Attached files
| file | filename |
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| EX-31.2 - US DATAWORKS INC | v228925_ex31-2.htm |
| EX-31.1 - US DATAWORKS INC | v228925_ex31-1.htm |
| EX-32.2 - US DATAWORKS INC | v228925_ex32-2.htm |
| EX-32.1 - US DATAWORKS INC | v228925_ex32-1.htm |
| EX-23.1 - US DATAWORKS INC | v228925_ex23-1.htm |
| EX-23.2 - US DATAWORKS INC | v228925_ex23-2.htm |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(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
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For the fiscal year ended March 31, 2011
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission file number 001-15385
US DATAWORKS, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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84-1290152
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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1 Sugar Creek Center Blvd.
5th Floor
Sugar Land, Texas 77478
(Address of principal executive offices, including ZIP Code)
(281) 504-8000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Exchange on Which Registered
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None
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None
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Securities registered pursuant to Section 12(g) of the Act:
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Title of Each Class:
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Common Stock, $0.0001 par value
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Indicate by check mark if 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 Exchange 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 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 ¨
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 statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
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 ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company x |
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(Do not check if a smaller
reporting company)
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Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
As of July 12, 2011, the aggregate market value of the common stock of the Registrant held by non-affiliates of the Registrant, based on the $0.18 per share price for the Registrant's common stock as quoted by the OTC Bulletin Board on July 12, 2011 was $5,362,303 (for purposes of calculating these amounts, only directors, officers and beneficial owners of 10% or more of the outstanding capital stock of the Registrant have been deemed affiliates).
As of July 12, 2011, the number of outstanding shares of common stock of the Registrant was 33,401,485.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
US Dataworks, Inc. is filing this Amendment No. 1 on Form 10-K/A (this “Amended Report”) to amend its Annual Report on Form 10-K for the fiscal year ended March 31, 2011 filed with the Commission on July 13, 2011 (the “Original Report”). The purpose of this Amended Report is solely to file Exhibit 23.1 to the Original Report (Consent of Independent Public Registered Accounting Firm) and Exhibit 23.2 (Consent of Independent Public Registered Accounting Firm), which were inadvertently included in the body of the Original Report rather than as an exhibit thereto.
Except for the foregoing, this Amended Report does not amend the Original Report in any way and does not modify or update any disclosures contained in the Original Report, which continues to speak as of July 13, 2011. Accordingly, this Amended Report should be read in conjunction with the Original Report.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The exhibits listed below are required by Item 601 of Regulation S-K. Each management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K/A (Amendment No. 1) has been identified.
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Exhibit
Number
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Description of Document
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23.1
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* |
Consent of Independent Public Registered Accounting Firm.
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23.2
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* |
Consent of Independent Public Registered Accounting Firm.
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31.1
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Section 302 Certification of Chief Executive Officer.
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31.2
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Section 302 Certification of Chief Financial Officer.
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32.1
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Section 906 Certification of Chief Executive Officer.
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32.2
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*
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Section 906 Certification of Chief Financial Officer.
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*
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Filed herewith.
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5
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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US DATAWORKS, INC.
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By:
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/s/ Charles E. Ramey
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Charles E. Ramey
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Chief Executive Officer
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Date: July 18, 2011
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles E. Ramey and Randall J. Frapart, and each of them, his true and lawful attorneys-in-act, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.
In accordance with the Exchange Act, 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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Name
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Title
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Date
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/s/ Charles E. Ramey
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Chief Executive Officer
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July 18, 2011
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Charles E. Ramey
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(Principal Executive Officer)
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and Director
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/s/ Randall J. Frapart
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Chief Financial Officer
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July 18, 2011
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Randall J. Frapart
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(Principal Financial Officer)
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Director
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July 18, 2011
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Joe Abrell
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*
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Director
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July 18, 2011
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Reed Overfelt
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*
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Director
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July 18, 2011
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J. Patrick Millinor
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*
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Director
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July 18, 2011
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John L. Nicholson, M.D.
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*
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Director
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July 18, 2011
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Mario Villarreal
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*
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Director
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July 18, 2011
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Thomas L. West, Jr.
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| * By: |
/s/ Charles E. Ramey
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| Attorney-In-Fact |
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EXHIBIT INDEX
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Exhibit
Number
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Description of Document
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23.1
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* |
Consent of Independent Public Registered Accounting Firm.
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| 23.2 | * |
Consent of Independent Public Registered Accounting Firm.
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31.1
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Section 302 Certification of Chief Executive Officer.
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31.2
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Section 302 Certification of Chief Financial Officer.
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32.1
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Section 906 Certification of Chief Executive Officer.
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32.2
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*
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Section 906 Certification of Chief Financial Officer.
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*
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Filed herewith.
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7