form10ka.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K
Amendment
No. 1
x ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2008
o TRANSITION REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission
File No.: 333-152869
aVINCI MEDIA
CORPORATION
(Exact
name of registrant as specified in charter)
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Delaware
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75-2193593
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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11781 South Lone Peak
Parkway, Suite 270, Draper, Utah 84020
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone Number: (801) 495-5700
Securities
registered under Section 12(b) of the Exchange Act: None.
Securities
registered under Section 12(g) of the Exchange Act: Common Stock, $.01 par
value
Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. o
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act Yes o
No x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o 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 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 o
Indicate
by check mark if disclosure of delinquent filers in response to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained in this form, 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. o
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 the
Exchange Act.
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company x
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x
The
aggregate market value of the registrant’s common stock held by non-affiliates,
computed by reference to the closing price of such common stock as of June 30,
2008, the last business day of the registrant’s most recently completed second
quarter, was $24,059,318.
As of
March 24, 2009, there were 48,738,545 shares of the Company’s common stock,
$0.01 par value, outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE: NONE
EXPLANATORY
NOTE: THIS AMENDMENT TO THE FORM 10K FOR THE YEAR ENDED DECEMBER 31, 2008 IS
BEING FILED TO AMEND ITEM 9A(T). CONTROLS AND PROCEDURES. NO FURTHER
CHANGES HAVE BEEN MADE TO THE FORM 10-K.
Management’s Report on
Internal Control over Financial Reporting
We are
responsible for establishing and maintaining adequate internal control over
financial reporting. Internal control over financial reporting is defined in
Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act
as a process designed by, or under the supervision of, our Chief Executive
Officer (our principal executive officer) and Chief Financial Officer (our
principal accounting and financial officer), and effected by our board of
directors, management and other personnel, 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. Our internal control over financial reporting includes
those policies and procedures that:
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pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of our assets;
•
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and our directors;
and
•
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.
We
have assessed the effectiveness of the Company's internal control over financial
reporting as of December 31, 2008. In making this assessment, we used the
criteria set forth in the Internal Control over Financial Reporting—Guidance for
Smaller Reporting Companies issued by the Committee of Sponsoring Organizations
of the Treadway Commission (COSO). Based on our assessment, we believe that, as
of December 31, 2008, our internal control over financial reporting is
effective at a reasonable assurance level based on these
criteria.
This
annual report does not include an attestation report of the Company’s
independent registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the
Company’s independent registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission.
Evaluation of disclosure
controls and procedures
Disclosure
controls are controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Exchange Act
is recorded, processed, summarized and reported, within the time periods
specified in the SEC's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by a company in the reports that it files
or submits under the Exchange Act is accumulated and communicated to the
company's management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure.
Pursuant
to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation
with the participation of the Company’s management, including Chett B. Paulsen,
the Company’s Chief Executive Officer (“CEO”) and Edward B. Paulsen, the
Company’s Chief Financial Officer (“CFO”), of the effectiveness of the Company’s
disclosure controls and procedures (as defined under Rule 13a-15(e) under the
Exchange Act) as of December 31, 2008. Based upon that evaluation, the Company’s
CEO and CFO concluded that the Company’s disclosure controls and procedures were
effective such that the information required to be disclosed by the Company in
the reports that the Company files or submits under the Exchange Act, is
recorded, processed, summarized and reported, within the time periods specified
in the SEC’s rules and forms, and that such information is accumulated and
communicated to the Company’s management, including the Company’s CEO and CFO,
as appropriate, to allow timely decisions regarding required disclosure. A
controls system cannot provide absolute assurance, however, that the objectives
of the controls system are met, and no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within a company have been detected.
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, in the City of Draper, State of Utah, on August 4,
2009.
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aVINCI
MEDIA CORPORATION
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August
4, 2009
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By:
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/s/ Chett
B. Paulsen
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Chett
B. Paulsen
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President,
Chief Executive Officer, Director (Principal Executive
Officer)
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August
4, 2009
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By:
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/s/ Edward
B. Paulsen
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Edward
B. Paulsen
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Secretary
/ Treasurer, Chief Operating Officer, Director (Principal Financial and
Accounting Officer)
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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.
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/s/
Chett
B. Paulsen
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President,
Chief Executive Officer, Director (Principal Executive
Officer)
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August
4, 2009
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Chett
B. Paulsen
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/s/
Richard
B. Paulsen
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Vice
President, Chief Technology Officer, Director
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August
4, 2009
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Richard
B. Paulsen
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/s/
Edward
B. Paulsen
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Secretary/Treasurer,
Chief Operating Officer, Director (Principal Financial and Accounting
Officer)
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August
4, 2009
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Edward
B. Paulsen
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/s/
Tod
M. Turley
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Director
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August
4, 2009
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Tod
M. Turley
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/s/
John
E. Tyson
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Director
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August
4, 2009
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John
E. Tyson
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