UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the fiscal year ended:September 30, 2007 |
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from N/A to N/A |
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Commission file number: 000-27145
SOCIALWISE, INC.
(Name of small business issuer in its charter)
Colorado |
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| 33-0756798 |
(State or jurisdiction of incorporation or organization) |
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| (I.R.S. Employer Identification No.) |
6440 Lusk Blvd., Suite 200 |
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San Diego California |
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| 92121 |
(Address and of principal executive offices) |
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| (Zip Code) |
IdeaEdge, Inc.
(Issuer’s former name)
(858) 677-0080
(Issuer’s telephone number, including area code)
Securities registered pursuant to Section 12 (b) of the Exchange Act:
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| Name of each exchange on |
Title of each class |
| which registered |
None |
| None |
Securities registered pursuant to Section 12 (g) of the Exchange Act:
Common Stock, par value $0.001 per share
(Title of class)
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. |
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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 |
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB or any amendment to this Form 10-KSB. 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 |
State issuer’s revenues for its most recent fiscal year: $37,836 |
The aggregate market value of the voting and non-voting common equity on January 9, 2008 held by non-affiliates* of the registrant (based on the average bid and asked price of such stock on such date) was approximately $27,274,057. (See definition of affiliate in Rule 12b-2 of the Exchange Act.) |
At January 9, 2008, there were 12,389,362 shares outstanding of the issuer’s common stock, the only class of common equity, as adjusted for the October 16, 2007 25-to-1 reverse split of our common stock.
Transitional Small Business Disclosure Format (Check one): Yes o No x
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Without acknowledging that any individual director of registrant is an affiliate, all directors have been included as affiliates with respect to shares owned by them.
Explanatory Note: This Amendment No. 2 to Socialwise, Inc.’s (formerly known as IdeaEdge, Inc.) Annual Report on Form 10-KSB for the year ended September 30, 2007 is being filed solely to amend the information included herein with respect to Item 8 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure and Item 8A - Controls and Procedures. Accordingly, this Amendment No. 2 should be read in conjunction with our Annual Report on Form 10-KSB for the year ended September 30, 2007 filed with the Securities and Exchange Commission on January 11, 2008.
Item 8 – Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
The information in this Item 8 concerns the change in the independent registered public accounting firm of our operating subsidiary, Socialwise, Inc., formerly known as IdeaEdge, Inc., which took place in November 2007. This change does not concern the current independent registered public accounting firm of the Company, which is BDO Seidman, LLP. BDO Seidman, LLP was appointed the independent registered public accounting firm of the Company on October 8, 2008 and remains its independent registered public accounting firm.
Weaver & Martin, LLC was dismissed as the independent registered public accounting firm of the Company’s subsidiary IdeaEdge, Inc., on November 13, 2007. Weaver & Martin, LLC was the registered public accounting firm of IdeaEdge, Inc. prior to its acquisition by the Company on October 16, 2007. Weaver & Martin, LLC audited the financial statements of the Company’s subsidiary as of June 30, 2007 and for the period April 3, 2007 (inception) to June 30, 2007. The Company’s Board of Directors (functioning in the capacity of the Company’s Audit Committee) approved the dismissal of Weaver & Martin, LLC.
The reports of Weaver & Martin, LLC on the Company’s subsidiary’s June 30, 2007 (and the period then ended) financial statements did not contain an adverse opinion or disclaimer of opinion, nor were they modified as to uncertainty, audit scope, or accounting principles, other than to state that there is substantial doubt as to the ability of the Company’s subsidiary to continue as a going concern.
During the period from the Company’s subsidiary’s engagement of Weaver & Martin, LLC up to the November 13, 2007 dismissal of Weaver & Martin, LLC, there have not been any disagreements between the Company and Weaver & Martin, LLC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of Weaver & Martin, LLC would have caused Weaver & Martin, LLC to make reference thereto in its reports on the Company’s audited financial statements, nor have there been any “reportable events,” as that term is described in Item 304(a)(1)(iv) of Regulation S-K.
