Amended Annual Report (10-k/a)

Date : 08/16/2019 @ 6:18PM
Source : Edgar (US Regulatory)
Stock : AngioSoma Inc (PK) (SOAN)
Quote : 0.002  -0.0005 (-20.00%) @ 9:00PM

Amended Annual Report (10-k/a)

 

 

 

UNITED STATES

SECURITY AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________

 

FORM 10-K/A

(Amendment No. 2)

__________

 

(MARK ONE)

 

  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended September 30, 2018

 

or

 

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

 

For the transition period from _________ to _________

 

Commission File Number: 333-170315

 

 

AngioSoma, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   27-3480481
(State or other jurisdiction of Incorporation or organization)   (I.R.S. Employer Identification Number)
     
2500 Wilcrest Drive, 3 rd Floor
Houston, TX
  77042
(Address of principal executive offices)   (Zip code)

 

Registrant’s telephone number, including area code: 832-781-8521

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of Each Class   Name of Each Exchange on which Registered
Common stock, $0.001 par value   OTC Markets

 



EXPLANATORY NOTE

 

This Amendment No. 2 on Form 10-K/A (this “Amendment”) amends our Annual Reports on Form 10-K for the year ended September 30, 2018, originally filed with the Securities and Exchange Commission (“SEC”) on January 3, 2019 (the “Original Report”) inadvertently included incorrect disclosure in footnote number 3 under ITEM 12 . SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS beginning on page 47 of our previously filed 10-K that states “Effective January 25, 2017, Ms. Blankenship transferred voting control of the Series E Preferred stock to Mr. David P. Summers.” The quoted statement should have been deleted because effective May 16, 2017 the Certificate of Designation was amended to prohibit shared voting. As a result, the transfer of voting control was ineffective as of May 16, 2017.

 

Footnote 3 under ITEM 12 . SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS is corrected to read: “Ms. Blankenship owns 1,000,000 shares of the Company’s Series E Preferred Stock. The Series E Preferred Stock carries two votes for each outstanding share of the Company’s common stock and, as a result, has 2/3 voting control over any shareholder votes.”

 

Because these changes do not include changes to the financial statements included in the Original Report, we are not filing a new consent of our auditors with this Amendment. In connection with the filing of this Amendment and pursuant to the requirements of Rule 12b-15 under the Securities Exchange Act of 1934, as amended, we are including with this Amendment new certifications of our principal executive officer and principal financial officer.

 

Except as described above, no other changes have been made to the Original Report. The Original Report continues to speak as of the date of the Original Report, and we have not updated the disclosures contained therein to reflect any events that have occurred at a date subsequent to the filing of the Original Report. Material events may have occurred subsequent to the filing of the Original Report that are not reflected in this Amendment.

 

 

PART IV


ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES


3.1

Amendment to Certificate of Designation Series E Preferred Stock filed May 16, 2017 (1)

3.2

Certificate of Correction to Amendment to Certificate of Designation filed February 14, 2018 (1)

31.1

Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer and principal financial and accounting officer. (1)

32.1

Section 1350 Certification of principal executive officer and principal financial and accounting officer. (1)

__________

(1)

Filed herewith



SIGNATURES


Pursuant to the requirements 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.


 

AngioSoma, Inc.

 

 

 

 

Date: August 16, 2019

BY: /s/ Alex Blankenship

 

Alex Blankenship

 

Chief Executive Officer, President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer and Director


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