Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K/A
(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 September 30, 2012
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to __________________
Commission file number: 001-33968
Psychic Friends Network, Inc.
(Exact name of registrant as specified in its charter)
Nevada 45-4928294
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2360 Corporate Circle, Suite 400, Henderson, NV 89074-7722
(Address of principal executive offices) (Zip Code)
1-702-608-7360
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act: [ ] Yes [X] No
Indicate by check mark whether the registrant(1) has filed all reports required
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 day. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K 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. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). [ ] Yes [X] 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 last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter: $24,467,500 at March 31, 2012.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date: 84,016,334 shares of common
stock as of January 8, 2013
EXPLANATORY NOTE
Psychic Friends Network, Inc. is filing this Amendment No. 1 on Form 10-K/A to
its Annual Report on Form 10-K for the fiscal year ended September 30, 2012,
filed on January 8, 2013 ("Annual Report"), to provide the additional
information required by Part III of Form 10-K. In addition we have included the
required officer certifications pursuant to the Sarbanes-Oxley Act of 2002. This
Amendment No. 1 on Form 10-K/A does not change the previously reported financial
statements or any of the other disclosures contained in Part I, Part II or Part
IV of the Annual Report. The information included in this Amendment No. 1 is
provided in lieu of incorporating by reference such information from the
Company's definitive informational or proxy statement for the 2012 Annual
Meeting of Stockholders.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
CORPORATE GOVERNANCE MATTERS
BOARD STRUCTURE
Our Board of Directors currently consists the following four directors: Marc
Lasky, Mike Lasky, Peter Newton and Kelly Anderson. Our directors Peter Newton
and Kelly Anderson are independent directors. At each annual meeting of
stockholders, the stockholders will elect a successor to each of the directors,
or re-elect each such director, with each successor or re-elected director to
serve from the time of election until the annual meeting following election.
Our Bylaws also provide that the authorized number of directors that shall be
between one and nine, and such number may be fixed and changed from time to time
by our stockholders. Vacancies may be filled by the affirmative vote of the
remaining of directors then in office. Between successive annual meetings, our
Board of Directors has the power to appoint one or more additional directors but
not more than 1/2 of the number of directors fixed at the last stockholder
meeting at which directors were elected. A director so appointed holds office
only until the next following annual meeting, but is eligible for election at
that meeting. So long as he or she is an additional director, the number of
directors will be increased accordingly.
DIRECTORS AND OFFICERS
The names of the members of our Board of Directors and officers and certain
information concerning each of them as of September 30, 2012, are set forth
below.
Name Age Position
---- --- --------
Marc Lasky 45 Director and Chief Executive Officer
Mike Lasky 70 Director and President
Kelly Anderson 44 Director
Peter Newton 49 Director
MARC LASKY, our CEO and director since March 30, 2012, has operated Pikesville
Pictures, a production company that specializes in infomercials and direct
response advertising. In March of 2005, Pikesville began to expand to become a
full service internet production company, which includes design, development and
e-commerce for websites. Mr. Lasky is also a winner of the prestigious NIMA
award for Best Infomercial Production, Best Infomercial Script and best Direct
Response show. Marc Lasky is the creator of the original Psychic Friends
Network(TM) brand name. He produced and directed the Psychic Friends
infomercials, Psychic Revival Network, Psychic Television Network, The Love
Psychic and The Psychic Friends Network, grossing over $180M in year one, and
eventually generating over $1 billion in revenue during the 1990s. During this
time, he gained valuable experience in media purchasing and a wide variety of
operational responsibilities also working for Bernard Dunn Advertising. Marc has
also been responsible for the launch of several internet based businesses, and
has gained experience working with the top designers, developers and internet
marketers.
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MIKE LASKY, our President and director since March 30, 2012, has been retired as
of June of 2006. He has come out of retirement in order to focus on the
development of Psychic Friends Network. Mr. Lasky is the creator of Mike Warren
Associates, a leader in sports information services. Started in 1972, it was
soon averaging $20 million in annual sales. After setting up Mike Warren
Associates, Mr. Lasky formed Inphomation Communication in the early 1990's.
