10KSB/A 1 zynex10ksba2fy1231_42308.htm AMENDMENT #2 TO ANNUAL REPORT FYE 12/31/07 zynex10ksba2fy1231_42308.htm
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-KSB/A
Amendment No. 2

(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

For the year ended December 31, 2007
 
 
[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
        For the transition period from _____ to _____

Commission file number 33-26787-D
 
ZYNEX MEDICAL HOLDINGS, INC.
(Name of small business issuer in its charter)
 
Nevada
90-0214497
(State or other jurisdiction of
incorporation or organization)
(IRS Employer Identification No.)
 
8022 Southpark Cir, Suite 100, Littleton, Colorado
80120
(Address of principal executive offices)
(Zip Code)

Issuer's telephone number: (303) 703-4906 

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

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

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. [ ]

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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[ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [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 issuer's revenues for its most recent year were $8,048,253

The aggregate market value of the 10,698,195 common shares held by non-affiliates of the registrant was $14,549,545 computed by reference to the closing price of such stock as listed on the OTC Bulletin Board on April 11, 2008. This computation is based on the number of issued and outstanding shares held by persons other than officers, directors and shareholders of 5% or more of the registrant's common shares.

As of April 15, 2008, 28,943,695 shares of common stock are issued and outstanding.
 
Documents incorporated by reference: None.

Transitional Small Business Disclosure Form (check one):   Yes [ ]   No [X]
 

 
 
 
 
This Amendment No. 2 to Zynex Medical Holdings, Inc.’s Form 10-KSB for the year ended December 31, 2007 is filed for the purpose of filing a revised Exhibit 23, Consent of Independant Registered Public Accountants Firm, in order to refer to Form S-8 in that consent.
 
 
 
TABLE OF CONTENTS

FORM 10 KSB/A
(Amendment No. 2) 
 
ANNUAL REPORT - FISCAL YEAR 2007
 
ZYNEX MEDICAL HOLDINGS, INC.

 
   
PAGE
     
PART III
    
     
Item 13.
Exhibits
3
 
 
 
- 2 -
 
 
 

   
Exhibit
Number
Description
   
3.1
Articles of Incorporation of Ibonzi.com, Inc, incorporated by
 
reference to Exhibit 3.1 of the Company's Current Report on
 
Form 8-K, filed January 31, 2002.
   
3.2
Articles of Merger of Ibonzi.com, Inc. with and into
 
Ibonzi.com, to effect a migratory merger, incorporated by
 
reference to Exhibit 2.1 of the Current Report on Form 8-K,
 
filed January 31, 2002.
   
3.3
Amendment to Articles of Incorporation of Ibonzi.com, Inc.,
 
changing the company's name to China Global Development, Inc.,
 
by reference to Exhibit 3.2 of the Company's Current
 
Report on Form 8-K, filed January 31, 2002.
   
3.4
Certificate of Correction to Amendment to Articles of
 
Incorporation, incorporated by reference to Exhibit 3.3 of the
 
Company's Current Report on Form 8-K, filed January 31, 2002.
   
3.5
Amendment to the Articles of Incorporation, changing the
 
Company's name to Arizona Ventures, Inc. and effecting a 1:10
 
reverse split of common stock, incorporated by reference to
 
Exhibit 3.5 of the Company's registration statement filed on
 
Form SB-2, filed July 6, 2004.
   
3.6
Amendment to the Articles of Incorporation, changing the
 
Company's name to Fox River Holdings, Inc., incorporated by
 
reference to Exhibit 3.6 of the Company's registration
 
statement filed on Form SB-2, filed July 6, 2004.
   
3.7
Amendment to the Articles of Incorporation, effecting a 1:40
 
reverse split of common stock, incorporated by reference to
 
Exhibit 3.7 of the Company's registration statement filed on
 
Form SB-2, filed July 6, 2004.
   
3.8
Amendment to the Articles of Incorporation, changing the
 
Company's name to Zynex Medical Holdings, Inc., incorporated by
 
reference to Exhibit 3.8 of the Company's registration
 
statement filed on Form SB-2, filed July 6, 2004.
   
3.9
Bylaws of the Company, incorporated by reference to Exhibit 3.4
 
of the Company's Current Report on Form 8-K, filed January 31,
 
2002.
   
 
 
- 3 -
 
 
Exhibit
Number
Description
   
4.1
Subscription Agreement, dated as of June 4, 2004, by and among
 
the Company, Alpha Capital Aktiengesellschaft, Stonestreet
 
Limited Partnership, Whalehaven Funds Limited, Greenwich Growth
 
Fund Limited and Ellis International Limited, Inc.,
 
incorporated by reference to Exhibit 4.1 of the Company's
 
registration statement filed on Form SB-2, filed July 6, 2004.
   
