SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-KSB/A AMENDMENT NO. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH 31, 2005 COMMISSION FILE NO. 0-12817 SONA MOBILE HOLDINGS CORP. F/K/A PERFECTDATA CORPORATION -------------------------------------------------------------------------------- (Name of Small Business Issuer in its Charter) Delaware 95-3087593 -------------------------------------------------------------------------------- (State or Other Jurisdiction of (IRS Employer Incorporation or Organization) Identification No.) 825 Third Avenue New York, New York 10022 -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (805) 581-4006 -------------------------------------------------------------------------------- (Issuer's Telephone Number, Including Area Code) SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: None -------------------------------------------------------------------------------- SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT: -------------------------------------------------------------------------------- Common Stock -------------------------------------------------------------------------------- (Title of Each Class) 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 twelve (12) months (or for such shorter period that the Issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] YES [ ] No Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B in this form, and no disclosure will be contained, to the best of Issuer'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. [ ] Issuer's revenues for its most recent fiscal year: $326,000 (all from discontinued operations from April 1 to May 31, 2004). As of April 19, 2005, the aggregate market value of the voting stock held by nonaffiliates of the issuer prior to the Merger described in this Form 10-KSB, was $8,703,896. As of May 23, 2005, the issuer had 6,584,530 shares of Common Stock outstanding. EXPLANATORY NOTE This Form 10-KSB/A is being filed to amend the Perfectdata Corporation, now known as Sona Mobile Holdings Corp. (the "Company"), Annual Report on Form 10-KSB for the fiscal year ended March 31, 2005 The amendment arose out of a letter of comment dated January 13, 2006 received from the staff of the Securities and Exchange Commission. Generally, no attempt has been made in this Form 10-KSB/A to modify or update other disclosures presented in the original report on Form 10-KSB, except as required to meet the staff's comments. This Form 10-KSB/A does not reflect events occurring after the filing of the original Form 10-KSB or modify or update those disclosures. Information not affected by the amendment is unchanged and reflects the disclosure made at the time of the original filing of the Form 10-KSB with the Securities and Exchange Commission on March 31, 2005. The following item has been amended: ANNUAL REPORT ON FORM 10-KSB/A MARCH 31, 2005 TABLE OF CONTENTS Page PART II Item 8A Controls and Procedures 4 2 PART II ITEM 8A. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Prior to the Closing Date, the Company had a Chief Executive Officer and a Chief Financial Officer/Chief Accounting Officer, constituting all of the then management, and, during the reporting period, four employees to conduct operations. The then Chief Executive Officer and Chief Financial Officer/Chief Accounting Officer performed an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures as of March 31, 2005. Because of its small size and limited number of personnel, the Company did not have elaborate written procedures, nor did then management believe that elaborate written procedures were necessary to ensure accurate reporting in the Company's periodic reports. In making their evaluation, the Chief Executive Officer and Chief Financial Officer/Chief Accounting Officer consulted with the Company's then outside counsel. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer/Chief Accounting Officer concluded that the Company's disclosure controls and procedures were effective, as of March 31, 2005 to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time limits specified in the Commission's rules and forms, and to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange is accumulated and communicated to the Company's management, including the Company's principal executive and principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. The evaluation by the Chief Executive Officer and the Chief Financial Officer/Chief Accounting Officer was reported to Bryan Maizlish, the sole remaining member of the Audit Committee, in connection with his review of this Annual Report prior to its filing. CHANGES IN INTERNAL CONTROLS There have been no changes in the Company's internal controls over financial reporting that occurred during the Company's the fourth quarter that materially affected, or were reasonably likely to affect, the Company's internal controls over internal controls. SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. SONY MOBILE HOLDINGS CORP. f/k/a PerfectData Corporation By: /s/ John Bush ----------------------------------------- John Bush, Authorized Officer and Principal Executive Officer Date: February 1, 2006 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 indicated on February 1, 2006. SIGNATURE TITLE ------------------------------------------ ------------------------------------ /s/ John Bush President, Chief Executive Officer, ------------------------------------------ and Director (Principal Executive John Bush President, Chief Executive Officer and Director Officer (Principal Executive Officer)) /s/ John Rudy Vice President and Chief Financial ------------------------------------------ Officer (Principal Financial and John Rudy Accounting Officer) Director ------------------------------------------ Bryan Maizlish /s/ Shawn Kreloff Chariman of the Board and Director ------------------------------------------ Shawn Kreloff /s/ Nicholas H. Glinsman Director ------------------------------------------ Nicholas H. Glinsman /s/ Frank J. Fanzilli, Jr, Director ------------------------------------------ Frank J. Fanzilli, Jr Director ------------------------------------------ Paul C. McAleese /s/ Michael Castellano Director ------------------------------------------ Michael P. Castellano /s/ Joseph V. Vittoria Director ------------------------------------------ Joseph V. Vittoria