Inphomation became one the top infomercial companies in the world. Mike most
successful venture and Inphomation's lead program was The Psychic Friends
Network(TM). He pioneered the "at home network" whereby all the psychics worked
at home and received calls from a single 900 number national network. An
industry magazine, Electronic Retail named Mike the 'Man of the Year' in 1995.
In addition his company created such successes as Barbara D'Angelis' Making Love
Work(TM), Roland Martin's Helicopter Lure(TM), and 4CapitalM, a start up
mortgage company.
KELLY J. ANDERSON, our director since September 9, 2012, provides financial
consulting and advisory services for emerging growth companies since February
2012. From March 2008 through February 2012, Ms. Anderson was Executive Vice
President and Chief Financial Officer of T3 Motion, Inc. She was also a member
of T3 Motion, Inc.'s board of directors from January 2009 until January 2010.
From May 2006 until January 2008, Ms. Anderson was Vice President at Experian, a
leading credit report agency. From 2004 until 2006, Ms. Anderson was Chief
Accounting Officer for TripleNet Properties, G REIT, Inc., T REIT, Inc., NNN
2002 Value Fund, LLC, and Chief Financial Officer of NNN 2003 Value Fund, LLC
and A REIT, Inc., all of which were real estate investment funds managed by
TripleNet Properties. Ms. Anderson also is on the board of directors of the
Santa Ana YMCA.
PETER NEWTON, our director since April 26, 2012, is a medical doctor and
entrepreneur. Dr. Newton has been in private practice for over 15 years in
Beverly Hills, CA. His entrepreneurial spirit helped launch several businesses,
both medically and non-medically related into successful corporations. In 2003,
he helped launch LaPeer Surgery Center and Health Systems, a multi-million
dollar surgery center and health group. In 2007, he became a founding member of
Beverly Hills Hospitality Group, LLC, a real estate/hospitality investment group
where members are working on building and developing a boutique hotel in Dana
Point, CA. In 2010, he became a board member of PriceDoc.com, a start-up
healthcare pricing site recognized in the Wall Street Journal, and featured on
CBS news, NBC news, and ABC news, to name a few, where cash paying consumers can
shop for, compare and purchase affordable medical and dental procedures from
qualified providers in their area.
DIRECTOR QUALIFICATIONS
Our Board has the responsibility to recommend nominees for election to the
Board. Rather than maintaining a formal list of minimum qualifications in making
its identification, evaluation and recommendation of nominees, the Board
considers the entirety of each candidate's credentials, including relevant
skills and experience, independence, business judgment, service on the boards of
directors of other companies, personal and professional integrity, openness and
ability to work as part of a team, willingness to commit the required time to
serve as a Board member, and familiarity with the Company and its industry.
The Board believes that each of its directors and director nominees understands
fully the responsibilities of service as a director and the governance
requirements applicable to public companies.
In identifying, nominating and approving director candidates, the Board also
believes the Board, as a whole, should have:
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* significant senior management experience;
* experience overseeing public company financial management matters,
including expertise in financial reporting and internal control, which
experience and expertise are essential to the Company's ability to
comply with its many and complex financial reporting responsibilities;
* substantial experience in varied facets of the psychic services
industry; and
* a background in investing and capital raising activities, which the
Board believes is made necessary by the Company's growth profile.
The Board, in recommending director candidates, considers diversity based on the
extent to which a candidate's experiences in the areas described above differ
from those of the other members of the Board. A candidate is nominated only if
the Board believes the combination of the candidate's experiences will bring a
unique perspective to Board deliberations and the oversight of the Company's
affairs.
As a result of the experiences of its individual members detailed below, the
Board believes that the Board, as a whole, has the following qualifications and
experience valued by them.
