10QSB/A 1 plang308a.txt 10QSB/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB/A Amendment Number 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008. 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 0-14273 PLANGRAPHICS, INC. ----------------------------------------- (Exact name of small business issuer as specified in its charter) COLORADO 84-0868815 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 112 East Main Street Frankfort, KY 40601 ------------------- (Address of principal executive offices) (Zip Code) Administrative Office at 1940 South Parker Road, #533 Parker, CO 80134 (720) 851-0716 -------------- (Registrant's telephone number, including area code) --------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) 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 [ ] Indicate by check mark whether the small business issuer is a shell company (as defined in Exchange Act Rule 12b-2) Yes [ ] No [X] 97,214,418 shares of common stock (no par value) were outstanding as of April 30, 2008. Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] EXPLANATORY NOTE ABOUT THIS AMENDMENT PlanGraphics, Inc. ("the Company") filed its quarterly report on Form 10-QSB for the quarter ended March 31, 2008, with the Securities and Exchange Commission on May 12, 2008 ("Original Filing"). The Company is filing this Amendment Number 1 on Form 10-QSB/A solely to amend the following item appearing on the Original Filing page 1, the coversheet, to correctly mark the "Yes" box. That item now reads as follows: "Check whether the issuer (1) 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 [ ]" The reason for the change is that PlanGraphics, Inc. is now completely current in its periodic reporting to the Securities and Exchange Commission and has no outstanding issues for which a periodic or other report or response is required. This Amendment contains only the corrected text included in the cover sheet to the original filing and currently signed certifications. Those sections or exhibits of the Original Filing that are unaffected by this Amendment are not included herein. Except for the revision described above, this Amendment does not amend, modify or update the Original Filing in any respect. This Amendment continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained herein to reflect any events that may have occurred since the filing of the Original Filing. 2 PART II - OTHER INFORMATION ITEM 6. EXHIBITS. (a) Exhibits: Exhibit 31.1, Section 302 Certification for the principal executive officer, dated May 21, 2008, and filed on page 5 of this report. Exhibit 31.2, Section 302 Certification for the principal financial officer, dated May 21, 2008, and filed on page 6 of this report. Exhibit 32.1, Sarbanes-Oxley Section 906 Certification for Chief Executive Officer, dated May 21, 2008, and filed on page 7 of this report. Exhibit 32.2, Sarbanes-Oxley Section 906 Certification for principal financial officer, dated May 21, 2008, and filed on page 8, of this report. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PLANGRAPHICS, INC. Dated: May 21, 2008 /S/ Fred Beisser Frederick G. Beisser Senior Vice President-Finance, Secretary & Treasurer (Principal financial and accounting officer) 4