Attached files
| file | filename |
|---|---|
| EX-31.2 - EXHIBIT 31.2 CFO CERTIFICATION - MoneyOnMobile, Inc. | cfocertification.htm |
| EX-31.1 - EXHIBIT 31.1 CEO CERTIFICATION - MoneyOnMobile, Inc. | ceocertification.htm |
| EX-23.1 - EXHIBIT 23.1 EXPERT CONSENT - MoneyOnMobile, Inc. | auditorconsentfors-8.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
X | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended March 31, 2017 or
¨ | 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. 000-53997
MONEYONMOBILE, INC.
(Exact name of registrant as specified in its charter)
Texas | 20-8592825 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
500 North Akard Street Suite 2850, Dallas, TX 75201
(Address of principal executive offices)
214-758-8600
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act
None
Securities registered pursuant to Section 12(g) of the Exchange Act
Common Stock, Par Value $.001 Per Share
(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 ☐ No ☑
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 ☑
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 past 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 ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 ☑ No ☐
Indicate by check mark if disclosure of delinquent filers in response 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 the 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. ☐
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.
Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller Reporting Company ☑
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
The aggregate market value of the common equity held by non-affiliates as of September 30, 2016 was $12,382,891.
The number of shares outstanding of the registrant’s common stock as of July 3, 2017 was 69,525,888.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (Amendment No. 1) is being filed to amend our Annual Report on Form 10-K for the fiscal year ended March 31, 2017 (Original Filing), filed with the U.S. Securities and Exchange Commission on July 6, 2017 (Original Filing Date). The sole purpose of this Amendment No. 1 is to include the consent of independent registered public accounting firm of Liggett & Webb, P.A. (filed as Exhibit 23.1).
Except as described above, no changes have been made to the Original Filing and this Amendment No. 1 does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Amendment No. 1 does not reflect events that may have occurred subsequent to the Original Filing Date.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.
PART IV
Item 15. | Exhibits, Financial Statement Schedules |
We have filed the following documents as part of this report:
1. Consolidated Financial Statements:
Reports of Independent Registered Public Accounting Firm |
Consolidated Balance Sheets* |
Consolidated Statements of Operations and Comprehensive (Loss)* |
Consolidated Statements of Stockholders' Equity (Deficit)* |
Consolidated Statements of Cash Flows* |
Notes to Consolidated Financial Statements* |
2. Financial Statement Schedules
All schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is otherwise included.
3. Exhibits
See the Exhibit Index immediately following the signature page of this report.
* Previously filed with our Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on July 6, 2017 which is being amended hereby.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused Amendment No. 1 to this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MONEYONMOBILE, INC. | ||||
Date: July 21, 2017 | By: | /s/ Scott S. Arey | ||
Scott S. Arey Chief Financial Officer | ||||
EXHIBIT INDEX
Incorporated By Reference | ||||||||||
(if applicable) | ||||||||||
Exhibit Number and Description | Form | Filed | Exhibit | |||||||
(3) | Articles of Incorporation and Bylaws | |||||||||
3.1 | Certificate of Formation – For-Profit Corporation of Toyzap.com, Inc. | SB-2 | October 18, 2007 | 3.1 | ||||||
3.2 | Bylaws | SB-2 | October 18, 2007 | 3.2 | ||||||
3.3 | Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock | 8-K | June 7, 2010 | 3.1 | ||||||
3.4 | Certificate of Amendment to Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock | 8-K | August 9, 2010 | 3.1 | ||||||
3.5 | Certificate of Amendment to Certificate of Formation – For-Profit Corporation of Toyzap.com, Inc. | 8-K | September 8, 2010 | 3.1 | ||||||
3.6 | Certificate of Designation of Series B Convertible Preferred Stock | 8-K | October 9, 2013 | 3.1 | ||||||
3.7 | Resolution Relating to a Series of Shares | 8-K | March 11, 2014 | 3.1 | ||||||
3.8 | Certificate of Designation of Series C Convertible Preferred Stock | 8-K | March 11, 2014 | 3.2 | ||||||
