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<SEC-DOCUMENT>0001065949-10-000185.txt : 20101028
<SEC-HEADER>0001065949-10-000185.hdr.sgml : 20101028
<ACCEPTANCE-DATETIME>20101028155010
ACCESSION NUMBER: 0001065949-10-000185
CONFORMED SUBMISSION TYPE: 10-K/A
PUBLIC DOCUMENT COUNT: 5
CONFORMED PERIOD OF REPORT: 20091231
FILED AS OF DATE: 20101028
DATE AS OF CHANGE: 20101028
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: IMAGING3 INC
CENTRAL INDEX KEY: 0001205181
STANDARD INDUSTRIAL CLASSIFICATION: X-RAY APPARATUS & TUBES & RELATED IRRADIATION APPARATUS [3844]
IRS NUMBER: 954451059
STATE OF INCORPORATION: CA
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 10-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-50099
FILM NUMBER: 101148010
BUSINESS ADDRESS:
STREET 1: 3200 W. VALHALLA DRIVE
CITY: BURBANK
STATE: CA
ZIP: 91505
BUSINESS PHONE: 8182600930
MAIL ADDRESS:
STREET 1: 3200 W. VALHALLA DRIVE
CITY: BURBANK
STATE: CA
ZIP: 91505
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K/A
<SEQUENCE>1
<FILENAME>form10ka101026r.txt
<TEXT>
FORM 10-K/A
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2009
COMMISSION FILE NUMBER 000-50099
IMAGING3, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA 95-4451059
----------------------- ------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
3200 W. Valhalla Drive, Burbank, California 91505
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(818) 260-0930
--------------------------------------------------------------
Registrant's telephone number, including area code
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OR 12(G) OF THE ACT
NONE
Securities covered by this report:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
- ------------------------- -------------------------------
COMMON STOCK OTC
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes |_| No |X|
Indicate by check mark if the registrant is not required to filed
reports pursuant to Section 13 or Section 15(d) of the Act.
Yes |_| 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 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 |X| 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/A or any
amendment to this Form 10-K/A.
Yes [ ] No |X|
<PAGE>
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.
Large accelerated filer [___] Accelerated filer [_X_]
Non-accelerated filer [___] Smaller reporting company [_ _]
(Do not check if a smaller
reporting company)
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes |_| No |X|
The aggregate market value of voting stock held by non-affiliates of
the registrant was approximately $194,295,690 as of March 29, 2010 (computed by
reference to the last sale price of a share of the registrant's Common Stock on
that date as reported by OTC Bulletin Board).
There were 375,709,898 shares outstanding of the registrant's Common
Stock as of March 29, 2010.
<PAGE>
TABLE OF CONTENTS
PART III
ITEM 12 Security Ownership of Certain Beneficial Owners and Management 1
ITEM 15 Exhibits, Financial Statement Schedules 2
SIGNATURES 3
<PAGE>
PART III
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The following table sets forth the names of our executive officers and
directors and all persons known by us to beneficially own 5% or more of the
issued and outstanding common stock of Imaging3 at March 29, 2010. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission. In computing the number of shares beneficially owned by a
person and the percentage of ownership of that person, shares of common stock
subject to options held by that person that are currently exercisable or become
exercisable within 60 days of March 29, 2010 are deemed outstanding even if they
have not actually been exercised. Those shares, however, are not deemed
outstanding for the purpose of computing the percentage ownership of any other
person. The percentage ownership of each beneficial owner is based on
375,709,892 outstanding shares of common stock. Except as otherwise listed
below, the address of each person is c/o Imaging3, Inc., 3200 W. Valhalla Drive,
Burbank, California 91505. Except as indicated, each person listed below has
sole voting and investment power with respect to the shares set forth opposite
such person's name.
Number of Shares Percentage
Name, Title and Address Beneficially Owned (1) Ownership
- ---------------------------------------------- ---------------------- ----------
Dean Janes
(includes shares owned by wife, Michele Janes)
Chairman and Chief Executive Officer 59,576,328 15.9%
Christopher Sohn
President and Chief Operating Officer 23,000,000 6.1%
Xavier Aguilera
Director, Chief Financial Officer/Treasurer,
Executive Vice President, and Secretary 200,000 *
All current Executive Officers as a Group 82,776,328 22.0%
- ----------------------------------------------
* Less than 1%.
