Attached files
| file | filename |
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| EX-32.2 - EXHIBIT322 - SATYA WORLDWIDE, INC. | exhibit322.htm |
| EX-32.1 - EXHIBIT321 - SATYA WORLDWIDE, INC. | exhibit321.htm |
| EX-31.2 - EXHIBIT312 - SATYA WORLDWIDE, INC. | exhibit312.htm |
| EX-31.1 - EXHIBIT311 - SATYA WORLDWIDE, INC. | exhibit311.htm |
| EX-21.1 - EXHIBIT211 - SATYA WORLDWIDE, INC. | exhibit211.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
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(Mark One)
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☒
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ANNUAL REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2017
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OR
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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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For the transition period from __________ to ____________
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Commission file number: 0-55255
Satya Worldwide, Inc.
(Exact name of registrant as specified in its charter)
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Florida
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46-0636099
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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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420 Lexington Avenue, Suite 2320
New York, NY 10170
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (646) 975-9246
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.0001 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 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 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 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 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 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. ☒
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 ☐
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Accelerated filer ☐
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Non-accelerated filer
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Smaller reporting company ☒
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(Do not check if a smaller reporting company)
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Emerging growth 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 ☒
The aggregate market value of the registrant's Common Stock held by non-affiliates was $2,662,590, based on the price of $0.55 per share of Common Stock on August 31, 2018. Shares of Common Stock known by the registrant to be beneficially owned as of June 30, 2017 by the registrant's directors and the registrant's executive officers subject to Section 16 of the Securities Exchange Act of 1934 are not included in the computation. The registrant, however, has made no determination that such persons are "affiliates" within the meaning of Rule 12b-2 under the Securities Exchange Act of 1934.
At September 24, 2018 there were 78,838,546 shares of the registrant's Common Stock issued and outstanding.
Explanatory Note
Satya Worldwide, Inc. is filing this Amendment (the "Form 10-K/A") to our Annual Report on Form 10-K for the year ended December 31, 2017 (the "Form 10- K"), filed with the Securities and Exchange Commission ("SEC") on October 1, 2018, for the sole purpose of adding Exhibit 101.
No other changes have been made to the Form 10-K. This Form 10-K/A continues to speak as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the Form 10-K.
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In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 4th day of October, 2018.
SATYA WORLDWIDE, INC.
By: /s/ Ian Rosenblatt
Ian Rosenblatt
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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/ Ian Rosenblatt
Ian Rosenblatt
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Chief Executive Officer,
(Principal Executive Officer), Chief Financial Officer
(Principal Financial and Accounting Officer), Director
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October 4, 2018
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Satya Worldwide, Inc.
Index to Exhibits
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Exhibit No.
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Description
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3.1
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3.2
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4.1
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4.2
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10.1
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10.2
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21.1
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31.1
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31.2
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32.1
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32.2
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101.INS
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XBRL Instance Document ****
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101.SCH
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XBRL Schema Document ****
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101.CAL
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XBRL Calculation Linkbase Document ****
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101.DEF
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XBRL Definition Linkbase Dcoument ****
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101.LAB
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XBRL Label Linkbase Document ****
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101.PRE
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XBRL Presentation Linkbase Document ****
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*
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Included as an Exhibit to our Registration Statement on Form S-1 filed on May 1, 2014
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**
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Included as an Exhibit to our Registration Statement on Form S-1/Amendment No. 1 filed on June 17, 2014
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***
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Included as an Exhibit to our report on Form 8-K filed on June 6, 2016
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****
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Filed herewith
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