**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

 

**FORM 10-KSB**

**(AMENDMENTNO. 1)**

 

| **x**                                                 | ** ** | **ANNUAL  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE ACT OF 1934**                                                                            |
|-------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                            | ** ** | ** **                                                                                                                                                                |
| **For the  fiscal year ended December 31, 2007** |
|                                                  |       |                                                                                                                                                                      |
| **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: 0-49737**                                                                                                                                       |

 

**UNI-PIXEL, INC.**

(Exact Name of Small Business Issuer asSpecified in Its Charter)

 

| **DELAWARE**                                                     | ** ** | **75-2926437**                        |
|------------------------------------------------------------------|------------|---------------------------------------|
| (State or Other  Jurisdiction of  Incorporation or Organization) |       | (I.R.S. Employer  Identification No.) |

 

**8708Technology Forest Place, Suite 100The Woodlands, Texas 77381**

(Address of Principal Executive Offices,Including Zip Code)

 

**(281)825-4500**

(Issuer’s Telephone Number, Including AreaCode)

 

SecuritiesRegistered Pursuant to Section 12(b) of the Act: **None**

 

SecuritiesRegistered Pursuant to Section 12(g) of the Act:

 

**COMMONSTOCK, PAR VALUE $0.001 PER SHARE**

(Title of Class)

 

Checkwhether the issuer: (1) filed all reports required to be filed by Section 13or 15(d) of the Exchange Act during the past 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 90days.   x Yes o No

 

Checkif there is no disclosure of delinquent filers in response to Item 405 ofRegulation S-B contained in this form, and no disclosure will be contained, tothe best of registrant’s knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-KSBor any amendment to this Form 10-KSB.  x

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).   o Yes x No

 

Theregistrant’s revenue for its most recent fiscal year were: $0

 

Asof February 20, 2008, the aggregate market value of the voting andnon-voting common equity held by non-affiliates of the registrant based uponthe price at which such common equity was sold on the Over-the-Counter BulletinBoard Exchange as of such date was $10,670,485.

 

Asof February 20, 2008, the registrant had 22,897,418 shares of commonstock, par value $0.001, outstanding.

 

Documentsincorporated by Reference: None

 

TransitionalSmall Business Disclosure Format (Check One):   Yes o   No x

 

 

 

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**EXPLANATORYNOTE**

 

We are filing thisAmendment No. 1 on Form 10-KSB/A to our Annual Report on Form 10-KSBfor the period ending December 31, 2007, which was filed on March 7,2008 (the ‘‘Form 10-KSB’’) to amend Item 8A, “Controls and Procedures,”replacing it in its entirety with Item 8A(T), “Controls and Procedures”.

 

Except as disclosed in this Explanatory Note, we have not updated thedisclosure contained in the original Form 10-KSB.  Pursuant to Rule 12b-15 under theSecurities Exchange Act of 1934, as amended, this Amendment No. 1 containsnew certifications of our Chief Executive Officer and Principal FinancialOfficer executed as of the date hereof. All other disclosures and exhibits asfiled in our Form 10-KSB are hereby incorporated by reference as to such.Accordingly, this Amendment No. 1 should be read in conjunction with ourother filings made with the Securities and Exchange Commission (“SEC”).

 

There are no other changes to the original Form 10-KSB, other thanthose outlined in this document. This form 10-KSB/A does not reflect eventsoccurring after the filing of the original 10-KSB, nor does it modify or updatethe disclosures therein in any way other than as required to reflect theamendment set forth below.

 

We have filed thefollowing exhibits with this amendment:

 

Exhibit 31.01Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) ofthe Securities Exchange Act of 1934;

 

Exhibit 31.02Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) ofthe Securities Exchange Act of 1934;

 

Exhibit 32.01Certification of Chief Executive Officer pursuant to 18 U.S.C.1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002; and

 

Exhibit 32.02Certification of Chief Financial Officer pursuant to 18 U.S.C.1350, as adoptedpursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

**********

 

**PART II**

 

**Item8A(T).**  **Controls and Procedures.**

 

*Evaluationof disclosure controls and procedures.*

 

As of the end of the period covered by this report, we carried out anevaluation, under the supervision and with the participation of our management,including the Principal Executive Officer and Chief Financial Officer, of theeffectiveness of our disclosure controls and procedures as defined in ExchangeAct Rule 13a-15(e).   The rules refer to the controls andother procedures designed to ensure that information required to be disclosedin reports that we file or submit under the Act is recorded, processed,summarized and reported within the time period specified. Based on thatevaluation, management, including the Principal Executive Officer and the ChiefFinancial Officer, has determined that as of December 31, 2007, ourdisclosure controls and procedures were not effective due to an inadvertentfailure to include our management’s report on internal control over financialreporting in our annual report on Form 10-KSB for the year ended December 31,2007. As of the date of this amended report, we have taken the following stepsto address this issue:

 

1.     Beforeeach report is filed, management of the Company will review the SEC’s website,www.sec.gov, in an effort to determine any recent changes in the rules affectingour disclosure obligations; and

2.     Aseach report is prepared, we will discuss with our independent consultants whoassist us in the review of the SEC reports and financial statements includedwithin the reports whether they are aware of any recent changes in the rules affectingour disclosure obligations.

