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


FORM 10-K/A
(Amendment No. 1)

(Mark One)

þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended June 30, 2012
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: 000-54540
 
AnythingIT, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
22-3767312
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

17-09 Zink Place, Unit 1, Fair Lawn, NJ
 
07410
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code: (877) 766-3050
 
Securities registered under Section 12(b) of the Act:

Title of each class
 
Name of each exchange on which registered
None
 
Not applicable

Securities registered under Section 12(g) of the Act:
 
Common Stock, par value $0.01 per share
(Title of class)

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

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. þYes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.4.05 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the 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. ¨ Yes þ No

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
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    o Yes þ 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 prices of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.  Approximately $6,800,000 on December 31, 2011.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.   36,190,238 shares of common stock are issued and outstanding as of August 15, 2012.
 



 
 

 
EXPLANATORY NOTE

The purpose of this Amendment No. 1 to AnythingIT, Inc. Annual Report on Form 10-K for the year ended June 30, 2012, filed with the Securities and Exchange Commission on August 22, 2012 (the “Form 10-K”), is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.

 
 
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PART IV

ITEM 15.                      EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)(1)           Financial statements.*

           Report of Independent Registered Public Accounting Firm
           Balance sheets at June 30, 2012 and 2011
           Statements of operations for the years ended June 30, 2012 and 2011
           Statements of cash flows for the years ended June 30, 2012 and 2011
           Statement of changes in stockholders’ equity at June 30 2012
           Note S to financial statements

(b)           Exhibits.
 
No.   Description
2.1   Certificate of Ownership and Merger of Access Direct, Inc. and AnythingIT Inc. (Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
3.1   Certificate of Incorporation of AnythingIT Inc. (Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
3.2  
Certificate of Correction of AnythingIT Inc. (Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
3.3   Certificate of Amendment to the Certificate of Incorporation of AnythingIT Inc. (Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
3.4   Bylaws of AnythingIT Inc. (Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
3.5   Certificate of Amendment to the Certificate of Incorporation (Incorporated by reference to the Current Report on Form 8-K filed on June 11, 2012).
4.1   Form of Series A and Series B Warrant (Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
4.2   Form of Series C Warrant (Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
4.3   Form of Series D and Series E Warrant (Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
4.4   Form of 12% convertible promissory note (Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
4.5   Form of Placement Agent Warrant for 2010 unit offering (Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
4.6   Form of Placement Agent Warrant for 2011 note offering (Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
4.7   Form of Placement Agent Warrant for  2011 unit offering (Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
10.1   Executive Employment Agreement with David Bernstein (Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
10.2   Executive Employment Agreement with Vlad Stelmak (Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
10.3   Form of Shareholders Agreement dated July 31, 2001 (Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
10.4   Stock Purchase Agreement dated February 1, 2010 between Richard Hausig and AnythingIT Inc. (Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
10.5   2010 Equity Compensation Plan (Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
10.6   Lease for principal executive offices(Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
10.7   Lease for principal executive office expiring April 2012 (Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
10.8   Fifth Amendment to Modified Net Lease Agreement dated November 15, 2011 (Incorporated by reference to the Quarterly Report on Form 10-Q for the period ended September 30, 2011).
10.9  
Form of Letter Agreement dated December 16, 2011 with Gail L. Babitt (Incorporated by reference to the Current Repot on Form 8-K as filed on December 29, 2011).
10.10   Financial Marketing Consulting Services Agreement by and between Wall Street Grand, LLC and Jonathan Lebed and AnythingIT Inc. (Incorporated by reference to the Current Report on Form 8-K as filed on January 17, 2012).
10.11   Executive Employment Agreement with Gail L. Babitt (Incorporated by reference to the Current Report on Form 8-K as filed on March 12, 2012).
10.12   Amendment to Executive Employment Agreement dated July 24, 2012 by and between AnythingIT, Inc. and David Bernstein (Incorporated by reference to the Current Report on Form 8-K as filed on July 27, 2012)
10.13   Amendment to Executive Employment Agreement dated July 24, 2012 by and between AnythingIT, Inc. and Vlad Stelmak (Incorporated by reference to the Current Report on Form 8-K as filed on July 27, 2012)
10.14   Amendment to Executive Employment Agreement dated July 24, 2012 by and between AnythingIT, Inc. and Gail L. Babitt (Incorporated by reference to the Current Report on Form 8-K as filed on July 27, 2012)
14.1   Code of Business Conduct and Ethics (Incorporated by reference to the Registration Statement on Form S-1, SEC File No. 333-174109, as amended)
31.1   Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer *
31.2   Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer *
32.1   Section 1350 Certification of Chief Executive Officer*
32.2   Section 1350 Certification of Chief Financial Officer*
101.INS  
XBRL INSTANCE DOCUMENT **
101.SCH  
XBRL TAXONOMY EXTENSION SCHEMA **
101.CAL  
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE **
101.DEF  
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE **
101.LAB  
XBRL TAXONOMY EXTENSION LABEL LINKBASE **
101.PRE  
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE **
 
*           previously filed.
**           In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this report on Form 10-K shall be deemed “furnished” and not “filed”.
 
 
 
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
AnythingIT, Inc.
 
       
September 19, 2012
By:
/s/ Gail L. Babitt  
   
Gail L. Babitt, Chief Financial Officer
 
       
       

 
 
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