UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-K
AMENDMENT NO.
1
(Mark one)
x
ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2009
or
¨
TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
transition period from _____ to _____
Commission
File Number: 000-30585
CREATIVE
VISTAS, INC.
(Exact
name of registrant as specified in its charter)
Arizona
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
86-0464104
(I.R.S.
Employer
Identification
No.)
|
2100 Forbes Street
,
Unit 8-10, Whitby, Ontario,
Canada
,
L1N
9T3
(Address
of Principal Executive Offices) (Zip Code)
905-666-8676
(Registrant’s
Telephone Number, including Area Code)
Securities
registered pursuant to Section 12(b) of the Exchange Act:
None
Securities
registered pursuant to Section 12(g) of the Exchange Act:
Common
Stock, No Par Value
(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
¨
No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange 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 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 the definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to the
Form 10-K.
¨
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
¨
(Do not check if a smaller reporting company)
|
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
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
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter was approximately $2,427,602 (8,991,121 Shares at $0.27).
At March
31, 2010, the number of shares outstanding of the registrant’s common stock, no
par value (the only class of common stock), was 37,488,714.
EXPLANATORY
NOTE
Creative
Vistas, Inc. (the “Company”) filed its Annual Report on Form 10-K for the
year ended December 31, 2009 (the “Form 10-K”) with the U.S. Securities and
Exchange Commission (the “Commission”) on March 31, 2010.
The
Company is filing this Amendment No. 1 to the Form 10-K (the “Amendment”) to (1)
revise “Item 15. Exhibits and Financial Statement Schedules” of the Form 10-K to
indicate that portions of Exhibit 10.2 have been omitted pursuant to a request
for confidential treatment, (2) amend and restate in its entirety Exhibit 10.2
to the Form 10-K to specifically indicate that certain confidential information,
which is identified in the exhibit, has been omitted and filed separately with
the Commission pursuant to a request for confidential treatment, and (3) update
the signature page to the Form 10-K and Exhibits 31.1 and 31.2, which are the
Rule 13a-14(a) certifications of the principal executive officer and the
principal financial officer.
This
Amendment consists of a cover page, this Explanatory Note, Item 15, the
signature page and Exhibits 10.2, 31.1 and 31.2.
Other
than as expressly set forth herein, this Amendment does not, and does not
purport to, amend or restate any other information contained in the Form
10-K.
ITEM
15. EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
Number
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|
Description
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3.1*
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Articles
of Incorporation, as amended to date, incorporated by reference to the
Registrant’s Form 8-K/A filed February 2, 2005
|
3.2*
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By-laws
of the Registrant incorporated by reference to the Registrant’s Form 10-SB
filed May 10, 2000
|
4.1*
|
|
Securities
Purchase Agreement, dated February 13, 2006, by and among Laurus Master
Fund, Ltd., Creative Vistas, Inc., Iview Holding Corp. and Iview Digital
Video Solutions Inc. incorporated by reference to the Registrant’s Form
8-K filed February 17, 2006.
|
4.2*
|
|
Secured
Term Note, dated February 13, 2006, issued by Creative Vistas, Inc. to
Laurus Master Fund, Ltd. incorporated by reference to the Registrant’s
Form 8-K filed February 17, 2006.
|
4.3*
|
|
Secured
Term Note, dated February 13, 2006, issued by Iview Digital Video
Solutions Inc. to Laurus Master Fund, Ltd. incorporated by reference to
the Registrant’s Form 8-K filed February 17, 2006.
|
4.4*
|
|
Option,
dated February 13, 2006, issued by Iview Holding Corp. to Laurus Master
Fund, Ltd. incorporated by reference to the Registrant’s Form 8-K filed
February 17, 2006.
|
4.5*
|
|
Warrant,
dated February 13, 2006, issued by Creative Vistas, Inc. to Laurus Master
Fund, Ltd. incorporated by reference to the Registrant’s Form 8-K filed
February 17, 2006.
|
4.6*
|
|
Amended
and Restated Guaranty, dated February 13, 2006 by and among Creative
Vistas, Inc., Cancable Inc., Cancable Holding Corp., Cancable, Inc., A.C.
