10-K/A 1 unilava_10ka-15497.htm UNILAVA, INC. 12/31/2012 10-K/A, AMENDMENT NO. 1 unilava_10ka-15497.htm

  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: December 31, 2012

o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to _____________

Commission File No. 000-25108

UNILAVA CORPORATION
(Exact name of registrant as specified in its charter)

Wyoming
80-0568736
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

353 Sacramento Street, Suite 1500
San Francisco, CA 94111
  (Address of principal executive offices)

(415) 321-3490
 (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 Exchange Act: Common Stock, no par value
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes ¨ No x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes ¨ 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 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 days.  Yes x No ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 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 o No o
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation 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.
 
 Large Accelerated Filer 
  o
  
 Accelerated Filer 
  o
 Non-Accelerated Filer 
  o
  
 Smaller reporting company
  x
 (Do not check if a smaller reporting company)  
    
 
Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes o No x
 
As of June 30, 2012 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the shares of the registrant’s common stock held by non-affiliates (based upon the closing price of such shares as quoted on the OTC Bulletin Board maintained by the Financial Industry Regulatory Authority) was approximately $1.2 million. Shares of the registrant’s common stock held by each executive officer and director and each by each person who owns 10% or more of the outstanding common stock have been excluded from the calculation in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
 
There were a total of 100,052,888 shares of the registrant’s common stock issued but not outstanding as of April 15, 2013.

DOCUMENTS INCORPORATED BY REFERENCE

None.
 
 
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EXPLANATORY NOTE
 
We are filing this Amendment No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the year ended December 31, 2012 (the “Form 10-K”), which was originally filed with the Securities and Exchange Commission on April 16, 2013, for the sole purpose of furnishing the Interactive Data File as Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report furnishes the following items from the Form 10-K formatted in eXtensible Business Reporting Language (XBRL): (i) the audited Consolidated Balance Sheets as of December 31, 2012 and 2011, (ii) the audited Consolidated Statements of Operations for the years ended December 31, 2012 and 2011, (iii) the audited Consolidated Statements of Stockholder's Deficit for the years ended December 31, 2012 and 2011, (iv) the audited Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011, and (v) the audited Notes to Condensed Consolidated Financial Statements for the years ended December 31, 2012 and 2011.
 
No other changes have been made to the Form 10-K. This Amendment does not reflect events that have occurred after the April 16, 2013 filing date of the Form 10-K, or modify or update the disclosures presented therein, except to reflect the amendment described above.

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
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PART IV
 
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
 
Financial Statements and Schedules
 
The financial statements are set forth under Item 8 of this annual report on Form 10-K. Financial statement schedules have been omitted since they are either not required, not applicable, or the information is otherwise included.
 
Exhibit Index
 
The following exhibits are filed as part of this report or incorporated by reference:
 
Exhibit Number 
Exhibit
 
2.1         
Agreement and Plan of Reorganization between the Registrant and Telava Networks, Inc. (2)
 
3.1
Certificate of Incorporation (1)
 
3.2
Articles of Continuance (1)
 
3.3
Bylaws (1)
  
10.1
Employment Agreement dated July 31, 2003 between Unilava Corporation’s subsidiary and Baldwin Yung. (3)
   
10.2
Form of Letter of Agency for Long Distance. (3)
   
10.3
Form of Letter of Agency for Local Distance. (3)
   
10.4
Joint Application for Approval of an Interconnection Agreement, dated March 12, 2010, by and between Southwestern Bell Telephone Company d/b/a AT&T Texas and IBFA Acquisition Company, LLC. (3)
   
10.5
Master Service Agreement dated March 18, 2008 by and between Level 3 Communications, LLC and Telava Networks, Inc. (3)
   
21 
List of Subsidiaries. (3)

31.1 
Certification of the Chief Executive pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003. *
   
31.2
Certification of the Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003. *
 
32. 1
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003. *
   
101.INS XBRL Instance Document**
   
101.SCH XBRL Taxonomy Extension Schema**
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase**
   
101.DEF XBRL Taxonomy Extension Definition Linkbase**
   
101.LAB XBRL Taxonomy Extension Label Linkbase**
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase**
(1) Incorporated by reference to such exhibit as filed with the Current Report on Form 8-K dated November 17, 2009.
(2) Incorporated by reference to such exhibit as filed with the Report on Form 6-K dated September 30, 2009.
(3) Incorporated by reference to such exhibit as filed with the Report on Form 10-K for the year ended December 31, 2011, filed April 16, 2012.
* Previously filed
** Furnished herewith
 

 
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SIGNATURES
 
                Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 18 , 2013.
 
 
UNILAVA CORPORATION.
 
 By:/s/ Baldwin Yung 
 Baldwin Yung 
 President, Chief Executive Officer and Chief Financial Officer
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on April 18 , 2013.
 
 
 By:/s/ Baldwin Yung 
 Baldwin Yung 
 President and Chief Financial Officer, & Director
 
 By :/s/ Ruth Brown
 Ruth Brown
 Director
 
 By :/s/ Dicken Yung
 Dicken Yung
 Director
 
 By :/s/ Rodger Spainhower
 Rodger Spainhower
 Director
 
 
 
 
   

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