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UNITED STATES FORM 10-KSB/A 6650 Gunpark Drive, Suite 100, Boulder, CO 80301 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 $0.001 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will 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-KSB or any amendment to this Form 10-KSB. x State issuer's revenues for its most recent fiscal year: $223,192. 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 a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.) $902,417 as determined by the closing price of $0.005 on December 31, 2007. Note: If determining whether a person is an affiliate will involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable assumptions, if the assumptions are stated. (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. (APPLICABLE ONLY TO CORPORATE REGISTRANTS) State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. There are 180,483,368 shares of common stock outstanding as of March 15, 2008. DOCUMENTS INCORPORATED BY REFERENCE If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990). Transitional Small Business Disclosure Format (Check one): Yes ¨ No x
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, 2007
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM ____ TO ____
COMMISSION FILE NUMBER 000-14724TELEMETRIX INC.
(Name of small business issuer in its charter)
DELAWARE
470830931
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification No.)
(Address of principal executive offices) (Zip Code)
303-652-0103
(Registrants telephone number, including area code)
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Yes x No ¨
Yes ¨ No ¨
EXPLANATORY NOTE
This form 10-KSB/A is being filed by Telemetrix, Inc. (the Company) to amend the Companys Annual Report on Form 10-KSB for the year ended December 31, 2007 that was initially filed with the Securities and Exchange Commission on March 7, 2008. This Form 10-KSB amends Item 8A of Part II of the Form 10-KSB and the Principal Executive Officer and Principal Financial Officer Certifications under Item 601(b)(31) of Regulation S-B (the Amended Items). In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, (the Exchange Act), the Amended Items have been amended and restated in their entirety. No attempt has been made in this Form 10-KSB/A to modify or update other disclosures as presented in the 10-KSB. In addition, the exhibit list in Item 13 of Part III has not been updated except the currently-dated certifications from our Principal Executive Officer, as required by Rule 1 2b-15 under the Exchange Act, are filed with this Form 10-KSB/A as Exhibits 31 and 32.
Item 8A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures: We maintain disclosure controls and procedures that are designed to insure that information required to be disclosed in our filings under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC. This information is accumulated to allow timely decisions regarding required disclosure. As of December 31, 2007, the end of the period covered by this annual report on Form 10K-SB, our management, including our Chief Executive Officer and Chief Financial Officer, or the persons performing similar functions, assessed the effectiveness of our disclosure controls and procedures, as such terms are defined under rules 13a-15(e) and 15d-15(e) promulgated under Securities Exchange Act of 1934, as amended. Based on this assessment, o ur management concluded that our disclosure controls and procedures were effective as of the end period covered by this annual report.
Managements Annual Report on Internal Control over Financial Reporting: Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our management assessed the effectiveness over internal control over financial reporting as of December 31, 2007. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework issued in 1992, to evaluate the effectiveness of our internal control over financial reporting. Based upon that framework, management has determin ed that our internal control over financial reporting is effective.
Changes in Internal Control Over Financial Reporting: There has not been any change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during our fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
2
SIGNATURES
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.
Telemetrix Inc. | ||
By: /s/William Becker | August 12, 2008 | |
William Becker, Chief Executive Officer | ||
(Principal Executive Officer) |
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.
By: /s/ William Becker | August 12, 2008 | |
William Becker, Chairman | ||
By: /s/ Gary Brown | August 12, 2008 | |
Gary Brown, Director | ||
By: /s/ Larry Becker | August 12, 2008 | |
Larry Becker, Director | ||
By: /s/ Brett Smithard | August 12 2008 | |
Brett Smithard, Director | ||
By: /s/ Patrick Kealy | August 12, 2008 | |
Patrick Kealy, Director |
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EXHIBIT INDEX |
The following Exhibits are filed herewith: |
Exhibit | ||
Number | Description of Document | |
31 | Certification Pursuant President's to Section 302 of the Sarbanes-Oxley Act of 2002 |
32 | Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
3
Exhibit 31 |
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
CERTIFICATION |
I, William Becker, Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting Officer) of Telemetrix Inc. certify that:
1. | I have reviewed this quarterly report on Form 10-KSB/A for the fiscal year December 31, 2007, of Telemetrix 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 contain, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | ||
4. | The small business issuers 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 small business issuer and have: | ||
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made know 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 my supervisions, 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 registrants disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure control 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 small business issuers internal control over financial reporting that occurred during the small business issuers most recent fiscal quarter (the small business issuers forth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuers internal control over financial reporting; and | ||
5. | The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer'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 operating of internal control over financial reporting which are reasonably likely to adversely affect the small business issuers 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 issuers internal control over financial reporting. |
Date: August 12, 2008 |
/s/ William Becker William Becker Chief Executive Officer and Chief Financial Officer (Principal Executive and Accounting Officer) |
Exhibit 32 |
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOTPED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Annual Report on Form 10-KSB/A (the Report) of Telemetrix inc. (the Company) for the fiscal year ended December 31, 2007, I William Becker, Chief Executive Officer and Chief Financial Officer (Principal Executive and Accounting Officer) of the Company, hereby certify pursuant to 18 U.S.C. section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
August 12, 2008 |
/s/ William Becker Name: William Becker Title: Chief Executive and Chief Financial Officer (Principal Executive and Accounting Officer) |
August 8, 2008 Mr. Terry French Accountant Branch Chief Securities and Exchange Commission Division of Corporate Finance, Mail Stop 3720 Washington, D.C. 20549 Re: Telemetrix, Inc. Form 10-KSB for the year December 31, 2007 Filed on March 7, 2008 File no. 0-14724 |
Dear Sirs:
We are responding to your letter dated July 17, 2008 pursuant to your review of Form 10-KSB for the year ended December 31, 2007. We understand your review was limited to the disclosures pertaining to the evaluation of our internal control over financial reporting.
In response to your letter, we have amended our Form 10-KSB for the year ended December 31, 2007, on August 12, 2008 to include Managements report on internal control over financial reporting as required pursuant to Exchange Act rules 13a 15 and 15d 15. Managements report includes an assessment and a conclusion as to the effectiveness of our internal control over financial reporting as required by Item 308T(a) of Regulations S-B.
We understand and assert that the Company, its Chief Executive Officer and Chief Financial Officer, or those who are acting in those capacities, are responsible for the adequacy and accuracy of the disclosure in the Form 10-KSB filed on March 7, 2008 for the year ended December 31, 2007. We also acknowledge that we understand that any Securities and Exchange Commission staff comments or changes to our disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing, and that the Company cannot assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Respectfully,
/s/ William Becker
William Becker Chief Executive Officer |
Telemetrix Inc. 6650 Gunpark Drive, Suite 100 Boulder, CO 80301 303-652-0103 x 230 |