Technical Systems Ltd., Creative Vistas Acquisition Corp., Iview Holding
Corp. and Iview Digital Video Solutions Inc. incorporated by reference to
the Registrant’s Form 8-K filed February 17, 2006.
|
4.7*
|
|
Amended
and Restated Guaranty, dated February 13, 2006 between Brent W. Swanick
and Laurus Master Fund, Ltd. incorporated by reference to the Registrant’s
Form 8-K filed February 17, 2006.
|
4.8*
|
|
Side
Agreement, dated February 13, 2006 between Iview Digital Video Solutions,
Inc., Iview Holding Corp., Creative Vistas Acquisition Corp. and Laurus
Master Fund, Ltd incorporated by reference to the Registrant’s Form 8-K
filed February 17, 2006.
|
4.9*
|
|
Joinder
and Confirmation of Security Agreement, dated February 13, 2006 among
Iview Holding Corp., Cancable Inc., Cancable Holding Corp., Cancable,
Inc., A.C. Technical Systems Ltd., Creative Vistas Acquisition Corp.,
Iview Digital Video Solutions Inc., and Creative Vistas, Inc. delivered to
Laurus Master Fund, Ltd. incorporated by reference to the Registrant’s
Form 8-K filed February 17, 2006.
|
4.10*
|
|
First
Amendment to Securities Purchase Agreement, dated February 13, 2006, by
and among Cancable Inc., Cancable Holding Corp.
and Laurus Master
Fund, Ltd. for the purpose of amending the terms of that certain
Securities Purchase Agreement by and among Cancable Inc., Cancable Holding
Corp. and Laurus, dated as of December 31, 2005 incorporated by reference
to the Registrant’s Form 8-K filed February 17, 2006.
|
4.11*
|
|
Registration
Rights Agreement, dated as of February 13, 2006, by and between Creative
Vistas, Inc. and Laurus Master Fund, Ltd. incorporated by reference to the
Registrant’s Form 8-K filed February 17, 2006.
|
4.12*
|
|
Securities
Purchase Agreement, dated June 24, 2008, by and among LV Administrative
Services, Inc., the purchasers from time to time a party thereto, Creative
Vistas, Inc., and Cancable Inc. incorporated by reference to the
Registrant’s Form 8-K filed July 1, 2008
|
4.13*
|
|
Secured
Term Note, dated June 24, 2008, issued by Creative Vistas, Inc. and
Cancable Inc. to Valens Offshore SPV II, Corp. incorporated by reference
to the Registrant’s Form 8-K filed July 1, 2008
|
4.14*
|
|
Secured
Term Note, dated June 24, 2008, issued by Creative Vistas, Inc. and
Cancable Inc. to Valens U.S. SPV I, LLC incorporated by reference to the
Registrant’s Form 8-K filed July 1, 2008
|
4.15*
|
|
Warrant,
dated June 24, 2008, issued by Creative Vistas, Inc. to Valens U.S. SPV I,
LLC incorporated by reference to the Registrant’s Form 8-K filed July 1,
2008
|
4.16*
|
|
Warrant,
dated June 24, 2008, issued by Creative Vistas, Inc. to Valens Offshore
SPV II, Corp. incorporated by reference to the Registrant’s Form 8-K filed
July 1, 2008
|
4.17*
|
|
Guaranty,
dated June 24, 2008, by and among Creative Vistas, Inc., Cancable Inc.,
A.C. Technical Systems Ltd., Creative Vistas Acquisition Corp., Cancable
Holding Corp., Iview Holding Corp., Iview Digital Video Solutions Inc.,
Cancable, Inc., 2141306 Ontario Inc., Cancable XL Inc., and XL Digital
Services Inc. incorporated by reference to the Registrant’s Form 8-K filed
July 1, 2008
|
4.18*
|
|
Master
Security Agreement, dated June 24, 2008, by and among Creative Vistas,
Inc., Cancable Inc., A.C. Technical Systems Ltd., Creative Vistas
Acquisition Corp., Cancable Holding Corp., Iview Holding Corp., Iview
Digital Video Solutions Inc., Cancable, Inc., 2141306 Ontario Inc.,
Cancable XL Inc., and XL Digital Services Inc. incorporated by reference
to the Registrant’s Form 8-K filed July 1, 2008
|
4.19*
|
|
Pledge
Agreement, dated June 24, 2008, by and among LV Administrative Services,
Inc., the purchasers from time to time a party thereto, Cancable Inc.,
Creative Vistas, Inc., Cancable Holding Corp., Creative Vistas Acquisition
Corp., Cancable XL Inc., Iview Holding Corp., and Brent Swanick
incorporated by reference to the Registrant’s Form 8-K filed July 1,
2008
|
4.20*
|
|
Guaranty,
dated June 24, 2008, of Brent Swanick incorporated by reference
to the Registrant’s Form 8-K filed July 1, 2008
|
10.1*
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|
Stock
Option Plan, incorporated by reference to the Registrant’s Form S-8 filed
October 6 2006
|
Number
|
|
Description
|
10.2+^
|
|
Rogers
Cable Communications Inc. and Cancable Inc. for the provision of
installation activities and service activities.
|
10.3*
|
|
Common
Stock Purchase Warrant, dated January 22, 2008, issued by Creative Vistas,
Inc. to Erato Corporation for the Right to Purchase 812,988 Shares of
Common Stock of Creative Vistas, Inc. incorporated by reference to the
Registrant’s Form 8-K filed February 28, 2008.
