**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington,D.C. 20549

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**FORM 10-K/A**

**(AmendmentNo. 1)**

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| **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, 2006**                                                                            |
|          |   | **OR**                                                                                                                           |
| o             |   | **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 333-125575**

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**INFOLOGIX,INC.**(Exactname of registrant as specified in its charter)

 
| **Delaware**                                                    | ** ** | **20-1983837**                        |
|-----------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of incorporation or organization) |       | (IRS Employer  Identification Number) |
|                                                            |       |                                  |
| **101 E.  County Line Road  Hatboro, PA**                       | ** ** | **19040**                             |
| (Address of principal  executive offices)                       |       | (Zip code)                            |

 

**(215)604-0691**(Registrant’s telephone number, including area code)

 

Securities registeredpursuant to Section 12(b) of the Act:**NONE**

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Securities registeredpursuant to Section 12(g) of the Act:**NONE**

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Indicate by check mark if the registrant is awell-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes o  No x

 

Indicate by check mark if the registrant is notrequired to file reports pursuant to Section 13 or Section 15(d) ofthe Exchange Act. Yes o No x

 

Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes xNo o

 

Indicate by check mark if disclosure ofdelinquent filers pursuant to Item 405 of Regulation S-K is not containedherein, and will not be contained, to the best of the registrant’s knowledge,in definitive proxy or information statements incorporated by reference in Part IIIof this Form 10-K or any amendment to this Form 10-K. x

 

Indicate by check mark whether the registrant isa large accelerated filer, an accelerated filer, or a non-accelerated filer.See definition of “accelerated filer and large accelerated filer” in Rule 12b-2of the Exchange Act.

 

Large accelerated filer o Accelerated filer oNon-accelerated filer x

 

Indicate by check mark whether the registrant isa shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

 

As of June 30, 2006, the aggregate marketvalue of the registrant’s common stock held by non-affiliates of the registrantwas $512,820 based on the closing price as reported on the National Associationof Securities Dealers Over-the-Counter Bulletin Board.

 

The number of sharesoutstanding of each of the issuer’s classes of common stock as of the latestpracticable date,

 
| ** **                                 | **Class** | ** **        |   | ** ** | **Outstanding  at March 21, 2007** | ** ** |   |   |
|--------------------------------------------|-----------|-------------------|--------|------------|-----------------------------------------|------------|--------|--------|
| Common Stock, $.00001  par value per share |      | 23,959,663 Shares |   |       |

 

**DOCUMENTS INCORPORATEDBY REFERENCE**

The following documents (or parts thereof) are incorporated into thefollowing parts of this Form 10-K:

(1) proxy statement for 2007 Annual Meeting of Stockholders—Part IIIItems 10, 11, 12, 13 and 14.

 

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** **

**TABLEOF CONTENTS**

Explanatory Note

 

 
| Item 9A. |   | Controls and  Procedures |   |   |
|----------|--------|--------------------------|--------|--------|

 

 

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Explanatory Note

 

                InfoLogix, Inc. is filing this Amendment No. 1 to ourForm 10-K for the fiscal year ended December 31, 2006, originally filedwith the Securities and Exchange Commission on March 29, 2007 (the “OriginalFiling”), for the purpose of amending and restating Item 9A—Controls andProcedures. This Amendment No. 1 speaks as of the filing date of theOriginal Filing and reflects only the changes described above. No otherinformation included in the Original Filing has been amended, modified or updatedin any way. This Amendment No. 1 should be read in conjunction with theOriginal Filing.

** **

**Item 9A. Controls and Procedures**

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                The Companymaintains disclosure controls and procedures that are designed to ensure thatinformation required to be disclosed in the Company’s reports filed under theSecurities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the timeperiods specified in the SEC’s rules and forms and that such informationis accumulated and communicated to the Company’s management, including itsChief Executive Officer and Chief Financial Officer, as appropriate, to allowfor timely decisions regarding required disclosure. In designing and evaluatingthe disclosure controls and procedures, management recognizes that any controlsand procedures, no matter how well designed and operated, can provide onlyreasonable assurance of achieving the desired control objectives, andmanagement is required to apply its judgment in evaluating the cost-benefitrelationship of possible controls and procedures.