(1) Except as pursuant to applicable community property laws, the persons named
in the table have sole voting and investment power with respect to all
shares of common stock beneficially owned. The total number of issued and
outstanding shares and the total number of shares owned by each person does
not include unexercised warrants and stock options, and is calculated as of
March 29, 2010.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
- ------------------------------------------------
(a) Exhibits
EXHIBIT DESCRIPTION
------- ----------------------------------------------------
31.1 Section 302 Certification of Chief Executive Officer
31.2 Section 302 Certification of Chief Financial Officer
32.1 Section 906 Certification of Chief Executive Officer
32.2 Section 906 Certification of Chief Financial Officer
-1-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: October 28, 2010 IMAGING3, INC.
By: /s/ Dean Janes
--------------------------------------------
Dean Janes, Chairman of the Board and Chief
Executive Officer (Principal 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.
By: /s/ Dean Janes Dated: October 28, 2010
----------------------------------------------------
Dean Janes, Chairman of the Board and Chief
Executive Officer (Principal Executive Officer)
By: /s/ Xavier Aguilera Dated: October 28, 2010
----------------------------------------------------
Xavier Aguilera, Chief Financial Officer/Treasurer,
Executive Vice President, Corporate Secretary and
Director (Principal Financial/Accounting Officer)
By: /s/ Christopher Sohn Dated: October 28, 2010
----------------------------------------------------
Christopher Sohn, President and
Chief Operating Officer
-2-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>2
<FILENAME>ex311.txt
<TEXT>
EXHIBIT 31.1
SECTION 302 CERTIFICATION
I, Dean Janes, certify that:
1. I have reviewed this Annual Report on Form 10-K/A of Imaging3, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, 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;
c. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
d. Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting.
5. The registrant's other certifying officer(s) and I have disclosed,
based on Imaging3's most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of the registrant's board of directors (of persons performing
the equivalent functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the small
business issuer's internal control over financial reporting.
Dated: October 28, 2010
By: /s/ Dean Janes
--------------------------------------------------
Dean Janes, Chief Executive Officer
(Principal Executive Officer)
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>3
<FILENAME>ex312.txt
<TEXT>
EXHIBIT 31.2
SECTION 302 CERTIFICATION
I, Xavier Aguilera, certify that:
1. I have reviewed this Annual Report on Form 10-K/A of Imaging3, Inc.;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b. Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, 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;
c. Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this
report based on such evaluation; and
d. Disclosed in this report any change in the registrant's
internal control over financial reporting that occurred during
the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial
reporting.
5. The registrant's other certifying officer(s) and I have disclosed,
based on Imaging3's most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit
committee of the registrant's board of directors (of persons performing
the equivalent functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report
financial information; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the small
business issuer's internal control over financial reporting.
Dated: October 28, 2010
By: /s/ Xavier Aguilera
----------------------------------------------------------
Xavier Aguilera, Chief Financial Officer/Treasurer
(Principal Financial/Accounting Officer)
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>4
<FILENAME>ex321.txt
<TEXT>
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Imaging3, Inc. (the "Company")
on Form 10-K/A for the period ending December 31, 2009 (the "Report") I, Dean
Janes, Chief Executive Officer of the Company, certify, pursuant to 18 USC
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
Dated: October 28, 2010
By: /s/ Dean Janes
--------------------------------------------------
Dean Janes, Chief Executive Officer
(Principal Executive Officer)
This certification accompanies the Report pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by
the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>5
<FILENAME>ex322.txt
<TEXT>
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Imaging3, Inc. (the "Company")
on Form 10-K/A for the period ending December 31, 2009 (the "Report") I, Xavier
Aguilera, Chief Financial Officer/Treasurer of the Company, certify, pursuant to
18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and results of
operations of the Company.
Dated: October 28, 2010
By: /s/ Xavier Aguilera
----------------------------------------------------------
Xavier Aguilera, Chief Financial Officer/Treasurer
(Principal Financial/Accounting Officer)
This certification accompanies the Report pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by
the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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