0001002014-12-000398.txt : 20120727 0001002014-12-000398.hdr.sgml : 20120727 20120726173557 ACCESSION NUMBER: 0001002014-12-000398 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110531 FILED AS OF DATE: 20120727 DATE AS OF CHANGE: 20120726 FILER: COMPANY DATA: COMPANY CONFORMED NAME: iMetrik M2M Solutions Inc. CENTRAL INDEX KEY: 0001466739 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EMPLOYMENT AGENCIES [7361] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-54093 FILM NUMBER: 12988301 BUSINESS ADDRESS: STREET 1: 740 NOTRE-DAME STREET W STREET 2: SUITE 1555 CITY: MONTREAL STATE: A8 ZIP: H3C 3X6 BUSINESS PHONE: 514-295-9943 MAIL ADDRESS: STREET 1: 740 NOTRE-DAME STREET W STREET 2: SUITE 1555 CITY: MONTREAL STATE: A8 ZIP: H3C 3X6 FORMER COMPANY: FORMER CONFORMED NAME: Montreal Services Co DATE OF NAME CHANGE: 20090619 10-K/A 1 imek10ka1-5312011.htm IMETRIK M2M SOLUTIONS INC. FORM 10-K/A-1. imek10ka1-5312011.htm



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A-1

[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE YEAR ENDED MAY 31, 2011

Commission file number 000-54093

IMETRIK M2M SOLUTIONS INC.
(Formerly known as Montreal Services Company)
(Exact Name of Small Business Issuer as specified in its charter)

NEVADA
(State or other Jurisdiction of Incorporation or Organization)

740 Notre-Dame Street W
Suite 1555
Montreal, Quebec
Canada H3C 3X6
(Address of principal executive offices)

(514) 904-2333
(Issuer’s telephone number, including area code)

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 file reports pursuant to Section 13 or 15(d) of the Act:   YES [   ]     NO [X]

Indicate by check mark whether the registrant (1) has filed all reports required 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 (SS 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 [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulations 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 if the Exchange Act.

 
Large Accelerated Filer
[   ]
 
Accelerated Filer
[   ]
 
Non-accelerated Filer
[   ]
 
Smaller Reporting Company
[X]
 
(Do not check if smaller reporting company)
     

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  YES [X]     NO [   ]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of August 10, 2011 - $1,142,250





 
 

 

REASON FOR AMENDMENT

This amendment is being filed to reflect we are required to file reports pursuant to Section 13 or 15(d) as we inadvertently checked the incorrect box.








TABLE OF CONTENTS

 
Page
   
 
   
Exhibits and Financial Statement Schedules.
3
     
4
   
5








-2-
 
 

 

PART IV. OTHER INFORMATION

ITEM 15.               EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES.

The following is a complete list of exhibits filed as part of this annual report:

   
Incorporated by reference
 
Exhibit Number
Document Description
Form
Date
Number
Filed herewith
3.1
Articles of Incorporation, as amended.
S-1
6/19/09
3.1
 
           
3.2
Bylaws.
S-1
6/19/09
3.2
 
           
4.1
Stock Certificate
S-1
6/19/09
4.1
 
           
10.1
Consulting Agreement – Michel St-Pierre.
10-K
 
10.1
X
           
10.2
Consulting Agreement – Jean-Paul Langlais.
10-K
 
10.2
X
           
14.1
Code of Ethics
10-K
8/20/10
14.1
 
           
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
           
32.1
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.
     
X
           
99.1
Audit Committee Charter
10-K
8/20/10
99.2
 
           
99.2
Disclosure Committee Charter
10-K
8/20/10
99.3
 












-3-
 
 

 

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities and Exchange Act, the registrant caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 24th day of July 2012.


 
IMETRIK M2M SOLUTIONS INC.
     
 
BY:
MICHEL ST-PIERRE
   
Michel St-Pierre
   
President, Principal Accounting Officer, Principal Executive Officer and Principal Financial Officer

In accordance with the Exchange Act, this amended report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dated indicated.


Signature
Title
Date
     
MICHEL ST-PIERRE
President, Chief Executive Officer, Treasurer, Chief
July 24, 2012
Michel St-Pierre
Financial Officer, and sole member of the Board of Directors
 



























-4-
 
 

 

EXHIBIT INDEX

   
Incorporated by reference
 
Exhibit Number
Document Description
Form
Date
Number
Filed herewith
3.1
Articles of Incorporation, as amended.
S-1
6/19/09
3.1
 
           
3.2
Bylaws.
S-1
6/19/09
3.2
 
           
4.1
Stock Certificate
S-1
6/19/09
4.1
 
           
10.1
Consulting Agreement – Michel St-Pierre.
     
X
           
10.2
Consulting Agreement – Jean-Paul Langlais.
     
X
           
14.1
Code of Ethics
10-K
8/20/10
14.1
 
           
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
           
32.1
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.
     
X
           
99.1
Audit Committee Charter
10-K
8/20/10
99.2
 
           
99.2
Disclosure Committee Charter
10-K
8/20/10
99.3
 
















-5-
 
 

 

EX-31.1 2 exh31-1.htm SARBANES-OXLEY 302 CERTIFICATION. exh31-1.htm
Exhibit 31.1

SARBANES-OXLEY SECTION 302(a) CERTIFICATION

 
I, Michel St-Pierre, certify that:

1.
I have reviewed this Form 10-K/A-1 for the year ending May 31, 2011 of iMetrik M2M Solutions 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.
I am 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; and

5.
I have disclosed, based on my 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 (or 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 registrant’s internal control over financial reporting.

Date:   July 24, 2012
MICHEL ST-PIERRE
 
Michel St-Pierre
 
Principal Executive Officer and Principal Financial Officer


 
 

 

EX-32.1 3 exh32-1.htm SARBANES-OXLEY 906 CERTIFICATION. exh32-1.htm
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 Amended Annual Report of iMetrik M2M Solutions Inc. (the “Company”) on Form 10-K/A-1 for the year ended May 31, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “report”), I, Michel St-Pierre, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 
(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 this Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 24th day of July, 2012.


 
MICHEL ST-PIERRE
 
Michel St-Pierre
 
Chief Executive Officer and Chief Financial Officer