form10ka.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
Amendment No. 2
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 333-152869
aVINCI MEDIA CORPORATION
(Exact name of registrant as specified in charter)
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Delaware |
75-2193593 |
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(State or other jurisdiction of |
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incorporation or organization) |
Identification No.) |
11781 South Lone Peak Parkway, Suite 270, Draper, Utah 84020
(Address of principal executive offices) (Zip Code)
Registrant's telephone Number: (801) 495-5700
Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act: Common Stock, $.01 par value
Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. o
Indicate by check mark if 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 if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the 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 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 x
No o
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 in this form, 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 the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o |
Accelerated filer o |
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Non-accelerated filer o |
Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of the registrant’s common stock held by non-affiliates, computed by reference to the closing price of such common stock as of June 30, 2008, the last business day of the registrant’s most recently completed second quarter, was $24,059,318.
As of March 24, 2009, there were 48,738,545 shares of the Company’s common stock, $0.01 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
EXPLANATORY NOTE
aVinci Media Corporation is filing this Amendment No. 2 (this “Amendment”) to the Annual Report on Form 10-K for the year ended December 31, 2008, originally filed with the Securities and Exchange Commission on March 31, 2009 (the “Annual Report”), to revise Item 9A(T) of Form 10-K. In
our Annual Report, we inadvertently failed to include in our disclosure our management’s report on internal control over financial reporting as of December 31, 2008, even though management had made an assessment on internal control over financial reporting as of that date. This Amendment includes our management’s report on internal control over financial reporting. Further, solely as a result of the inadvertent omission of management’s report on internal control over financial reporting,
we must conclude that our disclosure controls and procedures were ineffective as of December 31, 2008.
This Amendment should be read in conjunction with the Annual Report, which continues to speak as of the date of the Annual Report. Other than Item 9A(T), this Amendment does not modify or update our disclosures in the Annual Report. Accordingly, this Amendment does not reflect events occurring
after the filing of the Annual Report or modify or update any related or other disclosures.
Management’s Report on Internal Control over Financial Reporting
We are responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our Chief Executive Officer
(our principal executive officer) and Chief Financial Officer (our principal accounting and financial officer), and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and our directors;
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• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
We have assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2008. In making this assessment, we used the criteria set forth in the Internal Control over Financial Reporting—Guidance for Smaller Reporting Companies issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Based on our assessment, we believed that, as of December 31, 2008, our internal control over financial reporting is effective at a reasonable assurance level based on these criteria.
This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant
to temporary rules of the Securities and Exchange Commission.
Evaluation of disclosure controls and procedures
Disclosure controls are controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Based on our initial assessment, our principal executive officer and principal financial officer believed that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the fiscal year ended December 31, 2008 were effective based on their evaluation. Subsequent
to the filing of our Annual Report on Form 10-K, we became aware that we inadvertently failed to include our management’s report on internal control over financial reporting with the Annual Report on Form 10-K. Solely as a result of this omission, our principal executive officer and principal financial officer have now concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the fiscal year ended December 31, 2008
were ineffective to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act are (i) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and (ii) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
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, in the City of Draper, State of Utah, on September 4, 2009 .
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aVINCI MEDIA CORPORATION |
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September 4, 2009 |
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/s/ Chett B. Paulsen |
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Chett B. Paulsen |
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President, Chief Executive Officer, Director (Principal Executive Officer) |
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September 4, 2009 |
By: |
/s/ Edward B. Paulsen |
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Edward B. Paulsen |
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Secretary / Treasurer, Chief Operating Officer, Director (Principal Financial and Accounting Officer) |
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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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/s/ Chett B. Paulsen |
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President, Chief Executive Officer, Director (Principal Executive Officer) |
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September 4, 2009 |
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Chett B. Paulsen |
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/s/ Richard B. Paulsen |
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Vice President, Chief Technology Officer, Director |
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September 4, 2009 |
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Richard B. Paulsen |
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/s/ Edward B. Paulsen |
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Secretary/Treasurer, Chief Operating Officer, Director (Principal Financial and Accounting Officer) |
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September 4, 2009 |
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Edward B. Paulsen |
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/s/ John E. Tyson |
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Director |
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September 4, 2009 |
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John E. Tyson |
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