Attached files

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EX-31.2 - DUOS TECHNOLOGIES GROUP, INC.ex31_2.htm
EX-31.1 - DUOS TECHNOLOGIES GROUP, INC.ex31_1.htm
EX-32.1 - DUOS TECHNOLOGIES GROUP, INC.ex32_1.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

———————

FORM 10-K/A

No. 1

———————

 

þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the year ended: December 31, 2010

 

or

 

o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from: _____________ to _____________

 

Information Systems Associates, Inc.

(Exact name of registrant as specified in its charter)

 

Florida   333-142429   65-0493217
(State or Other Jurisdiction   (Commission   (I.R.S. Employer
of Incorporation or Organization)   File Number)   Identification No.)

 

Address of Principal Executive Office: 1151 SW 30th Street, Suite E, Palm City, Florida 34990

 

Registrant’s telephone number, including area code: (772) 403-2992

 

Securities registered pursuant to Section 12(b) of the Act: None
     

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001, par value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  £ Yes  S  No
 
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 SNo

 

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 S  £No
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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.

 

Large accelerated filer  £ Accelerated filer   £ Non-accelerated filer  £ Smaller reporting company S

 

   
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes  £   S No
   
The aggregate market value of the issuer’s Common Stock held by non-affiliates as of June 30, 2010 was $2,748,556.
 
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date, 27,316,084 shares outstanding as of March 28, 2011.

 

 

 

(1)
 

 

 

 

 

PART II

 

Explanatory Note: This report on Form 10-K/A No. 1 amends the Form 10-K filed on March 30, 2011.  It is being filed to amend “Item 9A. Controls and Procedures” to include management’s annual report on internal control over financial reporting, which was inadvertently omitted. This 10-K/A No. 1 does not reflect subsequent events occurring after March 30, 2011, the original filing date of the Form 10-K, or modify or update in any way disclosures made in the Form 10-K.

 

Item 9A. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures .   

 

Our management carried out an evaluation, with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, or the Exchange Act.  Based on their evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

 

Management’s 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 Exchange Act). Our management, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our internal control over financial reporting as of the end of the period covered by this report.  In making this assessment, our management used the criteria set forth by the Committee of Sponsor Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.  Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of the end of the period covered by this report based on that criteria.

 

Our internal control over financial reporting is a process designed under the supervision of our Principal Executive Officer and Principal Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles, or GAAP. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) 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.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

 

Changes in Internal Control over Financial Reporting .   

 

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2010 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

 

(2)
 

 

 

 

 ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

  (1) Financial Statements.  See Index to Consolidated Financial Statements, which appears on page F-1 hereof.  The financial statements listed in the accompanying Index to Consolidated Financial Statements are filed herewith in response to this Item.

 

  (2) Financial Statements Schedules.  All schedules are omitted because they are not applicable or because the required information is contained in the Consolidated Financial Statements or notes included herein.

 

  (3) Exhibits.

 

Exhibit       Incorporated  by Reference  

Filed or

Furnished

No.   Exhibit  Description   Form   Date   Number   Herewith
                     
31.1   Certification of Principal Financial Officer (Section 302)               Filed
31.2   Certification of Principal Financial Officer (Section 302)               Filed
32.1   Certification of Principal Executive Officer and Principal Financial Officer (Section 906)               Furnished

  

 

Copies of this filing (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our shareholders who make a written request to Information Systems Associates, Inc., 1151 SW 30th Street, Suite E, Palm City, Florida 34990, Attention: Corporate Secretary.

 

 

(3)
 

  

 

SIGNATURES

 

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 19, 2011

 

  Information Systems Associates, Inc. Inc.  
       
  By: /s/  Joseph P. Coschera  
    Joseph P. Coschera  
   

Chief Executive Officer

(Principal Executive Officer)