WWIO Wowio Inc (CE)

 

 

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 year ended December 31, 2013

 

[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from

 

Commission file number 333-184529

 

Wowio, Inc.

(Exact name of registrant as specified in its charter)

 

Texas		27-2908187
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

626 North Doheny Drive

West Hollywood, California 90069

(Address of principal executive offices)

 

(310) 807-8181

(Issuer’s telephone number)

 

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 whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. [  ] Yes [X] No.

 

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 [X] No

 

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. [X] Yes [  ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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). [X] Yes [  ] 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 definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K . [X]

 

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	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[  ]	Smaller reporting company	[X]

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) [  ] Yes [X] No

 

As of June 30, 2013, the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant, based upon the last sales price of our common stock of $2.00 per share was approximately $26,984,960. For purposes of the above statement only, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

 

Number of shares of common stock outstanding as of April 11, 2014 was 23,563,303.

 

DOCUMENTS INCORPORATED BY REFERENCE – None

  

 

 

EXPLANATORY NOTE

 

The sole purpose of this Amendment No. 1 to the annual report on Form 10-K (the “Form 10-K”) of Wowio, Inc. for the year ended December 31, 2013, filed with the Securities and Exchange Commission on April 11, 2014, is to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to the Form 10-K provides the financial statements and related notes from the Form 10-K formatted in XBRL (eXtensible Business Reporting Language).

 

No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way any related disclosures made in the Form 10-K.

 

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

Exhibit No.		Description
3.1		Certificate of Formation and amendments thereto (1)
3.2		Certificate of Amendment to Certificate of Formation (2)
3.3		Certificate of Amendment to Certificate of Designation of Series A Preferred Stock (2)
3.4		Bylaws (1)
10.1		Executive Employment Agreement between WOWIO, Inc., d.ba. StudioW and Brian Altounian dated as of March 15, 2012. (1)
10.2		Executive Employment Agreement between WOWIO, Inc., d.ba. StudioW and Jacob Morris dated as of March 29, 2012. (3)
10.3		Executive Employment Agreement between WOWIO, Inc., d.ba. StudioW and Linda Engelspien dated as of March 29, 2012. (3)
10.4		Credit Agreement between WOWIO, Inc. and TCA GLOBAL CREDIT MASTER FUND, LP dated as of August 31, 2012 effective as of September 21, 2012. (1)
10.5		Revolving Note between WOWIO, Inc. and TCA GLOBAL CREDIT MASTER FUND, LP dated as of August 31, 2012 effective as of September 21, 2012. (1)
10.6		Security Agreement between WOWIO, Inc. and TCA GLOBAL CREDIT MASTER FUND, LP dated as of August 31, 2012 effective as of September 21, 2012. (1)
10.7		Redeemable Warrant No. 1 to Purchase Common Stock issued pursuant to a Credit Agreement between WOWIO, Inc. and TCA GLOBAL CREDIT MASTER FUND, LP dated as of August 31, 2012 effective as of September 21, 2012. (1)
10.8		Redeemable Warrant No. 2 to Purchase Common Stock issued pursuant to a Credit Agreement between WOWIO, Inc. and TCA GLOBAL CREDIT MASTER FUND, LP dated as of August 31, 2012 effective as of September 21,2012. (1)
10.9		Redeemable Warrant No. 3 to Purchase Common Stock issued pursuant to a Credit Agreement between WOWIO, Inc. and TCA GLOBAL CREDIT MASTER FUND, LP dated as of August 31, 2012 effective as of September 21, 2012. (1)
10.10		Service Agreement, dated November 1, 2011, between WOWIO, Inc. and Alliance Acquisitions, Inc. (4)
10.11		Master Services Agreement by and between GHH Commerce, LLC and WOWIO, Inc. dated as of November 6,  2012 (3)
10.12		Advertising Publishing Agreement by and between Wowio, Inc. and GHH Commerce dated as of November 26, 2012. (3)
10.13		Advertising Agreement by and between Wowio, Inc. and GHH Commerce dated as of November 26, 2012. (3)
10.14		Amended and Restated Board Services Agreement between Wowio, Inc. and Zachary Pennington, dated as of October 31, 2012. (3)
10.15		Consulting Agreement, dated January 31, 2013 between Wowio, Inc. and Arthur Schwerzel (4)
10.16		Consulting Agreement, dated February 15, 2013 between Wowio, Inc. and Stern & Co. (4)
10.17		Warrant, dated December 15, 2010 (4)
10.18		Warrant, dated December 16, 2010 (4)
10.19		Warrant, dated April 17, 2012 (4)
10.20		Warrant, dated February 9, 2012 (4)
10.21		Warrant, dated December 20, 2011 (4)
10.22		Accounts Receivable Lending Agreement and Promissory Note, dated March 17, 2013 (4)
10.23		Senior Convertible Promissory Note, dated May 25, 2012 (4)
10.24		Senior Promissory Note, dated December 20, 2011 (4)
10.25		Senior Promissory Note, dated July 13, 2012 (4)
10.26		Senior Promissory Note, dated March 8, 2012 (4)
10.27		Senior Convertible Promissory Note, dated June 18, 2012 (4)
10.28		Waiver and Amendment #1 to Senior Promissory Note, dated February 14, 2013, between Wowio, Inc. and David McCarthy (4)
10.29		Purchase Agreement, dated December 12, 2012, between WOWIO, Inc. and Roger Mincheff (5)
10.30		Senior Promissory Note, dated September 10, 2013 (5)
10.31		Senior Promissory Note, dated August 30, 2013 (5)
10.32		First Amendment to Credit Agreement dated November 19, 2013 (6)
10.33		Replacement, Amended and Restated Note (6)
21.1		List of Subsidiaries (1)
31.1		Certification of principal executive and financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of principal executive and financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
EX-101.INS		XBRL INSTANCE DOCUMENT*
EX-101.SCH		XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT*
EX-101.CAL		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE*
EX-101.DEF		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE*
EX-101.LAB		XBRL TAXONOMY EXTENSION LABELS LINKBASE*
EX-101.PRE		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE*