Significant senior management experience: Mike Lasky
Ms. Anderson
Experience overseeing public company financial management
matters, including expertise in financial reporting and
internal control: Ms. Anderson
Substantial experience in varied facets of the psychic
services industry: Marc Lasky
Mike Lasky
Background in investing and capital raising activities: Mr. Newton
Ms. Anderson
COMMITTEES OF THE BOARD OF DIRECTORS
As of September 30, 3012, the Board of Directors had only an Audit Committee.
Members are elected by the Board of Directors and serve until their successors
are elected and qualified. Each of the committees of the Board of Directors has
adopted a charter, all of which can be found in the corporate governance section
of our website.
AUDIT COMMITTEE. The Audit Committee, which currently consists of Ms. Anderson,
oversees and reports to the Board of Directors on various auditing and
accounting-related matters, including the maintenance of the integrity of our
financial statements, reporting process and internal controls; the selection,
evaluation, compensation and retention of our independent registered public
accounting firm; the performance of internal audit; legal and regulatory
compliance, including our disclosure controls and procedures; and oversight over
our risk management policies and procedures. Ms. Anderson serves as chairman of
this committee and has been determined by our Board of Directors to be an "audit
committee financial expert" as defined under the rules of the SEC. The Audit
Committee met once during the fiscal year ended September 30, 2012.
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As of September 30, 2012, the Board as a whole served the functions of a
Nominating and Governance Committee and Compensation Committee.
CORPORATE GOVERNANCE GUIDELINES
Our Board of Directors has adopted a Code of Ethics and Business Conduct, which
contains general guidelines for conducting our business and applies to all of
our officers, directors and employees, and can be found on our website.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended ("Exchange
Act") requires our officers and directors and persons who own more than 10% of
the outstanding shares of our common stock to file reports of ownership and
changes in ownership concerning their shares of our common stock with the SEC
and to furnish us with copies of all Section 16(a) forms they file. We are
required to disclose delinquent filings of reports by such persons.
Based solely on the copies of such reports and amendments thereto received by
us, or written representations that no filings were required, we believe that
all Section 16(a) filing requirements applicable to our executive officers and
directors and 10% stockholders were met for the fiscal year ended September 30,
2012, except that Form 3's for Mike Lasky, Marc Lasky, Peter Newton and Kelly
Anderson have yet to be filed.
ITEM 11. EXECUTIVE COMPENSATION EXECUTIVE OFFICER CONTRACTS
Our executive officers provided such services to the Company for the year ended
September 30, 3012 on a consulting basis.
According to the terms of these consulting contracts, the Company pays
Pikesville Pictures, Inc. (Marc Lasky - CEO services) $2,250 weekly, and Mike
Lasky (President services) $1,250 weekly.
The contracts contain no severance provisions.
SUMMARY COMPENSATION
The following table sets forth the compensation of the named executive officers
for each of the fiscal years ended September 30, 2012 and 2011.
Name and Year
Principal ended
Position 9/30 Salary ($) Total ($)
-------- ---- ---------- ---------
Marc Lasky 2012 58,500 58,500
CEO 2011 -- --
Mike Lasky 2012 32,500 32,500
President 2011 -- --
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DIRECTOR COMPENSATION
The following table sets forth the compensation of our directors for the fiscal
year ended September 30, 2012:
Option
Name Awards ($) Total ($)
---- ---------- ---------
Kelly Anderson 68,259 68,259
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The following table reflects all outstanding equity awards held by each of our
named executive officers and directors as of September 30, 2012:
Option Awards
----------------------------------------------------------------
Equity
Incentive
Plan Awards;
Number of Number of Number of
Securities Securities Securities
Underlying Underlying Underlying
Unexercised Unexercised Unexercised Option Option
Options (#) Options (#) Unearned Exercise Expiration
Name Exercisable Unexercisable Options (#) Price($) Date
---- ----------- ------------- ----------- -------- ----
Kelly Anderson 0 200,000 200,000 $0.35 9/7/2022
INDEMNIFICATION
We have entered into an indemnification agreement with Kelly Anderson, one of
our independent directors ("indemnitee"), which is intended to permit
indemnification to the fullest extent now or hereafter permitted by the Nevada
Revised Statutes of the State of Nevada. It is possible that the applicable law
could change the degree to which indemnification is expressly permitted. The
indemnification agreement covers expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement incurred by indemnitee when, in
her capacity as a director, the indemnitee is made or threatened to be made a
party to any suit or proceeding. The indemnification agreement generally covers
claims relating to the fact that the indemnitee is or was a director of ours.
