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TMT Capital Corp – ‘10KSB/A’ for 12/31/07

On:  Thursday, 11/13/08, at 5:16pm ET   ·   For:  12/31/07   ·   Accession #:  1116502-8-1862   ·   File #:  0-50104

Previous ‘10KSB’:  ‘10KSB/A’ on 6/18/08 for 12/31/07   ·   Latest ‘10KSB’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/13/08  TMT Capital Corp                  10KSB/A    12/31/07    4:35K                                    Issuer Section 16/FA

Amendment to Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB/A     Amendment to Annual Report -- Small Business        HTML     26K 
 2: EX-23.1     Consent of Experts or Counsel                       HTML      6K 
 3: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)  HTML     11K 
 4: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)  HTML      8K 


10KSB/A   —   Amendment to Annual Report — Small Business


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  UNITED STATES  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-KSB/A

Amendment No. 2

———————

ý ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: December 31, 2007

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: _____________ to _____________

———————

TMT CAPITAL CORPORATION

(Name of small business issuer in its charter)

———————

Florida

000-50104

85-0412495

(State or Other Jurisdiction

(Commission

(I.R.S. Employer

of Incorporation)

File Number)

Identification No.)

1890 Kentucky Avenue, Winter Park, FL 32789

(Address of Principal Executive Office) (Zip Code)

(407) 622-5999

(Registrant’s telephone number, including area code)

———————


Securities Registered Under Section 12(b) of the Exchange Act:

None

 

 

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value per share

 

(Title of class)

———————

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 ý    No ¨

Check if there is no disclosure of delinquent filers in response 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. ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨    No ý

State issuer’s revenues for its most recent fiscal year. $ - 0 -

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days.  $30, 941,488 as of March 8, 2008.

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.   125,315,331 as April 4, 2008.

DOCUMENTS INCORPORATED BY REFERENCE

Transitional Small Business Disclosure Format (Check one): Yes ¨    No ý

 

 







EXPLANATORY NOTE


TMT Capital Corporation (the “Company”) is filing this Amendment No. 2 on Form 10-KSB/A, to amend our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007, as filed with the Securities and Exchange Commission (the “SEC”) on April 4, 2008 (the “Original Filing”).  The purpose of this Amendment No. 2 is to revise Item 8A “Controls and Procedures” and to revise the officers’ certifications attached as Exhibits 31.1 and 31.2 to comply with Item 601(b)(31) of Regulation S-K.


In connection with this Amendment No. 2, the Company’s principal executive officer and principal financial officer, with the assistance of the Company’s internal and external auditors, undertook the evaluation of the effectiveness of the design and operation of our controls and procedures, as discussed below.


Also in connection with this Amendment No. 2, the Company’s principal executive officer and principal financial officer, is providing new certifications, based on the management’s evaluation of the effectiveness of the design and operation of our controls and procedures, which strictly complies with the requirements of Item 601(b)(31) of Regulation S-K.  


Except for the revisions described above, this Amendment No. 2 does not revise, update or in any way affect any information or disclosure contained in the Original Filing, including our financial statements or the "Management’s Discussion and Analysis of Financial Condition and Results of Operation" section.





ITEM 8A

CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures 


The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)   Internal control over financial reporting is promulgated under the Exchange Act as a process designed by, or under the supervision of, our management and effected by our board of directors, management and other personnel, 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 and includes those policies and procedures that:

·      Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

·      Provide reasonable assurance that transactions are recorded as necessary to permit preparation of 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

·      Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition or disposition of our assets that could have a material effect on the financial statements.

Readers are cautioned that internal control over financial reporting, no matter how well designed, has inherent limitations and may not prevent or detect misstatements. Therefore, even effective internal control over financial reporting can only provide reasonable assurance with respect to the financial statement preparation and presentation.


Under the supervision and with the participation of our senior management, including our chief executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Annual Report (the “Evaluation Date”).  Based on this evaluation, our chief executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were, to the best of their knowledge, effective such that the information relating to Universal, including our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our chief executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.


Changes in internal control over financial reporting.  There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2007 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.


Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on the Company's Board.  Additionally, we are committed to improving our financial organization. As part of this commitment, we will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to the Company.  We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This annual report does not include an attestation report of the Company's registered accounting firm regarding internal control over financial reporting. Management's report is not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission.

ITEM 13.

EXHIBITS

 (a) The following exhibits are furnished in this report.

Exhibit

Number

 

Description

23.1

 

Consent of Jaspers + Hall, P.C

31.1

 

Certification by CEO & CFO pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

32.1

 

Certification by CEO & CFO pursuant to Section 906 of Sarbanes-Oxley Act of 2002.





SIGNATURES


In accordance with the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Small Business Issuer caused this Amendment No. 2 to the Small Business Issuer’s report on form 10-KSB to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winter Park, Florida on November 13, 2008.


         

TMT CAPITAL CORPORATION

 

 

  (Small Business Issuer)

 

 

 

 

By:  

/s/ TANIA M .TORRUELLA

 

 

Tania M. Torruella

 

 

Chief Executive officer


In accordance with the requirements of the Exchange Act, this report has been signed by the following persons on behalf of the Small Business Issuer and in the capacities and on the dates indicated:


Signature

 

Title

 

Date

 

 

 

 

 

/s/  TANIA M. TORRUELLA

 

Chief Executive Officer

 

November 13, 2008

Tania M. Torruella

 

 

 

 





Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10KSB/A’ Filing    Date    Other Filings
Filed on:11/13/0810-Q/A
4/4/08
3/8/08
For Period End:12/31/0710KSB,  10KSB/A,  8-K,  NT 10-K
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Filing Submission 0001116502-08-001862   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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