EKCS Electronic Control Security Inc (CE)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

	(Mark One)
	x	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the Fiscal Year Ended June 30, 2012

 

o

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

 

For the transition period from: _____________ to _____________

 

Commission File Number: 0-30810

ELECTRONIC CONTROL SECURITY INC.

(Exact name of registrant as specified in its charter)

 

New Jersey		22-2138196
(State or Other Jurisdiction of		(I.R.S. Employer Identification No.)
Incorporation or Organization)
790 Bloomfield Avenue, Clifton, New Jersey		07012
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant's telephone number, including area code: (973) 574-8555

 

Securities registered under Section 12(b) of the Exchange Act: None

 

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

 

$0.001 Par Value Common Stock

(Title of Class)

 

Indicate by check mark if 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 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 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. 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 in response 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.

 

Large accelerated filer	¨		Accelerated filer	¨
Non-accelerated filer	¨		Smaller reporting company	x

 

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ¨ No x

 

As of October 15, 2012, there were 11,767,146 outstanding shares of the registrant's common stock. The aggregate market value of the shares of the registrant's common stock held by non-affiliates was $1,233,260 on December 30, 2011. Such market value was calculated using the closing price of the common stock on the OTC Bulletin Board on such date.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Information required by Part III of Form 10-K is incorporated by reference to portions of the registrant’s definitive proxy statement for its 2012 annual meeting of stockholders, which will be filed on or before October 26, 2012.

 

Explanatory Note

 

The purpose of this Amendment No. 1 to Annual Report on Form 10-K for the year ended June 30, 2012 of Electronic Control Security Inc. (the “Company”) filed with the Securities and Exchange Commission on October 15, 2012 (the “Form 10-K”), is solely to furnish Exhibit 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated 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 disclosures made in the original Form 10-K.

 

Pursuant to Rule 406T of Regulation S-T, the interactive data file included as Exhibit 101 hereto is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under those sections.

 

 

ITEM 15.  EXHIBITS AND REPORTS.

 

Exhibit No.		Description		Location Reference
3.1		Certificate of Incorporation of Electronic Control Security Inc.		1
3.2		Certificate of Amendment to Certificate of Incorporation of Electronic Control Security Inc.		2
3.3		Certificate of Amendment to Certificate of Incorporation		3
3.4		By-Laws of Electronic Control Security Inc.		1
3.5		Certificate of Incorporation of SEM Consultants III, Inc.		1
3.6		By-Laws of SEM Consultants III, Inc.		1
3.7		Certificate of Incorporation of ECSI International, Inc.		1
3.8		By-Laws of ECSI International, Inc.		1
3.9		Certificate of Incorporation of ECSI FOIDS, Inc.		1
3.10		By-Laws of ECSI FOIDS, Inc.		1
3.11		Certificate of Incorporation of ECSI-DSA, Inc.		1
3.12		By-Laws of ECSI-DSA, Inc.		1
3.13		Memorandum of Association of ECSI Security Communications, Inc., a Middle East Corporation		2
3.14		Articles of Association of ECSI Security Communications, Inc., a Middle East Corporation		2
4.1		Form of Common Stock Purchase Warrant issued June 30, 2004		3
4.2		Form of Common Stock Purchase Warrant issued January 13, 2006		4
4.3		Form of Senior Secured Convertible Debenture due January 11, 2009.		4
4.4		Registration Rights Agreement dated as of January 11, 2006, by and among Electronic Control Security Inc. and the investors specified therein.		4
10.1		Lease Agreement with 580 Brighton Road Associates for space in Clifton, New Jersey.		1
10.2		Securities Purchase Agreement dated June 30, 2004.		3
10.3		Registration Rights Agreement dated June 30, 2004.		3
10.4		Securities Purchase Agreement dated as of January 11, 2006, by and among Electronic Control Security Inc. and the purchasers named therein.		4
10.5		Security Agreement, dated January 11, 2006, by and among Electronic Control Security Inc. and the investors specified therein.		4
10.6		Drawdown Equity Financing Agreement, dated as of February 8, 2011 by and between Electronic Control Security Inc. Inc. and Auctus Private Equity Fund, LLC.		5
10.7		Registration Rights Agreement, dated as of February 8, 2011 by and between Electronic Control Security Inc. Inc. and Auctus Private Equity Fund, LLC.		5
10.8		Business Loan Agreement dated as of March 15, 2011 between ECSI International, Inc. and Atlantic Stewardship Bank		6
10.9		Commercial Security Agreement dated as of March 15, 2011 between ECSI International, Inc. and Atlantic Stewardship Bank		6
10.10		Letter Agreement dated as of June 30, 2010 between Eigerhawk, Ltd. and Electronic Control Security Inc.		7
14.1		Code of Ethics and Business Conduct		4
23.1		Consent of Demetrius & Company, L.L.C.		8
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.		8
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.		8
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.		8

 

 

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

8

 

101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		XBRL Taxonomy Extension Definition Linkbase
101.LAB*		XBRL Taxonomy Extension Label Linkbase
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

 

* * * *

 

1.

Incorporated by reference to such exhibit filed with Electronic Control Security Inc.'s Registration Statement on Form 10-SB filed with the Commission on February 16, 2001.

2.

Incorporated by reference to such exhibit filed with Electronic Control Security Inc.'s Registration Statement on Form SB-2 filed with the Commission on June 6, 2002.

3.

Incorporated by reference to such exhibit filed with Electronic Control Security Inc.'s Current Report on Form 8-K filed with the Commission on July 1, 2004.

4.

Incorporated by reference to such exhibit filed with Electronic Control Security Inc.'s Current Report on Form 8-K filed with the Commission on January 18, 2006

5.

Incorporated by reference to such exhibit filed with Electronic Control Security Inc.'s Quarterly Report on Form 10-Q filed with the Commission on February 10, 2011.

6

Incorporated by reference to such exhibit filed with Electronic Control Security Inc.'s Quarterly Report on Form 10-Q filed with the Commission on May 3, 2011.

7.

Incorporated by reference to such exhibit filed with Electronic Control Security Inc.'s Annual Report on Form 10-K filed with the Commission on September 27, 2011.

8.

Filed as an Exhibit hereto.

 

 

*

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

 

 

SIGNATURES

Pursuant to the requirements of The Exchange Act of 1934 as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

ELECTRONIC CONTROL SECURITY INC.
(Registrant)
			By:	/s/ Daryl K. Holcomb
				Daryl K. Holcomb
				Chief Financial Officer (Principal Financial and Accounting Officer)
			Date:	October 25, 2012