UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2016.
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 Number: 001-33899
Digital Ally, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 20-0064269 | |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
9705 Loiret Blvd, Lenexa, KS 66219
(Address of principal executive offices) (Zip Code)
(913) 814-7774
(Registrant’s telephone number, including area code)
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 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 (§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, 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 Exchange Act.
| Large accelerated filer [ ] | Accelerated filer [ ] |
| Non-accelerated filer [ ] (Do not check if a smaller reporting company) | 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 [ ] No [X]
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
| Class | Outstanding at May 11, 2016 | |
| Common Stock, $0.001 par value | 5,248,481 |
EXPLANATORY NOTE
Digital Ally, Inc. (the “Registrant”) is filing this amendment (the “Form 10-Q/A”) to its Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 (the “Form 10-Q”), filed with the U.S. Securities and Exchange Commission on May 11, 2016, solely to correct an error on the cover page. The cover page of the Form 10-Q incorrectly stated that the number of shares of the Registrant’s Common Stock outstanding as of May 11, 2016 was 6,729,375. The cover page of this Form 10-Q/A correctly states that the number of shares of outstanding Common Stock of the Registrant on May 11, 2016 was 5,248,481. This Form 10-Q/A should be read in conjunction with the original Form 10-Q, which continues to speak as of the date of the Form 10-Q. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the original Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Form 10-Q or modify or update any related or other disclosures.
PART II – OTHER INFORMATION
Item 6. Exhibits.
| (a) | Exhibits. |
| 31.1 | Certificate of Stanton E. Ross pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. | |
| 31.2 | Certificate of Thomas J. Heckman pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: May 23, 2016
| DIGITAL
ALLY, INC., a Nevada corporation | ||
| /s/ Stanton E. Ross | ||
| Name: | Stanton E. Ross | |
| Title: | Chairman, President and Chief Executive Officer | |
| /s/ Thomas J. Heckman | ||
| Name: | Thomas J. Heckman | |
| Title: | Chief Financial Officer, Secretary, Treasurer and Principal Accounting Officer |
Exhibit 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Stanton E. Ross, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of Digital Ally, Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of 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.
Date: May 23, 2016
| /s/ Stanton E. Ross | |
| Chairman, President and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Thomas J. Heckman, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of Digital Ally, Inc.; and
2. Based on my knowledge, this report does not contain any untrue statement of 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.
Date: May 23, 2016
| /s/ Thomas J. Heckman | |
| Thomas J. Heckman, Chief Financial Officer, | |
| Treasurer, Secretary and Principal Accounting Officer |