3.9 | Certificate of Amendment to Certificate of Formation - For-Profit Corporation of Calpian, Inc. | 8-K | August 19, 2016 | 3.1 | ||||||
(4) | Instruments Defining the Rights of Security Holders, Including Indentures | |||||||||
4.1 | Specimen Common Stock Certificate | SB-2 | October 18, 2007 | 4.1 | ||||||
4.2 | Common Stock Warrant, form of | 8-K | August 9, 2010 | 4.1 | ||||||
4.3 | Company 2011 Equity Incentive Plan | 8-K | April 15, 2011 | 10.1 | ||||||
4.4 | Registration Rights Agreement, dated as of April 28, 2011, between the Company and HD Special-Situations II, LP. | 8-K | May 4, 2011 | 4.1 | ||||||
4.5 | Form of Warrant Agreement, dated August 7, 2012 | 8-K | August 10, 2012 | 4.1 | ||||||
4.6 | Form of 2012 $3.0 Million Note | 8-K | August 10, 2012 | 4.2 | ||||||
4.7 | Loan and Security Agreement between the Company and Granite Hill Capital Ventures, LLC entered into in November 2012 | 10-Q | November 13, 2012 | 4.7 | ||||||
4.8 | First Amendment To Loan and Security Agreement dated as of February 27, 2013, by and among the Company and Granite Hill Capital Ventures, LLC | 10-K | April 8, 2013 | 4.8 | ||||||
4.9 | Second Amendment To Loan and Security Agreement dated March 15, 2013, by and among the Company and Granite Hill Capital Ventures, LLC and listed new lenders | 10-K | April 8, 2013 | 4.9 | ||||||
4.10 | Form of Term Note pursuant to the Second Amendment To Loan and Security Agreement dated March 15, 2013, by and among the Company and Granite Hill Capital Ventures, LLC, et al | 10-K | April 8, 2013 | 4.10 | ||||||
4.11 | Letter agreement dated March 12, 2013,by and among the Company and Granite Hill Capital Ventures, LLC | 10-Q | May 24, 2013 | 4.11 | ||||||
4.12 | Form of Subscription Agreement, Series B Convertible Preferred Stock | 8-K | October 9, 2013 | 10.1 | ||||||
4.13 | Stock Purchase Agreement | 8-K | March 11, 2014 | 10.1 | ||||||
4.14 | Form of Subscription Agreement | 8-K | May 27, 2014 | 10.1 | ||||||
4.15 | Form of Warrant Agreement | 8-K | May 27, 2014 | 10.2 | ||||||
4.16 | Form of Registration Rights Agreement | 8-K | May 27, 2014 | 10.3 | ||||||
4.17 | Company 2016 Equity Incentive Plan | 8-K | June 1, 2016 | 10.1 | ||||||
4.18 | Form of Subscription Agreement (Series E Preferred Stock) | 8-K | June 9, 2016 | 10.1 | ||||||
4.19 | Form of Warrant Agreement (Series E Preferred Stock) | 8-K | June 9, 2016 | 10.2 | ||||||
4.20 | Form of Subscription Agreement (Series D Preferred Stock) | 8-K | June 23, 2016 | 10.1 | ||||||
4.21 | Form of Warrant Agreement (Series D Preferred Stock) | 8-K | June 23, 2016 | 10.2 | ||||||
4.22 | Share purchase agreement with HALL MOM, LLC | 10-K | August 19, 2016 | 4.22 | ||||||
4.23 | Promissory note to HALL MOM, LLC * | |||||||||
(10) | Material Contracts | |||||||||
10.1 | Addendum to Service Agreement dated March 28, 2012, between Digital Payment Processing Limited and My Mobile Payments Limited | 10-K | April 8, 2013 | 10.24 | ||||||
10.2 | Asset Purchase Agreement dated February 27, 2013 among the Company and Pipeline Data Inc. and The Other Sellers | 10-K | April 8, 2013 | 10.26 | ||||||
10.3 | Amendment #2 to Independent Contractor’s Agreement by and between the Company and DNP Financial Strategies effective February 1, 2013 | 10-K | April 8, 2013 | 10.29 | ||||||
(21) | List of Subsidiaries | |||||||||
21.1 | List of subsidiaries ** | |||||||||
(23) | Consents of Experts and Counsel | |||||||||
23.1 | Consent of Independent Registered Public Accounting Firm* | |||||||||
(31) | Rule 13a-14(a)/15d-14(a) Certifications | |||||||||
31.1 | Certification Pursuant to Rule13a-14(a)/15d-14(a) (Chief Executive Officer) * | |||||||||
31.2 | Certification Pursuant to Rule13a-14(a)/15d-14(a) (Chef Financial Officer) * | |||||||||
(32) | Section 1350 Certifications | |||||||||
32.1 | Section 1350 Certification (Chief Executive Officer) *** | |||||||||
32.2 | Section 1350 Certification (Chief Financial Officer) *** | |||||||||
101 | Interactive Data File | |||||||||
101.INS | XBRL Instance ** - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document | |||||||||
101.SCH | XBRL Taxonomy Extension Schema ** | |||||||||
101.CAL | XBRL Taxonomy Extension Calculation ** | |||||||||
101.DEF | XBRL Taxonomy Extension Definition ** | |||||||||
101.LAB | XBRL Taxonomy Extension Labels ** | |||||||||
101.PRE | XBRL Taxonomy Extension Presentation ** | |||||||||
* | Filed herein | |||||||||
** | Previously filed with our Annual Report on Form 10-K filed with the Commission on July 6, 2017. | |||||||||
*** | Previously furnished with our Annual Report on Form 10-K filed with the Commission on July 6, 2017. | |||||||||