SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 333-179262
Insynergy Products, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
4705 Laurel Canyon Blvd.
Studio City, CA 91604
(Address of principal executive offices) (Zip Code)
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, $0.001 par value
Over the Counter Bulletin Board
Securities registered pursuant to Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [x]
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 [x]
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 [x] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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).
Yes [ ] No [x]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrants 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. (Check one):
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 in Rule 12b-2 of the Exchange Act). Yes [ ] No [x]
At June 30, 2012, the aggregate market value of shares held by non-affiliates of the registrant based upon the books and records of the Company, was $0.00. (At that date the Company's shares had not commenced public trading and there was thus no closing sale price of such shares on the Over the Counter Bulletin Board Market).
At September 30, 2013, there were 18,410,406 shares of the registrants common stock outstanding.
Pursuant to a limited review of our reports by the Securities and Exchange Commission (SEC), the SEC has requested that we amend this annual report for the year ended December 31, 2012 to clearly disclose the conclusions of our management regarding the effectiveness of our controls and procedures. Other than the changes in Item 9A, the disclosures in this amended report are as of the initial filing date of March 20, 2013 and this report does not include subsequent events.
Item 9A. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the SEC), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were effective for the year ended December 31, 2012.
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.
This annual report does not include a report of managements assessment regarding internal control over financial reporting or an attestation report of our companys registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
Item 15 Exhibits
Section 302 Certification by the Corporations Principal Executive Officer
Section 302 Certification by the Corporations Principal Financial Officer
Section 906 Certification by the Corporations Principal Executive Officer (Filed March 20, 2013)
Section 906 Certification by the Corporations Principal Financial Officer (Filed March 20, 2013)
XBRL INSTANCE DOCUMENT (Filed March 20, 2013)
XBRL TAXONOMY EXTENSION SCHEMA (Filed March 20, 2013)
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE (Filed March 20, 2013)
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE (Filed March 20, 2013)
XBRL TAXONOMY EXTENSION LABEL LINKBASE (Filed March 20, 2013)
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE (Filed March 20, 2013)
Previously filed on Form 10-K, March 20, 2013
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Insynergy Products, Inc
Chief Executive Officer
Date: October 2, 2013
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Sandford Lang
Chief Executive Officer, Co-Founder and Director
(Principal Executive Officer)
October 2, 2013
/s/ Martin Goldrod
President, Chief Financial Officer, COO and Director
(Principal Financial and Accounting Officer)
October 2, 2013