UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
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S
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR
THE FISCAL YEAR ENDED DECEMBER 31,
2007
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OR
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£
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE TRANSITION PERIOD FROM __________ TO
__________
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Commission
File Number 0-28488
ZONES,
INC
(Exact
name of registrant as specified in its charter)
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Washington
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91-1431894
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(State
of Incorporation)
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(I.R.S.
Employer Identification Number)
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1102
15
th
Street SW, Suite 102
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Auburn,
Washington
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98001-6509
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(253)
205-3000
(Registrant's
Telephone
Number,
Including Area Code)
Securities
registered pursuant to Section 12(b) of the Act: Common Stock
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes
£
No
S
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
S
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
S
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 the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment of this
Form 10-K.
S
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. (Check one): Large accelerated filer
£
Accelerated
filer
£
Non-accelerated
filer
£
Smaller
reporting company
S
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes
£
No
S
The
aggregate market value of the Common Stock held by non-affiliates as of the
registrant’s most recently completed second fiscal quarter, June 30, 2007, was
approximately $55,246,950, based upon the last sales price per share of $9.00 as
reported by the NASDAQ Global Market.
The
number of shares of the registrant's Common Stock outstanding as of February 27,
2008 was 13,158,595.
EXPLANATORY
NOTE
Zones,
Inc (the “Company,”) is filing this Amendment No. 1 on Form 10-K/A (this
“Amendment”) to its Annual Report on Form 10-K for the fiscal year ended
December 31, 2007, which was filed on March 3, 2008 (the “Original
Filing”), to correct an inadvertent omission in Item 9A of
the Original Filing
Except
for the matters disclosed in Item 9A and Exhibits 31.1 and 31.2, this amendment
does not modify, amend or update in any way any other item or disclosure in the
Original Filing. The Original Filing continues to speak as of its date, and we
have not updated the disclosures therein to reflect any events that occurred at
a date subsequent to the filing of the Original Filing.
Part
II.
Item 9A(T).
Controls and Procedures
Disclosure
Controls and Procedures
Under the
supervision and with the participation of our management, including our
principal executive officer and principal financial officer, we conducted an
evaluation of the effectiveness of our disclosure controls and procedures, as
such term is defined under Rule 13a-15(e) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). Based on this
evaluation, our principal executive officer and principal financial officer
concluded that our disclosure controls and procedures were effective as of the
end of the period covered by this Annual Report.
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
13a-15(f) Under the supervision and with the participation of
our management, including our principal executive officer and principal
financial officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting based on the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in
Internal Control —
Integrated Framework
. Based on this evaluation under the framework in
Internal Control – Integrated
Framework
, our management concluded that our internal control over
financial reporting was effective as of December 31, 2007.
Management’s
internal control report was not subject to attestation by our independent
registered public accounting firm pursuant to the temporary rules of the
Securities and Exchange Commission that permit us to provide only management’s
report in this assessment.
Inherent
Limitations Over Internal Controls
Our
internal control over financial reporting is designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of consolidated financial statements for external purposes in accordance with
generally accepted accounting principles. Our internal control over financial
reporting includes those policies and procedures that:
i. pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets;
ii. provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of consolidated financial statements in accordance with generally
accepted accounting principles, and that our receipts and expenditures are being
made only in accordance with authorizations of our management and directors;
and
iii. provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the consolidated financial statements.
Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations, including
the possibility of human error and circumvention by collusion or overriding of
controls. Accordingly, even an effective internal control system may not prevent
or detect material misstatements on a timely basis. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions or that the
degree of compliance with the policies or procedures may
deteriorate.
Changes in Internal Control over
Financial Reporting
There
have been no changes in our internal control over financial reporting during
fiscal 2007 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial
reporting.
Part IV
Item
15.
Exhibits and
Financial Statement Schedules
(b) Exhibits:
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Exhibit
No.
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Description
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Filed
Herewith
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Incorporated
by Reference
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Form
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Exhibit
No.
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File
No.
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Filing
Date
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Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 and the regulations promulgated thereunder
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X
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Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 and the regulations promulgated thereunder
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X
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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ZONES,
INC.
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Date: August
12, 2008
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Firoz
H. Lalji, Chairman and Chief Executive Officer
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Ronald
P. McFadden, Chief Financial Officer
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