Attached files
| file | filename |
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| EX-32.1 - CERTIFICATION - X-Factor Communications Holdings, Inc. | f10k2012a1ex32i_xfactor.htm |
| EX-31.1 - CERTIFICATION - X-Factor Communications Holdings, Inc. | f10k2012a1ex31i_xfactor.htm |
| EX-31.2 - CERTIFICATION - X-Factor Communications Holdings, Inc. | f10k2012a1ex31ii_xfactor.htm |
| EX-32.2 - CERTIFICATION - X-Factor Communications Holdings, Inc. | f10k2012a1ex32ii_xfactor.htm |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.20549
Form 10-K/A
Amendment No. 1
(Mark One)
x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number 000-54341
X-Factor Communications Holdings, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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45-1545032
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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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3 Empire Blvd., 5th Floor, South Hackensack, New Jersey 07606
(Address of principal executive offices)
(201) 518-1925
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act:
None.
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.0001 par value per share
(Title of Class)
Indicate by check mark whether 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 whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange 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 Exchange Act 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 x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large Accelerated Filer o
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Accelerated Filer o
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Non-accelerated Filer o
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Smaller Reporting Company x
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(Do not check if a smaller reporting company.)
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Check whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of June 30, 2012, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $6,159,968 based on the last price at which the Company’s common stock was last sold. As of May 15, 2013 there were 17,753,684 shares of common stock outstanding.
FORWARD-LOOKING STATEMENTS
Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of X-Factor Communications Holdings, Inc. (the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A is filed for the purpose of amending Part III, Item 10 of the Company’s Form 10-K filed with the Securities and Exchange Commission on May 16, 2013 (the “Annual Report”) to remove the references that were inadvertently included, to Louis Siracusano as a director of the Company, as a result of Mr. Siracusano’s resignation effective April 25, 2013. Except for this correction, there have been no changes in any of the financial or other information contained in the Annual Report.
PART III
Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(a) of the Exchange Act.
(a) Identification of Directors and Executive Officers.
The following table identifies our executive officers and directors, their ages, their respective offices and positions, and their respective dates of election or appointment.
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Name
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Age
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Position
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Officer/Director Since
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Charles Saracino
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56
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Chief Executive Officer, President, Secretary and Chairman of the Board
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May 15, 2012
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Edwin F. Heinen
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61
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Interim Chief Financial Officer
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May 15, 2012
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Jeffrey Singman
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49
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Chief Marketing & Sales Officer
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May 15, 2012
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Ken Makow
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46
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Chief Technology Officer
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May 15, 2012
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Brian Watts
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61
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Chief Information Officer
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May 15, 2012
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Jim Morris
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54
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Director
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May 15, 2012
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Background
The following is a brief summary of the background of each of our directors and executive officers.
Charles Saracino, President, CEO and Chairman of the Board. Mr. Saracino’s entrepreneurial career of 26 years has spanned television, corporate and Internet broadcast services as well as digital media software and creative services. Mr. Saracino has served as the President and Chief Executive Officer of X-Factor, LLC since its founding in May 2005. X-Factor LLC was formed as a spin-off from Intellispace Inc., an Internet service provider where Mr. Saracino served as VP and General Manager of Intellispace’s newly formed Media Services division from October 2003 to the founding of X-Factor LLC in May 2005. Prior to joining Intellispace Inc, Mr. Saracino founded MediaOnDemand.com ("MOD") in 1992 and led the company as its President and Chief Executive Officer from inception to 2002 when the company was sold to a public company, Visual Data Corp of Pompano Beach, Florida. Prior to founding MOD in 1992, Mr. Saracino co-founded Waterfront Communications Corp. (WCC) and served as its Executive Vice President/General Manager from 1985 to 1992. Mr. Saracino was instrumental in creating the first successful switched video broadcast network to incorporate fiber optic, satellite and microwave technologies. Following the sale of Waterfront to Video Services Corporation ("VSC") in 1989, until 1992 Mr. Saracino was retained under contract with VSC as General Manager and to manage new business development. Mr. Saracino’s past service with X-Factor LLC and his experience in the digital media software and creative services market led to the conclusion that he should serve as a director.
