SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
AMENDMENT NO.1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
IMAGE TECHNOLOGY LABORATORIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-3531373
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
602 ENTERPRISE DRIVE, KINGSTON, NEW YORK 12401
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (845) 338-3366
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK
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 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 the 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 shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes No X .
The issuer's revenues for the most recent fiscal year were $534,438.
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based on the $.06 last sales price reported by OTC.BB on April 2,
2008 was $389,592.
As of December 31, 2007, the Registrant had issued, and outstanding, 15,238,778
shares of common stock.
Transitional Small Business Disclosure Format (Check one): Yes __ No X
FORWARD-LOOKING STATEMENTS
This report and the documents incorporated in it by reference contain
forward-looking statements about our plans, objectives, expectations and
intentions. You can identify these statements by words such as "expect,"
"anticipate, " "intend, " "plan", "believe," "seek", "estimate," "may," "will"
and "continue" or similar words. You should read statements that contain these
words carefully. They discuss our future expectations, contain projections of
our future results of operations or our financial condition or state other
forward-looking information, and may involve known and unknown risks over which
we have no control. You should not place undue reliance on forward-looking
statements. We cannot guarantee any future results, levels of activity,
performance or achievements. Moreover, we assume no obligation to update forward
looking statements or update the reasons actual results could differ materially
from those anticipated in forward-looking statements, except as required by law.
Factors, that could cause actual results to differ materially from those
expressed or implied by such forward looking statements include that discussed
in the report in Part 1, Item 1, including the section captioned "Risk Factors
that May Affect Future Results" and "Management's Discussion and Analysis of
Financial Condition or Plan of Operation."
EXPLANATORY NOTE
Image Technology Laboratories, Inc. originally filed its Annual Report on Form
10-KSB for the year ended December 31, 2007 on April 18, 2008 (the "Original
Filing"). This Form 10-KSB/A is being filed solely for the purpose of (i)
revising Part I, Item 8A. Controls and Procedures, (ii) revising Exhibits 31.1
and 32.1, and (iii) filing Management's Report on Internal Control Over
Financial Reporting, which was inadvertently omitted from the Original Filing.
This Form 10-KSB/A does not otherwise amend the Original Filing.
1. PART I
ITEM 1. DESCRIPTION OF BUSINESS
Image Technology Laboratories, Inc. ("ITL", "the Company", "Registrant" or "we")
is a medical image and information management company in the healthcare IT
market. The Company is a systems integrator that provides a total solution of
hardware, software and service to the customer for their product.
The Company was founded and incorporated in the state of Delaware in 1997 by Dr.
David Ryon, Chief Executive Officer and founder of The Kingston Diagnostic
Center; Dr. Carlton Phelps, Chief Financial Officer and former Chief of
Radiology at The Kingston Hospital; and Lewis M. Edwards, Chief Technical
Officer and formerly Senior Technical Staff Member and lead engineer of the 3D
Graphics Lab at IBM. In fiscal year 2000 ITL successfully completed a private
placement (of approximately $2 Million), followed by an SB2 registration and a
self-underwritten public offering raising net proceeds of $1.02 million to
partially fund its development efforts.
The Company is headquartered in Kingston, New York - about 100 miles north of
New York City. The Company's shares of common stock are publicly traded on the
OTC Bulletin Board under the symbol "IMTL". Of the three original co-founders,
only Mr. Edwards remains at the Company. In the first quarter of 2002, Dr.
Phelps departed the Company and resigned from the Board of Directors. Dr. Ryon
passed away suddenly in December of 2004. The Company has secured a roster of
active customers, and is seeking to expand their sales and marketing initiatives
by both organic and acquisitive growth strategies.
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ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On March 3, 2006, the Company's Board of Directors elected to engage Berenson
LLP to act as the Company's new independent registered accounting firm and
auditors.
On May 15, 2007, the Company's independent registered accounting firm, Berenson,
LLP, terminated their services to the Company as a result of a combination with
the Company's prior independent registered accounting firm, J.H. Cohn, LLP,
whose engagement was discontinued by an election of the Company's Board of
Directors in 2005.
On February 1, 2008, the Company's Board of Directors elected to engage UHY LLP
to act as the Company's new independent registered accounting firm and auditors.
ITEM 8A. CONTROLS AND PROCEDURES.
A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
We carried out an evaluation under the supervision and with the participation of
our management, including our Chief Executive Officer who also serves as our
Principal Accounting Officer, of the design and effectiveness of our disclosure
controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as of the end
of the period covered by this report.
On April 18, 2008, we filed our Annual Report on Form 10-KSB for the year ended
December 31, 2007 (the "Original Filing"). However, our Management's Report on
Internal Control Over Financial Reporting, which we were required to provide
pursuant to Item 308T(a) of Regulation S-B, was inadvertently omitted from the
Original Filing even though our management had completed the required assessment
of internal control over financial reporting.
As a result, we conducted a reevaluation of our disclosure controls and
procedures as of the end of the period covered by this report. Based upon this
reevaluation, we have concluded that, as of the end of the period covered by
this report, our disclosure controls and procedures were not effective to ensure
that the information required to be disclosed by the Company in reports that it
files under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Commission's rules and forms and also
designed to ensure that information required to be disclosed in the reports
filed or submitted by the Company under the Exchange Act is accumulated and
communicated to management, as appropriate to allow timely decisions regarding
required disclosure.
The conclusion that our disclosure controls and procedures were not effective as
of the end of the period covered by this report is based solely upon
Management's Report on Internal Control Over Financial Reporting having been
having inadvertently omitted from the Original Filing.
Management's Report on Internal Control Over Financial Reporting is set forth
below as paragraph C to Item 8A of this amended Form 10-KSB filing.
We will continue to monitor and evaluate our disclosure controls and procedures
on an ongoing basis to ensure that the reports we file under the Exchange Act
include all of the information required to be disclosed. We are committed to
taking further action and implementing additional enhancements or improvements,
as necessary and as funds allow.
It should be noted that the design of any system of controls is based in part
upon certain assumptions about the likelihood of future events, and can
therefore only provide reasonable, not absolute, assurance that the design will
succeed in achieving its stated goals.
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B) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no significant changes in our internal control over financial
reporting during the fourth quarter of the year ended December 31, 2007 that
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
C) 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 Exchange Act Rule
13a-15(f).
Our management, including our Chief Executive Officer who also serves as our
Principal Accounting Officer, assessed the effectiveness of our internal control
over financial reporting as of December 31, 2007 based on the criteria set forth
in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation under the
criteria set forth in Internal Control - Integrated Framework, management
believes that, as of December 31, 2007, our internal control over financial
reporting was effective.
All internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to the reliability of our
financial reporting and the preparation of our financial statements for external
purposes in accordance with generally accepted accounting principles.
This Annual Report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Company's registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management's report
in this annual report.
ITEM 8B, OTHER INFORMATION
None.
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