and Exchange Commission subsequent to the Original Filing.
Item 15. Exhibits and Financial Statement Schedules
(a) Documents filed as a part of this report:
(2) Exhibits
The following exhibits are filed as part of this Report:
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No.
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Item
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23.1
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Consent of Haskell & White LLP.
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31.1
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Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and rule 15d-14(a).
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31.2
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Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and rule 15d-14(a).
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32.1
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Certification of the CEO and CFO 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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Signatures
Pursuant to the requirements of Section 13 or 15(d) with 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.
AUXILIO, INC.
By: /s/ Joseph J. Flynn
Joseph J. Flynn
Chief Executive Officer
Principal Executive Officer
March 22, 2011
By: /s/ Paul T. Anthony
Paul T. Anthony
Chief Financial Officer
Principal Financial Officer
March 22, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Joseph J. Flynn
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Chief Executive Officer
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March 22, 2011
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Joseph J. Flynn
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(Principal Executive Officer and Director) | |||
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/s/ Paul T. Anthony
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Chief Financial Officer
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March 22, 2011
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Paul T. Anthony
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(Principal Financial and Accounting Officer) | |||
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/s/ Edward Case
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Director
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March 22, 2011
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Edward Case
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/s/ Michael Joyce
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Director
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March 22, 2011
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Michael Joyce
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/s/ John D. Pace
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Director
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March 22, 2011
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John D. Pace
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(Non-executive Chairman of the Board) | |||
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/s/ Max Poll
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Director
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March 22, 2011
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Max Poll
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| /s/ Mark St. Clare | Director | March 22, 2011 | ||
| Mark St. Clare | ||||
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/s/ Michael Vanderhoof
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Director
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March 22, 2011
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Michael Vanderhoof
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