Edwin Heinen, Interim Chief Financial Officer. Until a permanent Chief Financial Officer is hired, Mr. Heinen has agreed to serve as the Company's Interim Chief Financial Officer. Mr. Heinen has assisted X-Factor LLC since September 2011 providing accounting and financial services. Prior to joining X-Factor LLC, from December 2010 through March 2011, Mr. Heinen assisted in the transition of his Chief Financial Officer responsibilities to the new Chief Financial Officer of Glowpoint, Inc., a video conferencing company. From April 2006 to December 2010, Mr. Heinen served as the Chief Financial Officer and Executive Vice President of Glowpoint, Inc., and prior to that served as Controller of Glowpoint, Inc. from March 2005. Prior to that, Mr. Heinen served in senior financial executive positions with responsibility for accounting, auditing, treasury, analysis, budgeting, and SEC, financial and tax reporting. He became a Certified Public Accountant while working for Deloitte LLP from January 1979 to January 1984. Mr. Heinen received a B.S. in Business Administration from Cornell University and an M.B.A in Finance from the University of Detroit.
Jeffrey Singman, Chief Marketing & Sales Officer. Mr. Singman was appointed to serve as the Company's Chief Marketing & Sales Officer upon the completion of the Merger. Mr. Singman has consulted with X-Factor LLC since its inception and is responsible for the business development, sales operations and product strategy for X-Factor LLC. Prior to joining X-Factor LLC, Mr. Singman was the President of Tri-Mil Consulting, Inc. from January 2009 to 2011, a consultancy group that works with corporations and investment banking firms providing expertise in technology, networking, product development, operations, sales and marketing. From May 2008 to January 2009, Mr. Singman served as General Manager for Bright Sky Holdings, a technology incubator in the digital media industry. From June 2006 to May 2008, Mr. Singman served as North American General Manager for IP Trade, an IP telephony company focused on the financial industry. Mr. Singman served as Senior Vice President of Operations and Logistics for Lucid Security, an intrusion prevention company, from April 2004 to June 2006, which was later sold. From June 2002 to April 2004, Mr. Singman served as Senior Vice President of Product Management for Moneyline Networks, Inc., an OEP, Bank One Company. From June 2000 to May 2002, Mr. Singman served as VP & General Manager of Conferencing at Global Crossing, a 650 person standalone business unit with $170 million in annual revenues. In addition, Mr. Singman had overall product responsibility for Global Crossing’s Media & Entertainment initiatives. Prior to leading the Global Crossing conferencing business, Mr. Singman held the position of Director of Engineering and Strategic Development at NBC/GE from January 1985 to January 1999. During his 14-year tenure at NBC/GE, he had overall responsibility for NBC’s worldwide production voice, data digital video initiatives and security services. Mr. Singman has also been a consultant for GE Capital Equity Group and Rainmaker Capital providing investment strategy, execution, corporate development and operations optimization services.
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Ken Makow, Chief Technology Officer. Mr. Makow was appointed to serve as the Company's Chief Technology Officer upon the completion of the Merger. Prior to becoming X-Factor’s Director of Strategy and Technology in July of 2006, he was an independent consultant working to build out the global streaming media multicast system and Webcasting workflow for Credit Suisse in New York. Prior to that he was Webcast Program Manager/Streaming & Digital Media Specialist for Unisys Corporation from November 2003 through November 2005 designing and deploying a global multicast infrastructure for live company broadcasts for over 36,000 employees. Mr. Makow was also the Web Development Manager for TalkPoint Communications LLC from January 2001 through November 2003 where he developed a broad range of Webcasts, including SEC compliant virtual “road shows” and Regulation FD compliant investor conferences for nearly every major investment bank. He also developed Webcasts for drug launches and doctor training for Bristol Myers Squibb, live event Webcasts for Ernst and Young LLP, and live, company-wide, online meetings for McDonalds. Mr. Makow also served as the Director of Production for FortuneCity.com from April 2000 to January 2001 where he managed the worldwide client-side programming and software development workflow for three English language sites and eight other native language sites in the network. Early in his career, he was an Independent Artist and Repertoire Consultant and the Founder of Shark Entertainment where he discovered, nurtured and managed major label recording artists including Trixter, selling nearly one million records in 1991, which was MCA’s first RIAA certified gold rock debut since 1984.