4.2
Form of A Common Stock Purchase Warrant, incorporated by
 
reference to Exhibit 4.2 of the Company's registration
 
statement filed on Form SB-2, filed July 6, 2004.
   
4.3
Form of B Common Stock Purchase Warrant, incorporated by
 
reference to Exhibit 4.3 of the Company's registration
 
statement filed on Form SB-2, filed July 6, 2004.
   
4.4
Form of C Common Stock Purchase Warrant, incorporated by
 
reference to Exhibit 4.4 of the Company's registration
 
statement filed on Form SB-2, filed July 6, 2004.
   
4.5
Escrow Agreement, dated as of June 4, 2004, by and among Zynex
 
Medical Holdings, Inc., Alpha Capital Aktiengesellschaft,
 
Stonestreet Limited Partnership, Whalehaven Funds Limited,
 
Greenwich Growth Fund Limited, Ellis International Limited Inc.
 
and Grushko & Mittman, P.C., incorporated by reference to
 
Exhibit 4.5 of the Company's registration statement filed on
 
Form SB-2, filed July 6, 2004.
   
4.6
Form of Securities Purchase Agreement, incorporated by reference to
 
Exhibit 10.1 of the Company’s Current Report on Form 8-K filed
 
January 30, 2007.
   
4.7
Form of Registration Rights Agreement, incorporated by reference to
 
Exhibit 10.2 of the Company’s Current Report on Form 8-K filed
 
January 30, 2007.
   
4.8
Form of Warrant, incorporated by reference to Exhibit 10.4 of the
 
Company’s Quarterly Report on Form 10-QSB, filed August 18, 2006.
   
10.1
Acquisition Agreement, dated as of January 27, 2004, by and
 
among Zynex Medical Holdings, Inc., Zynex Medical, Inc. and
 
Thomas Sandgaard, incorporated by reference to Exhibit 10 of
 
Zynex Medical Holdings, Inc.'s Current Report on Form 8-K,
 
filed February 20, 2004.
   
 
 
- 4 -
 
 
Exhibit
Number
Description
10.2
Thomas Sandgaard Employment Agreement, incorporated by
 
reference to Exhibit 10.2 of the Company's registration
 
statement filed on Form SB-2, filed July 6, 2004.
   
10.3
Amendment to Thomas Sandgaard Employment Agreement dated
 
February 1, 2004, incorporated by reference to Exhibit 10.3 of
 
Zynex Medical Holdings, Inc.'s Annual report on Form 10-K
 
filed April 15, 2005.
   
10.4
Multi-Tenant Lease, dated January 20, 2004, by and between
 
First Industrial, L.P., a Delaware limited partnership and
 
Zynex Medical, Inc. a Colorado corporation , incorporated by
 
reference to Exhibit 10.4 of Zynex Medical Holdings, Inc.'s
 
Annual report on Form 10-K filed April 15, 2005.
   
. 10.5
2005 Stock Option Plan , incorporated by reference to Exhibit
 
10.5 of Zynex Medical Holdings, Inc.'s Annual report on Form
 
10-K filed April 15, 2005.
   
10.6
Compensation Agreement dated as of April 18, 2005 between
 
Zynex Medical Holdings, Inc. and Peter J. Leveton,
 
incorporated by reference to Exhibit 10.1 of Zynex Medical
 
Holdings, Inc.'s Quarterly Report on Form 10-Q, filed August
 
12, 2005.
   
10.7
Loan and Security Agreement among Zynex Medical Holdings, Inc.,
 
Zynex Medical, Inc. and Silicon Valley Bank, dated
 
September 29, 2005, incorporated by reference to Exhibit 10.1
 
of Zynex Medical Holdings, Inc.'s Current Report on Form 8-K,
 
filed October 7, 2006.
   
10.8
Warrant to Purchase Stock from Zynex Medical Holdings, Inc. to
 
Silicon Valley Bank, incorporated by reference to Exhibit
 
10.2 of Zynex Medical Holdings, Inc.'s Current Report on
 
Form 8-K, filed October 7, 2006.
   
10.9
Unconditional Guaranty by Thomas Sandgaard for Silicon Valley
 
Bank, dated September 29, 2005, incorporated by reference to
 
Exhibit 10.3 of Zynex Medical Holdings, Inc.'s Current Report
 
on Form 8-K, filed October 7, 2006.
   
10.10
Default Waiver and First Amendment to Loan and Security
 
Agreement, dated March 6, 2006, incorporated by reference
 
to Exhibit 10.1 of Zynex Medical Holdings, Inc.'s Current
 
Report on Form 8-K, filed March 20, 2006.
   
