Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2015
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File No. 000-54626
SIGNAL ADVANCE, INC.
(Exact name of registrant as specified in its charter)
Texas
(State or Other Jurisdiction of Incorporation or Organization)
8731
(Primary Standard Industrial Classification Number)
76-0373052
(IRS Employer Identification Number)
2520 County Road 81
Rosharon, Texas 77583
(713) 510-7445
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
1
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 shorter period that the registrant as 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 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 (Sec. 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 [ ]
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.(Check one)
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] 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]
As of November 10, 2015, the registrant had 10,460,077 shares of common stock
issued and outstanding.
EXPLANATORY NOTE
Signal Advance, Inc. (the "Company") is filing this Amendment No. 1 (on Form
10-K/A) to its Quarterly Report on Form 10-Q for the quarter ended March 31,
2015 (the "Original Filing"), as originally filed with the Securities and
Exchange Commission on May 15, 2015. This Amendment No. 1 is being filed solely
to 1) revise the Company's disclosure in Part I, Item 4 - Controls and
Procedures and 2) provide new certifications from the Chief Executive Officer
and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.
Except as described above, this Amendment No. 1 does not otherwise amend or
update any exhibit or diclosure set forth in the Original Filing.
2
TABLE OF CONTENTS
PART I
ITEM 4 Controls and Procedures...................................4
PART II
ITEM 6 Exhibits..................................................5
3
ITEM 4. Controls and Procedures
MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES:
Management of the Company is responsible for establishing and maintaining
disclosure controls and procedures designed to ensure that information required
to be disclosed in our reports filed under the Securities Exchange Act of 1934,
as amended, is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission's rules and forms,
and that such information is accumulated and communicated to our management,
including our principal executive officer and principal financial officer, to
allow for timely decisions regarding required disclosure.
As of the end of our quarter covered by this report, management evaluated, with
the participation of the Company's President, who serves as both our principal
executive officer and principal financial officer, the effectiveness of the
design and operation of our disclosure controls and procedures. Management
concluded that our disclosure controls and procedures are not effective as of
the end of the period covered by this report due to the material weaknesses
described in Management's Report on Internal Control over Financial Reporting
included in our annual report on Form 10-K, and subsequent Amendments #1 and 2
(on Form 10-K/A) for the year ended December 31, 2014.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the period covered by this report there were no changes in our internal
control over financial reporting that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
4
PART II
Item 6. Exhibits
Exhibit 31.1: Certification of Chief Executive Officer pursuant to Section
302(a) of the Sarbanes-Oxley Act
Exhibit 31.2: Certification of Chief Financial Officer pursuant to Section
302(a) of the Sarbanes-Oxley Act
Exhibit 32.1: Certification of Chief Executive Officer and Chief Financial
Officer under Section 1350 as Adopted Pursuant Section 906 of
the Sarbanes-Oxley Act
5
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: November 10, 2015
SIGNAL ADVANCE, INC.
By: /s/ Chris M. Hymel
Chris M. Hymel, President/Treasurer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and as
of the dates indicated.
SIGNATURE TITLE DATE
----------------------- ------------------------------- -----------------
/s/ Chris M. Hymel Member, Board of Directors, November 10, 2015
Chris M. Hymel President and Treasurer
(Principal Executive, Financial
and Accounting Officer)
/s/ Malcolm H. Skolnick Member: Board of Directors, November 10, 2015
Malcolm H. Skolnick Secretary
/s/ Richard C. Seltzer Member of the Board of Directors November 10, 2015
Richard C. Seltzer