The indemnification agreement also obligates us to promptly advance all
reasonable expenses incurred in connection with any claim. The indemnitee is, in
turn, obligated to reimburse us for all amounts so advanced if it is later
determined that the indemnitee is not entitled to indemnification.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSHIP AND MANAGEMENT
The following table sets forth the number of shares of our common stock
beneficially owned as of January 21, 2013, by (1) those persons or any group (as
that term is used in Section 13(d)(3) of the Exchange Act) known to beneficially
own more than 5% of the outstanding shares of our common stock, (2) each named
executive officer and director of the Company, and (3) all directors and
executive officers of the Company as a group. For purposes of this table,
beneficial ownership is determined in accordance with Rule 13d-3 under the
Exchange Act. The following percentage information is calculated based on
84,016,334 shares of common stock that were outstanding as of January 21, 2013.
Number of Percentage of
Shares Shares
Beneficially Beneficially
Owned Owned
------------ ------------
Marc Lasky, CEO and director 20,619,500 24.5%
Peter Newton, director 18,216,000 21.7%
Mike Lasky, President and director 11,764,500 14.0%
Kelly Anderson, director 0 0.0%
All directors and executive officers
as a group (4) 50,600,000 60.2%
The stockholders listed possess sole voting and dispositive power with respect
to the shares beneficially owned by that person.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
RELATED PARTY TRANSACTIONS
During the year ended September 30, 2009, the Company entered into a verbal loan
agreement with an officer of the Company, whereby the Company borrowed amounts
from time to time which are interest-free, payable on demand. During the year
ended September 30, 2012, advances of $12,723 were made pursuant to this
agreement. All related party advances were fully repaid as of September 30,
2012, leaving a balance of $0 and $0 as of September 30, 2012 and 2011,
respectively.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Set forth below is a summary of the fees paid to our independent registered
public accounting firm Sadler Gibb & Associates, LLC for the fiscal year ended
September 30, 2012 and George Stewart, CPA, for the fiscal year ended September
30, 3011:
9/30/2012 9/30/2011
--------- ---------
Audit Fees $4,000 $8,400
Audit-Related Fees $4,000 --
Tax Fees -- --
All Other Fees -- --
Total $8,000 $8,400
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The Audit Committee is responsible for approving in advance any services to be
performed by the independent registered public accounting firm. The Audit
Committee may delegate its pre-approval authority for these services to one or
more members, whose decisions shall be presented to the full Audit Committee at
its scheduled meetings. Each of these services must receive specific
pre-approval by the Audit Committee or its delegate unless the Audit Committee
has provided general pre-approval for such category of services in accordance
with policies and procedures that comply with applicable laws and regulations.
All of the services described above under audit fees, audit-related fees and tax
fees for 2012 were pre-approved by the Audit Committee.
PART IV
ITEM 15. EXHIBITS
Number Exhibit
------ -------
31 Rule 13a-14(a) Certification of Principal Executive and Financial
Officer
32 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 of Principal
Executive and Financial Officer
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on
its behalf by the undersigned, thereunto duly authorized.
PSYCHIC FRIENDS NETWORK, INC.
By: /s/ Marc Lasky
-----------------------------------
Mark Lasky, Chief Executive Officer
Dated: January 25, 2013