 

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*InternalControl Over Financial Reporting.*

 

**Management’Annual Report on Internal Control over Financial Reporting**

 

Management of the Company is responsible for establishingand maintaining adequate internal control over financial reporting as definedin Rules 13a-15(f) and 15d-15(f) under the Securities ExchangeAct of 1934. The Company’s internal control over financial reporting is aprocess designed under the supervision of the Company’s Chief Executive Officerand Chief Financial Officer, and effected by our board of directors, managementand other personnel, to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for externalpurposes in accordance with U.S. generally accepted accounting principles.

 

Because of its inherent limitations, internal controlover financial reporting may not prevent or detect misstatements. Also,projections of any evaluation of effectiveness to future periods are subject tothe risk that controls may become inadequate because of changes in conditions,or that the degree of compliance with policies and procedures may deteriorate.

 

Management assessed the effectiveness of our internalcontrol over financial reporting as of December 31, 2007. In making thisassessment, management used the criteria described in Internal Control —Integrated Framework issued by the Committee of Sponsoring Organizations of theTreadway Commission (COSO). Based on this assessment, management concluded thatthe Company maintained effective internal control over financial reporting asof December 31, 2007.

 

This annual report does not include an attestationreport of our registered public accounting firm regarding internal control overfinancial reporting.  Management’s reportwas not subject to attestation by our registered public accounting firmpursuant to temporary rules of the Securities and Exchange Commission thatpermit us to provide only management’s report in this annual report.

 

*Changesin internal controls.*

 

There have been no significant changes in our internalcontrol over financial reporting (as defined in Rules 13a-15(f) and15d-15(f) under the Securities Exchange Act of 1934, as amended) thatoccurred during the fourth quarter ended December 31, 2007 that havematerially affected, or are reasonably likely to materially affect, ourinternal control over financial reporting.

 

**PART III**

 

**Item 13.  Exhibits.**

 
| 31.1 |   | Certification of  Principal Executive Officer pursuant to Rule 13a-14(a)/15d –  14(a) of the Securities Exchange Act of 1934.*                   |
|------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 31.2 |   | Certification of  Principal Financial Officer pursuant to Rule 13a-14(a)/15d –  14(a) of the Securities Exchange Act of 1934.*                   |
| 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.* |
| 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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*****  Filedherewith.

 

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**SIGNATURES**

 

In accordance with Section 13or 15(d) of the Exchange Act, the Registrant has caused this report to besigned on its behalf by the undersigned, thereunto duly authorized.

 
| UNI-PIXEL, INC. |
|-----------------|
|            |
| By:             | /s/  JAMES A.  TASSONE |   |
|            | James A. Tassone, Chief  Financial Officer and  Principal Accounting Officer |   |
|            |   |   |
| Date:           | September 26, 2008 |   |

 

In accordance with theExchange Act, this report has been signed below by the following persons onbehalf of the Registrant and in the capacities and on the dates indicated.

 
| **Signature**                     | ** ** | **Title**                                        | ** ** | **Date**                 | ** ** |
|-----------------------------------|------------|--------------------------------------------------|------------|--------------------------|------------|
|                              |       |                                             |       |                     |       |
| /s/  REED J.  KILLION   |       | President, Chief  Executive Officer and Director |       | September 26,  2008 |       |
| Reed J. Killion                   |       |                                             |       |                     |       |
|                              |       |                                             |       |                     |       |
| /s/  JAMES A.  TASSONE  |       | Chief Financial Officer                          |       | September 26,  2008 |       |
| James A. Tassone                  |       |                                             |       |                     |       |
|                              |       |                                             |       |                     |       |
| /s/  BERNARD  MARREN    |       | Chairman of the Board                            |       | September 26,  2008 |       |
| Bernard Marren                    |       |                                             |       |                     |       |
|                              |       |                                             |       |                     |       |
| /s/  CARL J.  YANKOWSKI |       | Director                                         |       | September 26,  2008 |       |
| Carl J. Yankowski                 |       |                                             |       |                     |       |
|                              |       |                                             |       |                     |       |
| /s/  ROB  BROGGI        |       | Director                                         |       | September 26,  2008 |       |
| Rob Broggi                        |       |                                             |       |                     |       |
|                              |       |                                             |       |                     |       |
| /s/  VICTOR  CALABA     |       | Director                                         |       | September 26,  2008 |       |
| Victor Calaba                     |       |                                             |       |                     |       |
|                              |       |                                             |       |                     |       |
| /s/  ROSS  YOUNG        |       | Director                                         |       | September 26,  2008 |       |
| Ross Young                        |       |                                             |       |                     |       |
|                              |       |                                             |       |                     |       |
| /s/  BRUCE  BERKOFF     |       | Director                                         |       | September 26,  2008 |       |
| Bruce Berkoff                     |       |                                             |       |                     |       |

 

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