Brian Watts, Chief Information Officer. Mr. Watts was appointed as the Company's Chief Information Officer upon the completion of the Merger. Mr. Watts has been a serial entrepreneur over the past 20 years, creating database software that was sold in Europe and in Japan (1991); providing an International Trade Database system to the United Nations (1992), and founding New York Internet Center (1996) where he spearheaded a number of firsts in the industry, including the streaming of the world's first live boxing match over the Internet (1997). He has a graduate degree in Computer Science from Rhodes University, an MBA from Thunderbird School of Global Management and a Ph.D. in Experimental Psychology from New York University. Mr. Watts was as Senior Researcher at The University of South Africa from 1981 to 1983. In September 1983, Mr. Watts entered the PhD Experimental Psychology Program at New York University. In 1989, Mr. Watts was engaged by Elsevier Science Publishers (Netherlands) to create a database software product for sale in Europe and Japan. For this purpose, he created ‘BiB/Search Software’ (an LLC) during that year. He formed World Trade Markets in 1992, which developed an International Trade Database CDROM product that was used by the United Nations. In 1996, Mr. Watts created New York Internet Center (NYIC) as a Partnership with Computer Educational Services with a focus on Internet Training and Internet applications development. In 1997, Mr. Watts took control of NYIC, serving as its CEO until 2005, at which time he commenced the Executive MBA program at Thunderbird School of Global Management. From 1997 until June 2012 when he became an employee, Mr. Watts had been working as a consultant.
Jim Morris, Director. Mr. Morris was appointed as a director of the Company upon the completion of the Merger. Mr. Morris is a Principal in CCI Partners, a project development firm focused on infrastructure and real estate finance. Previously he served as Managing Partner and Co-Founder of Rose Rock Infrastructure, an infrastructure finance company focused on a variety of projects in China; Managing Director and Co-Founder of Sandstone Energy Finance, a renewable energy financial advisory firm; Managing Director of Ancora Capital, a distressed investment fund, and Managing Director of WallerSutton Capital, a technology investment fund. He has 30 years of corporate finance experience in operating companies, commercial and investment banks, and private equity funds, with a focus on media, communications and technology investments.. Mr. Morris' experience in the areas of finance, corporate development and strategic planning led to the conclusion that he should serve as a director.
(b) Significant Employees.
As of the date hereof, the Company has no significant employees.
(c) Family Relationships.
There are no family relationships among directors, executive officers, or persons nominated or chosen by the issuer to become directors or executive officers.
(d) Involvement in Certain Legal Proceedings.
There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of Registrant during the past ten years.
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Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act requires the Company’s directors and officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company’s securities with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on the Company’s review of the copies of the forms received by it during the fiscal year ended December 31, 2012, the Company believes that the following person(s) who, at any time during such fiscal year, was a director, officer or beneficial owner of more than 10% of the Company’s common stock failed to comply with all Section 16(a) filing requirements during such fiscal years:
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Name
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Number of Transactions
not Reported on a Timely
Basis
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Failure to File
a Required
Form
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Charles Saracino
Jim Morris
Ed Heinen
Ken Makow
Goldhill Associates
Louis Siracusano
Jeff Singman
Brian Watts
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1
1
1
2
1
1
1
1
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Form 4
Form 4
Form 4
Form 3, Form 4
Form 3
Form 4
Form 4
Form 4
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Code of Ethics
On May 8, 2012, the Company adopted a formal code of ethics statement for senior officers and directors (the “Code of Ethics”) that is designed to deter wrongdoing and to promote ethical conduct and full, fair, accurate, timely and understandable reports that the Company files or submits to the Securities and Exchange Commission and others. A form of the Code of Ethics is filed as Exhibit 14.1 to our Annual Report on Form 10-K filed with the Securities and Exchange Commission on May 15, 2012. Requests for copies of the Code of Ethics should be sent in writing to X-Factor Communications Holdings, Inc., Attention: President, 3 Empire Blvd., 5 th Floor, South Hackensack, New Jersey 07606.
Nominating Committee
The Company's Board of Directors acts as the nominating committee. The Company has not adopted any charter, policy or procedure for security holders to submit recommendations or nominations to our Board of Directors. Furthermore, the Company does not believe that a defined policy with regard to the consideration of candidates recommended by stockholders is necessary at this time because, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations are more advanced.
Audit Committee
The Company's Board of Directors acts as the audit committee.
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SIGNATURES
In accordance with the requirements of 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.
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X-FACTOR COMMUNICATIONS HOLDINGS, INC.
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Date: June 21, 2013
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By:
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/s/ Charles Saracino
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Charles Saracino, Chief Executive Officer
(Principal Executive Officer)
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Date: June 21, 2013
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By:
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/s/ Edwin F. Heinen
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Edwin F. Heinen, Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
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Date: June 21, 2013
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By:
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/s/ Charles Saracino
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Charles Saracino, Chief Executive Officer, Director
(Principal Executive Officer)
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Date: June 21, 2013
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By:
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/s/ Jim Morris
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Jim Morris, Director
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