10.11
Unconditional Guaranty by Thomas Sandgaard for Silicon Valley
 
Bank, dated March 6, 2006, incorporated by reference to
 
Exhibit 10.2 of Zynex Medical Holdings, Inc.'s Current Report
 
on Form 8-K, filed March 20, 2006.
   
10.12
Promissory Note dated March 1, 2006 to Thomas Sandgaard,
 
Incorporated by reference to Exhibit 10.1 of the Company’s
 
Quarterly Report on Form 10-QSB filed August 17, 2006

 
- 5 -
 

Exhibit
Number
Description
   
10.13
Promissory Note dated March 1, 2006 to Thomas Sandgaard,
 
incorporated by reference to Exhibit 10.2 of the Company’s
 
Quarterly Report on Form 10-QSB filed August 17, 2006.
   
10.14
Promissory Note dated June 30, 2006 to Thomas Sandgaard,
 
incorporated by reference to Exhibit 10.3 of the Company’s
 
Quarterly Report on Form 10-QSB filed August 17, 2006.
   
10.15
Convertible Secured Promissory Note dated October 18, 2006 by
 
Zynex Medical Holdings, Inc., incorporated by reference to
 
Exhibit 10.1 of the Company’s Current Report on Form 8-K filed
 
October 18, 2006.
   
10.16
Warrant dated October 18, 2006 by Zynex Medical Holdings, Inc.
 
to Ascendiant Capital Group, LLC, incorporated by reference to
 
Exhibit 10.2 of the Company’s Current Report on Form 8-K filed
 
October 18, 2006.
   
10.17
Security Agreement between Ascendiant Capital Group, LLC and
 
Zynex Medical Holdings, Inc., incorporated by reference to
 
Exhibit 10.3 of the Company’s Current Report on Form 8-K filed
 
October 18, 2006.
   
10.18
Subordination Agreement dated October 17, 2006 among
 
Ascendiant Capital Group, LLC, Silicon Valley Bank and Zynex
 
Medical Holdings, Inc., incorporated by reference to Exhibit 10.4
 
of the Company’s Current Report on Form 8-K filed October 18, 2006.
   
10.19
Separation Agreement dated February 16, 2007 between Peter J. Leveton
 
and Zynex Medical Holdings, Inc., incorporated by reference to Exhibit 10.19
of the Company’s Annual report on Form 10-KSB filed April 17, 2007.
   
10.20
Letter Agreement, dated May 3, 2007 with Ascendiant Capital Group, LLC,
incorporated by reference to Exhibit 10.1 of the Company’s Quarterly report
on Form 10-QSB filed May 18, 2007.
   
10.21
Promissory Note dated May 16, 2007 by Zynex Medical Holdings, Inc.,
to Thomas Sandgaard, incorporated by reference to Exhibit 10.1 of the Company’s
Current Report on Form 8-K filed June 29, 2007.
   
10.22
Promissory Note dated June 15, 2007 by Zynex Medical Holdings, Inc.,
to Thomas Sandgaard, incorporated by reference to Exhibit 10.2 of the Company’s
Current Report on Form 8-K filed June 29, 2007.
   
10.23
Promissory Note dated September 30, 2007 by Zynex Medical Holdings, Inc.,
to Thomas Sandgaard, incorporated by reference to Exhibit 10.1 of the Company’s
Quarterly report on Form 10-QSB filed November 19, 2007
   
21
List of Subsidiaries, incorporated by reference to Exhibit 21 of Zynex Medical
Holdings, Inc.’s Annual Report on Form 10-KSB, filed April 15, 2005.
   
23**
Consent of Independent Registered Public Accounting Firm.
   
23.1*
Revised Consent of Independent Registered Public Accounting Firm.
   
31.1*
Certification of Chief Executive Officer Pursuant to Rule
 
13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of
 
Sarbanes-Oxley Act of 2002.
   
31.2*
Certification of Chief Financial Officer Pursuant to Rule
 
13a-14(a)/15d-14(a) as Adopted Pursuant to Section 302 of
 
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.
 
*    Filed herewith
**  Previously Filed
 
- 6 -
 

 
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.
                                         
   
 
ZYNEX MEDICAL HOLDINGS, INC.
 
 
 Date: April 23, 2008
By:
/s/ Thomas Sandgaard
 
Thomas Sandgaard
 
President, Chairman and Chief Executive Officer
 
     
 Date: April 23, 2008
By:
/s/ Fritz G. Allison
 
Fritz G. Allison,
Chief Financial Officer
   
 
In accordance with the Exchange Act, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

      Date   
       Name and Title   
             Signature
     
April 23, 2008 
Thomas Sandgaard, Chief  
/s/ Thomas Sandgaard
 
Executive Officer and Sole
  
 
Director
  
     
April 23, 2008 
Fritz G. Allison, Chief Financial
  
 
Officer    
/s/ Fritz G. Allison
 
- 6 -