 

                Asrequired by SEC Rule 15d-15(b), the Company carried out an evaluationunder the supervision and with the participation of the Company’s management,including the Company’s Chief Executive Officer and Chief Financial Officer, ofthe effectiveness of the design and operation of the Company’s disclosurecontrols and procedures as of December 31, 2006. Based on the foregoing,the Company’s Chief Executive Officer and Chief Financial Officer concludedthat the Company’s disclosure controls and procedures were (a) designed toensure that the information the Company is required to disclose in its reportsunder the Exchange Act is recorded, processed and reported in an accuratemanner and on a timely basis and the information that the Company is requiredto disclose in its Exchange Act reports is accumulated and communicated tomanagement to permit timely decisions with respect to required disclosure and(b) operating in an effective manner.

 

                This annual reportdoes not include a report of management’s assessment regarding internal controlover financial reporting or an attestation report of the Company’s registeredpublic accounting firm due to a transition period established by the rules ofthe Securities Exchange Commission for newly public companies.

 

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**PART IV**

Item 15. Exhibits and Financial Statement Schedules

 

 

 

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| **Exhibit No.** | ** ** | **Description**                                                                                                                                      |
|----------------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.1                 |       | Certification  pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 31.2                 |       | Certification  pursuant to Exchange Act Rules 13a-14(a)/15d-14(a), as adopted pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 32.1                 |       | Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002.*                 |
| 32.2                 |       | Certification  pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906  of the Sarbanes-Oxley Act of 2002.*            |

 

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(*)            Filedherewith.

 

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**SIGNATURES**

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Pursuantto the requirements of section 13 or 15(d) of the Securities Exchange Actof 1934, the Registrant has duly caused this report to be signed on its behalfby the undersigned; thereunto duly authorized, in Hatboro, Pennsylvania on February 8,2008.

 
|   | INFOLOGIX, INC. |
|--------|-----------------|
|   |            |
|   | By:             | /s/ DAVID T. GULIAN |
|   |            | David T. Gulian |
|   |            | *President and Chief Executive  Officer* |

 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report hasbeen signed by the following persons in the capacities indicated on February 8,2008.

 
|                   | **Signatures** |                                             |   |   | **Title(s)** |   |
|------------------------|----------------|--------------------------------------------------|--------|--------|--------------|--------|
|                   |           |                                             |
| /s/ WARREN V.  MUSSER  |           | Chairman of the Board  of Directors              |
| Warren V. Musser       |           |                                             |
| /s/ DAVID T.  GULIAN   |           | President, Chief  Executive Officer and Director |
| David T. Gulian        |           | (Principal Executive Officer)                    |
| /s/ JOHN A.  ROBERTS   |           | Chief Financial Officer                          |
| John A. Roberts        |           | (Principal Financial  and Accounting Officer)    |
| /s/ WAYNE D.  HOCH     |           | Director                                         |
| Wayne D. Hoch          |           |                                             |
| /s/ RICHARD D.  HODGE  |           | Director                                         |
| Richard D. Hodge       |           |                                             |
| /s/ THOMAS C.  LYNCH   |           | Director                                         |
| Thomas C. Lynch        |           |                                             |
| /s/ THOMAS O.  MILLER  |           | Director                                         |
| Thomas O. Miller       |           |                                             |
| /s/ JAKE  STEINFELD    |           | Director                                         |
| Jake Steinfeld         |           |                                             |
| /s/ CRAIG A.  WILENSKY |           | Director                                         |
| Craig A.  Wilensky     |           |                                             |
| /s/ RICHARD A. VERMEIL |           | Director                                         |
| Richard A. Vermeil     |           |                                             |

 

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| **Exhibit Number** | ** ** | ** ** | ** ** | ** **                                                                                      | **Description** | ** ** |
|-------------------------|------------|------------|------------|-------------------------------------------------------------------------------------------------|-----------------|------------|
|                    | 31.1       |       |       | Certification pursuant to Exchange Act  Rules 13a-14(a)/15d-14(a), as adopted              |
|                    |       |       |       | pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002.                                |
|                    | 31.2       |       |       | Certification pursuant to Exchange Act  Rules 13a-14(a)/15d-14(a), as adopted              |
|                    |       |       |       | pursuant to Section 302 of the  Sarbanes-Oxley Act of 2002.                                |
|                    | 32.1       |       |       | Certification pursuant to 18 U.S.C. Section 1350, as  adopted pursuant to Section 906 |
|                    |       |       |       | of the Sarbanes-Oxley Act of 2002.                                                              |
|                    | 32.2       |       |       | Certification pursuant to 18 U.S.C. Section 1350, as  adopted pursuant to Section 906 |
|                    |       |       |       | of the Sarbanes-Oxley Act of 2002.                                                              |
|                         |            |            |            |                                                                                                 |                 |            |  |  |

 

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