 

* Filed herewith.

 

(1) Filed as exhibit to S-1 filed on October 22, 2012 and incorporated herein by reference.

(2) Filed as exhibit to 8-K filed on January 23, 2014 and incorporated herein by reference.

(3) Filed as exhibit to S-1/A filed on February 8, 2013 and incorporated herein by reference.

(4) Filed as exhibit to S-1/A filed on August 5, 2013 and incorporated herein by reference.

(5) Filed as exhibit to S-1/A filed on October 7, 2013 and incorporated herein by reference.

(6) Filed as exhibit to S-1/A filed on December 23, 2013 and incorporated herein by reference.

 

 

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 hereunto duly authorized.

 

	WOWIO, INC.
Dated: March 25, 2015	By:	/s/ Brian Altounian
		Brian Altounian
		Chief Executive Officer (principal executive, financial and accounting officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

SIGNATURE		TITLE		DATE
/s/ Brian Altounian		Chief Executive Officer, Chairman		March 25, 2015
Brian Altounian		(principal executive, financial and accounting officer)
/s/ Zachary Pennington		Director		March 25, 2015
Zachary Pennington

  

 

EXHIBIT 31.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

 

I, Brian Altounian, Chief Executive and Financial Officer of the registrant, certify that:

 

1. I have reviewed this report on Form 10-K/A for the year ended December 31, 2013 of Wowio, Inc., a Texas corporation;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

	a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

	a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: March 25, 2015	By:	/s/ Brian Altounian
		Brian Altounian
		Chief Executive Officer (principal executive and financial officer)

 

 

 

Exhibit 32.1

 

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

 

In connection with the Annual Report of Wowio, Inc. (the “Company”) on Form 10-K/A for the year ended December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Brian Altounian, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: March 25, 2015	By:	/s/ Brian Altounian
		Brian Altounian
		Chief Executive Officer (Principal Executive and Financial Officer)