x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended July 31, 2014 | ||
o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Nevada | 20-5422795 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
2532 Foothill Rd. Santa Barbara, CA | 93105 | |
(Address of principal executive offices) | (Zip Code) |
None | N/A | |
Title of each class | Name of each exchange on which registered |
EXPLANATORY NOTE
(a) Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K (the "Evaluation Date"), concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.
(b) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Internal Controls
Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entity's disclosure objectives. The likelihood of achieving such objectives is affected by limitations inherent in disclosure controls and procedures. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Securities Exchange Act of 1934 Rule 13a-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission ("2013 COSO Framework").
Management's assessment identified several material weaknesses in our internal control over financial reporting. These material weaknesses include the following:
Based on this evaluation and because of the material weaknesses, management has concluded that our internal control over financial reporting was not effective as of July 31, 2014.
This annual report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to rules of the SEC that permit the company to provide only management's report on internal control in this annual report.
31.1 | Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Robert Heckes. * |
32.1 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Robert Heckes. * |
101 | Interactive Data Files |
PHOTOAMIGO, INC. | ||||
/s/ Robert Heckes | ||||
Dated: March 16, 2015 | By: Robert Heckes, Director, Chief Executive Officer, and Chief Financial Officer | |||
PHOTOAMIGO, INC. | ||||
/s/ Robert Heckes | ||||
Dated: March 16, 2015 | By: Robert Heckes, Director, Chief Executive Officer, and Chief Financial Officer | |||