The Company provided Weaver & Martin, LLC with a copy of the disclosures made in this report before this report was filed with the Securities and Exchange Commission. The Company requested that Weaver & Martin, LLC furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the disclosure made herein. The Company received such letter from Weaver & Martin, LLC wherein it confirmed its agreement with the disclosure made herein. A copy of that letter is attached as Exhibit 16 hereto.
The November 13, 2007 dismissal of Weaver & Martin, LLC occurred after the closing of the October 16, 2007 acquisition of IdeaEdge, Inc. by the Company. On November 13, 2007, the Company retained the services of Cordovano and Honeck, LLP, who were its auditors prior to its October 16, 2007 acquisition of IdeaEdge, Inc. (Cordovano and Honeck, LLP or a predecessor firm were auditors of the Company since their appointment as independent auditors on March 28, 2001). The Company’s Board of Directors approved of the retention of Cordovano and Honeck, LLP. During the two years prior to the retention of Cordovano and Honeck, LLP, there were no discussions between their firm and our Company regarding the application of accounting principles or the type of audit opinion that might be rendered (in the event of their future retention upon a merger of our Company) that Cordovano and Honeck, LLP concluded was an important factor that our Co mpany considered in reaching a decision as to any accounting, auditing or financial reporting issue or any matter that was subject to a disagreement or reportable event.
Item 8A – Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities and Exchange Commission Act of 1934 reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
As required by Securities and Exchange Commission Rule 13a-15(e) and 15d-15(e), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our Company’s disclosure controls and procedures as of the end of the period covered by this report. Our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level. Our conclusion was based primarily on our Company’s historical inability to file the vast majority of its required annual and quarterly reports prior to the due dates established under Securities and Exchange Commission rules. For example, our Company filed a Form 12b-25Notification of Late Filing prior to the late filing of our annual report on Form 10-KSB for our 2007, 2006, 2005 and 2004 fiscal years. Furthermore, our Company filed a Form 12b-25Notification of Late Filing for two of three of our required quarterly reports on Form 10-QSB in 2006 and for three of three of our required quarterly reports on Form 10-QSB in 2007. These deficiencies were discovered by our Company’s Chief Financial Officer upon his joining our Company in November 2007. Our Company’s Chief Financial Officer determined to rectify these deficiencies by accelerating our Company’s internal financial accounting closing procedures as well as the timing of our annual external audits and our quarterly external reviews. Beginning with fiscal year 2008, our Company has filed both our annual and quarterly reports prior to the date prescribed by Securities and Exchange Commission rules.
There has been no change in our internal controls over financial reporting during our the most recent fiscal quarter ended September 30, 2007 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
This annual report does not include a report by management of the effectiveness of our internal controls over financial reporting nor an attestation report of the Company’s registered public accounting firm because such reports are not required to be filed by non-accelerated filers for the period covered by this annual report.
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.
Socialwise, Inc., a Colorado corporation
By:/s/ JAMES COLLAS
James Collas, Chief Executive Officer
Dated: May 8, 2009
Exhibit Index
Exhibit No. | Description |
16* | Letter from Weaver and Martin dated May 8, 2009 |
* | Filed as an exhibit to this report |
POWER OF ATTORNEY
We, the undersigned directors and/or officers of Socialwise, Inc. hereby severally constitute and appoint James Collas, acting individually, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1934, this registration statement has been signed by the followings persons in the capacities and on the dates stated.
Signature | Title | Date |
/s/ JAMES COLLAS James Collas | Chief Executive Officer, Chief Financial Officer and Director (Principal Executive Officer) | May 8, 2009 |
/s/ CHRIS NICOLAIDIS Chris Nicolaidis | Vice President of Business Development, Corporate Secretary and Director | May 8, 2009 |
/s/ MARK SANDSON Mark Sandson | Director | May 8, 2009 |
/s/ JONATHAN SHULTZ Jonathan Shultz | Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 8, 2009 |
