form10ksba.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 10-KSB/A
(Mark
one)
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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:
June 30, 2007
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Commission
file number: 33-19598
VYTA
CORP
(Exact
name of small business issuer as specified in its charter)
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NEVADA
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84-0992908
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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370
17TH STREET, SUITE 3640
DENVER,
COLORADO 80202
(303)
592-1010
(Address,
including zip code, and telephone number,
including
area code, of registrant’s principal executive offices)
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. x
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 þ No o
Check if
there is no disclosure of delinquent filers pursuant 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 or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. þ
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
As of the
close of trading on October 10, 2007, there were 37,109,845 shares outstanding,
27,755,260 of which were held by non-affiliates. The aggregate market
value of the common shares held by non-affiliates, based on the average closing
bid and asked prices on October 10, 2007, was approximately
$9,159,235.
The
registrant’s revenue for the fiscal year ended June 30, 2007 was
$0.
Transitional
Small Business Disclosure Yes o No þ
PAGE
NUMBER
EXPLANATORY
NOTE
This
Form 10-KSB/A (the “Amendment”) amends our Form 10-KSB for the fiscal year ended
June 30, 2007, which was filed with the Securities and Exchange Commission on
October 15, 2007 (the “Original Filing”). We are filing this Form 10-KSB/A to
amend Item 8A “Controls and Procedures.”
In
connection with the filing of this Form 10-KSB/A and pursuant to Rules 13a-14(a)
or 15d-14(a) under the Securities Exchange Act of 1934, we are including with
this Form 10-KSB/A certain currently dated certifications.
This
Amendment does not reflect events occurring after the Original Filing except as
noted above. Except for the foregoing amended information, this Form 10-KSB/A
continues to speak as of the date of the Original Filing and the Company has not
otherwise updated disclosures contained therein or herein to reflect events that
occurred at a later date.
ITEM
8A. CONTROLS AND
PROCEDURES
Disclosure
Controls and Procedures
We have
adopted and maintain disclosure controls and procedures (as such term is defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”)) that are designed to ensure that information
required to be disclosed in our reports under the Exchange Act, is recorded,
processed, summarized and reported within the time periods required under the
SEC’s rules and forms and that the information is gathered and communicated to
our management, including our Chief Executive Officer (Principal Executive
Officer) and Chief Financial Officer (Principal Financial Officer), as
appropriate, to allow for timely decisions regarding required
disclosure.
As
required by SEC Rule 15d-15(b), we carried out an evaluation under the
supervision and with the participation of our management, including the Chief
Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and procedures pursuant
to Exchange Act Rule 15d-14 as of the end of the period covered by this report.
Based on the foregoing evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and procedures are
not effective in timely alerting them to material information required to be
included in our periodic SEC filings and to ensure that information required to
be disclosed in our periodic SEC filings is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure as a result of the
deficiency in our internal control over financial reporting discussed
below.
In
connection with their audit of our June 30, 2007, consolidated financial
statements, our independent registered public accounting firm identified and
reported to our board of directors a material weakness in our processes,
procedures and controls related to the preparation, analysis and review of
financial information. A material weakness is a deficiency, or
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of our
annual or interim financial statements will not be prevented or detected on a
timely basis. The material weakness identified was related to a lack
of accounting staff responsible for the authorization, processing, approval and
reporting of transactions as well as the overall financial reporting
process. This material weakness has caused delays in our financial
reporting process and threatened our ability to make timely filings under the
Exchange Act without undue risk of error. Our management agreed with
these findings.
Subsequent
to the discovery of the material weakness in internal control over financial
reporting described above, and beginning in
the fiscal quarter ending September 30, 2007, we initiated and plan to undertake
changes to our internal control over financial reporting to remediate the
aforementioned deficiency and to strengthen our internal control processes,
including the seeking of additional accounting staff and/or the consultation
with outside resources as we deem appropriate. While the costs of
remediation are unknown at this time, we expect that the costs may exceed
$300,000, which would include the hiring of a new Chief Financial Officer and,
in the interim, the contracting of accounting staff and/or the consultation with
outside resources. We anticipate hiring a Chief Financial Officer by
December 31, 2008. However, we can provide no assurance that a
qualified person can be located and hired by such time to serve as our Chief
Financial Officer. Until such time as a Chief Financial Officer is
hired, we intend to continue to utilize consultants to assist in the preparation
of our financial statements and our periodic reports.
Internal
Control Over Financial Reporting
There was
no change in our internal control over financial reporting that occurred during
the fiscal quarter ended June 30, 2007 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
The
following documents are filed as a part of this report.
(i) Exhibits. The
following is a complete list of exhibits filed as part of this Form 10-KSB/A. Exhibit numbers correspond to the
numbers in the Exhibit Table of Item 601 of Regulation S-B.
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Exhibit
No.
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Description
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Certification of Chief Executive Officer
Pursuant to Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
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Certification of Chief Financial Officer
Pursuant to Rule 13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
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Certification of Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
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Certification of Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of
2002.
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SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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VYTA
CORP
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Date: May 7, 2008
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By:
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/s/
Paul H. Metzinger
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Paul
H. Metzinger, Chief Executive Officer, President and acting Chief
Financial Officer
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In
accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
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Date: May 7, 2008
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By:
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/s/
Paul H. Metzinger
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Paul
H. Metzinger, Director, Chief Executive Officer, President and acting
Chief Financial Officer (Principal Executive Officer, Principal Financial
Officer and Principal Accounting Officer)
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Date: May 7, 2008
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By:
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/s/
Herbert J. Neuhaus
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Herbert
J. Neuhaus, Director
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Date: May 7, 2008
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By:
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/s/
Robert Shaw
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Robert
Shaw, Director
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Date: May 7, 2008
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By:
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John
Hoback, Director
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Supplemental
Information to be Furnished With Reports Filed Pursuant to Section 15(d) of the
Exchange Act By Non-reporting Issuers
Neither
an annual report covering our fiscal year ended June 30, 2007, nor any proxy
material, has been sent to our security holders.