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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549** 

 

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**FORM 10-K/A**

**(Amendment No. 1)**

 

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**☒**** ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

For the fiscal year ended:**December 31, 2017**

 

or  

 

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

 

Commission file number:**000-50302**

 

**SILVERSUN TECHNOLOGIES, INC.**

(Exact name of registrant as specified in its charter) 

 

| **Delaware**                                                    |   | **16-1633636**                        |
|-----------------------------------------------------------------|--------|---------------------------------------|
| (State or other jurisdiction of

incorporation or organization) |   | (I.R.S. Employer

Identification No.) |

 

**120 Eagle Rock Ave**

**East Hanover, NJ 07936**

(Address of principal executive offices) 

 

**(973) 396-1720**

(Registrant’s telephone number, including area code) 

 

| Title of each class:                           |   | Name of each exchange on which registered: |
|------------------------------------------------|--------|--------------------------------------------|
| **Common Stock, par value $0.00001 per share** |   | **NASDAQ Capital Market**                  |

 

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

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ 

 

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 ☒

 

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 ☒ No ☐

 

Indicate by checkmark 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 ☐

 

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 definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

 

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

 

| Large accelerated filer ☐         |   | Accelerated filer ☐         |
|----------------------------------------------|--------|----------------------------------------|
|                                         |   |                                   |
| Non-accelerated filer ☐           |   | Smaller Reporting Company ☒ |
|                                         |   |                                   |
| Emerging growth company ☐

  |   |                                   |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, 2017 based on a closing price of $3.90 was $5,476,587. As of March 23, 2018, the registrant had 4,495,728 shares of its common stock, par value $0.00001 per share, outstanding.  

 

Documents Incorporated By Reference: **None**.  

 

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**EXPLANATORY NOTE**

** **

This Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) to our Annual Report on Form 10-K for the year ended December 31, 2017, initially filed with the Securities and Exchange Commission on March 26, 2018 (the “Original Filing”), is being filed solely to revise Part II, Item 9A. “Controls and Procedures” in response to a comment received from the staff of the Securities and Exchange Commission’s Division of Corporation Finance. This Form 10-K/A amends and restates in its entirety Part II, Item 9A of the Original Filing. Except as stated above, this Form 10-K/A does not reflect events occurring after the Original Filing and does not modify or update in any way the disclosures contained in the Original Filing. Accordingly, this Form 10-K/A should be read in conjunction with the Original Filing.

 

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof.

 

 

 

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**Item 9A. CONTROLS AND PROCEDURES**

** **

**Evaluation of Disclosure Controls and Procedures**

** **

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our periodic and current reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

As of December 31, 2017, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2017.

 

**Management’s Report on Internal Control Over Financial Reporting**

** **

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Exchange Act Rules 13a-15(f) and 15(d) -15(f) as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

 

Because of inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

 

As of December 31, 2017, our management assessed the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). In adopting the 2013 Framework, management assessed the applicability of the principles within each component of internal control and determined whether or not they have been adequately addressed within the current system of internal control and adequately documented. Based on this assessment, management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2017, our internal control over financial reporting was effective based on those criteria.

 

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to SEC rules that permit us to provide only management’s report in this Annual Report on Form 10-K.

 

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**Remediation of Previously Reported Material Weakness**

** **

In our Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 24, 2017, we reported the following material weakness in our internal control over financial reporting: (i) a lack of sufficient internal accounting resources resulting in a lack of segregation of duties to ensure adequate review of financial statement preparation, and (ii) ineffective management review of complex transactions to enable timely decisions regarding required disclosures.

 

To remediate the material weakness described above, we took corrective steps in 2017, and completed documentation and implementation of new and revised internal controls over financial reporting processes in the area of complex and non-routine transactions.

 

These improvements included the following:

 

- appointed an experienced Controller in September 2017 with significant experience in public company reporting

- engaged third-party consultants to assist with documentation and testing of internal controls

- designed and implemented specific review procedures regarding the review of complex and non-routine transactions

- enhanced segregation of duties with a formalized preparation and review over period end financial controls

- standardized financial control and reporting processes.

 

After completing testing of the design and operating effectiveness of our internal control over financial reporting, we have concluded that the above identified material weakness has been fully remediated as of December 31, 2017.

** **

**Changes in Internal Cont****rol Over Financial Reporting.**

 

An evaluation was also performed under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of any changes in our internal control over financial reporting that occurred during our last fiscal quarter and that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Except for the remediation of the material weakness described above, there were no changes in our internal control over financial reporting during the year ended December 31, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

** **

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**Item 15. Exhibits**

 

| **Number** |   | **Description**                                                                                                                                                      |
|------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |   |                                                                                                                                                                 |
| 31.1       |   | Certification of Chief Executive Officer and President Pursuant to Exchange Act Rule 13a-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2       |   | Certification of Chief Financial Officer Pursuant to Exchange Act Rule 13a-14(a), As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002               |
| 32.1       |   | Certification of Chief Executive Officer and President Pursuant to 18 U.S.C Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002       |
| 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                     |

 

 

 

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**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.

 

|                   | **SILVERSUN TECHNOLOGIES, INC.** |                        |
|------------------------|----------------------------------|-----------------------------|
|                   |                             |                        |   |
| Date: November 8, 2018 | By:                              | */s/ Mark Meller*      |   |
|                   |                             | Mark Meller                 |   |
|                   |                             | Principal Executive Officer |   |

 

| Date: November 8, 2018 | By:    | */s/ Crandall Melvin III* |   |
|------------------------|--------|--------------------------------|--------|
|                   |   | Crandall Melvin III            |   |
|                   |   | Principal Financial Officer    |   |

 

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 indicated.

 

| **Name**               |   | **Position**                |   | **Date**         |
|------------------------|--------|-----------------------------|--------|------------------|
|                   |   |                        |   |             |
| /s/ Mark Meller        |   | Principal Executive Officer |   | November 8, 2018 |
| Mark Meller            |   |                        |   |             |
|                   |   |                        |   |             |
| /s/ Stanley Wunderlich |   | Director                    |   | November 8, 2018 |
| Stanley Wunderlich     |   |                        |   |             |

 

| /s/ Joseph Macaluso     |   | Director                    |   | November 8, 2018       |
|-------------------------|--------|-----------------------------|--------|------------------------|
| Joseph Macaluso         |   |                        |   |                   |
|                    |   |                        |   |                   |
| /s/ John Schachtel      |   | Director                    |   | November 8, 2018  |
| John Schachtel          |   |                        |   |                   |
|                    |   |                        |   |                   |
| /s/ Crandall Melvin III |   | Principal Financial Officer |   | November 8, 2018       |
| Crandall Melvin III     |   |                        |   |                   |

** **