Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
Amendment No. 1
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended February 28, 2013
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
Commission file number 333-57818
Hipcricket, Inc.
(Name of issuer in its charter)
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DELAWARE
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20-0122076
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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4400 CARILLON POINT
KIRKLAND, WA 98033
(Address of principal executive offices, including zip code)
(855) 423-5433
(Issuer’s telephone number)
Securities registered pursuant to Section 12(B) of the Exchange Act: None
Securities registered pursuant to Section 12(G) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined 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 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 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 x No o
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 (Section 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). Yes x No o
Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K (Section 229.405) 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. x
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):
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Large accelerated filer o
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Accelerated filer x
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Non-accelerated filer o
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Smaller reporting company o
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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 voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold on the OTC Bulletin Board on August 31, 2012 was approximately $142.3 million and was last sold on the OTC Bulletin Board on May 7, 2013 at a price of $0.34 per share.
The number of shares outstanding of the registrant’s Common Stock, $0.0001 par value, on May 7, 2013 was 129,564,226.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
Hipcricket, Inc., formerly Augme Technologies, 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 February 28, 2013, as filed with the Securities and Exchange Commission on May 24, 2013 (the “Original Filing”), solely to correct a typographical error in the date of the report of Moss Adams LLP relating to the effectiveness of control over financial reporting of the Company (the “Controls Report”) and in the content of the consent of Moss Adams LLP filed as Exhibit 23.2 (the “Consent”) included in the Original Filing. Although the date of the Controls Report was correctly referenced as May 24, 2013 in the last paragraph of Moss Adams’ report relating to the consolidated financial statements dated May 24, 2013 included in the Original Filing (the “Financials Report”), the Controls Report was incorrectly dated March 24, 2013. Related to this, the Consent was correctly dated May 24, 2013, but incorrectly identified the dates of the Financial Report and the Controls Report as March 24, 2013. A Controls Report with the correct date is filed with this Form 10-K/A. The content of the Controls Report is unchanged. A new Consent referencing the correct dates of the Controls Report and the Financials Report is filed as an exhibit attached hereto.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Form 10-K/A also contains new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto. Because no financial statements have been included in this Form 10-K/A, paragraph 3 of the certifications have been omitted. Pursuant to Rule 13a-14 of the Exchange Act, this Form 10-K/A also contains new certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, which are attached hereto.
No other changes have been made to the Original Filing. This Form 10-K/A continues to speak as of the filing date of the Original Filing, does not reflect events that may have occurred subsequent to the filing date of the Original Filing, and does not modify or update in any way the disclosures made in the Original Filing.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders
Augme Technologies, Inc.
We have audited Augme Technologies, Inc.’s (the “Company”) internal control over financial reporting as of February 28, 2013, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s 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 the policies or procedures may deteriorate.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment: The Company lacks sufficient technical accounting resources and expertise to identify, address and review complex accounting and financial reporting matters, including accounting for business combinations and the preparation and review of the income tax provision.
These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audits of the consolidated financial statements as of and for the years ended February 28, 2013 and February 29, 2012, of the Company, and this report does not affect our report on such consolidated financial statements.
In our opinion, because of the effect of the material weaknesses described above on the achievement of the objectives of the control criteria, Augme Technologies Inc. has not maintained effective internal control over financial reporting as of February 28, 2013, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Augme Technologies Inc. as of February 28, 2013 and February 29, 2012, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the two years in the period ended February 28, 2013 and our report dated May 24, 2013, expressed an unqualified opinion on those consolidated financial statements and includes an explanatory paragraph regarding the correction of material misstatements in previously issued financial statements.
/s/ Moss Adams LLP
Seattle, Washington
May 24, 2013
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
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HIPCRICKET, INC.
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Dated: October 11, 2013
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/s/ Ivan E. Braiker
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Ivan E. Braiker
Chief Executive Officer and Director
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(Principal Executive Officer)
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Dated: October 11, 2013
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/s/ Thomas J. Virgin
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Thomas J. Virgin
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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Hipcricket, Inc.
Exhibit Index to Form 10-K/A Amendment No. 1 to
Annual Report on Form 10-K
For the Year Ended February 28, 2013
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23.2
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Consent of Moss Adams LLP*
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act*
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31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act*
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32
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Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act*
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*Filed herewith.