|
10.4*
|
|
Stock
Purchase Agreement, dated January 22, 2008, between Creative Vistas, Inc.
and Erato Corporation. incorporated by reference to the Registrant’s Form
8-K filed February 28, 2008.
|
10.5*
|
|
Common
Stock Purchase Warrant, dated January 22, 2008, issued by Creative Vistas,
Inc. to Erato Corporation for the Right to Purchase 1,738,365 Shares of
Common Stock of Creative Vistas, Inc. incorporated by reference to the
Registrant’s Form 8-K filed February 28, 2008.
|
10.6*
|
|
Letter
Agreement dated January 22. 2008 between Creative Vistas, Inc. and Erato
Corporation.
|
10.7*
|
|
Warrant
Purchase Agreement, dated January 30, 2008 between Creative Vistas, Inc.,
Laurus Master Fund, Ltd., Erato Corporation, Valens U.S. Fund, LLC and
Valens Offshore SPV I, Ltd. incorporated by reference to the Schedule 13 D
filed by the Registrant with respect to 180 Connect Inc. dated February 1,
2008.
|
10.8*
|
|
Amended
and Restated Common Stock Purchase Warrant dated July 2, 2007 issued to
Laurus Master Fund, Ltd. by 180 Connect Inc. incorporated by reference to
the Schedule 13 D filed by the Registrant with respect to 180 Connect Inc.
dated February 1, 2008.
|
10.9*
|
|
Common
Stock Purchase Warrant, dated January 30, 2008, issued by Creative Vistas,
Inc. to Erato Corporation for the Right to Purchase 2,350 Shares of Common
Stock of Creative Vistas, Inc. incorporated by reference to the Schedule
13 D filed by the Registrant with respect to 180 Connect Inc. dated
February 1, 2008.
|
10.10*
|
|
Common
Stock Purchase Warrant, dated January 30, 2008, issued by Creative Vistas,
Inc. to Valens U.S. SPV I, LLC for the Right to Purchase 214,033 Shares of
Common Stock of Creative Vistas, Inc. incorporated by reference to the
Schedule 13 D filed by the Registrant with respect to 180 Connect Inc.
dated February 1, 2008.
|
10.11*
|
|
Common
Stock Purchase Warrant, dated January 30, 2008, issued by Creative Vistas,
Inc. to Valens Offshore SPV I, Ltd. for the Right to Purchase 582,367
Shares of Common Stock of Creative Vistas, Inc. incorporated by reference
to the Schedule 13 D filed by the Registrant with respect to 180 Connect
Inc. dated February 1, 2008.
|
10.12*
|
|
Non-binding
Letter of Intent between Creative Vistas, Inc. and Valens U.S. Fund,
LLC
|
10.13*
|
|
Letter
of Intent dated February 13, 2008 incorporated by reference to the
Schedule 13D Amendment filed by the Registrant with respect to 180 Connect
Inc. dated February 19, 2008
|
10.14*
|
|
Consulting
Agreement, dated July 16, 2008, between Creative Vistas, Inc. and
Nationwide Solutions Inc. incorporated by reference to the Registrant’s
Form 8-K filed July 18, 2008
|
10.15*
|
|
Termination
and Release Agreement, dated July 16, 2008, between AC Technical Systems
Ltd., Nationwide Solutions Inc. and Sayan Navaratnam
|
21.1*
|
|
List
of all subsidiaries
|
31.1+
|
|
Rule
13a-14(a) Certification of the Principal Executive
Officer
|
31.2+
|
|
Rule
13a-14(a) Certification of the Principal Financial
Officer
|
32.1*
|
|
Chief
Executive Officer certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
32.2*
|
|
Chief
Financial Officer certification pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
*
Previously filed and incorporated by reference.
+ Filed
herewith.
^
Portions of this exhibit have been omitted pursuant to a request for
confidential treatment.
SIGNATURES
In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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CREATIVE
VISTAS, INC.
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By:
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/s/Dominic
Burns
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Name:
Dominic Burns
Title:
Chief Executive Officer
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POWER
OF ATTORNEY
Each person whose signature appears
below constitutes and appoints each of Dominic Burns and Heung Hung Lee
his or her true and
lawful attorney-in-fact and agent, each acting alone, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any or all annual reports on form
10-K, including any amendments to such annual report, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, for so long as such person is a director,
officer or authorized representative of the registrant, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing appropriate or necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
This
Power of Attorney may be executed in multiple counterparts, each of which shall
be deemed an original, but which taken together shall constitute one
instrument.
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 as indicated therein.
Name
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Title
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Date
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/s/
Dominic Burns
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Dominic
Burns
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Director,
President and Chief Executive Officer
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May
7, 2010
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/s/
Heung Hung Lee
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Director,
Chief Financial Officer and Secretary
|
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Heung
Hung Lee
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(Principal
Financial Officer and Principal Accounting Officer)
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May
7, 2010
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